S-4

As filed with the Securities and Exchange Commission on December 17, 2013

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Santa Maria Energy Corporation

(Exact name of registrant as specified in its charter)

Delaware	1311	46-4213481
(State or other jurisdiction of incorporation)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

2811 Airpark Drive

Santa Maria, California 93455

(805) 938-3320

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

David Pratt

2811 Airpark Drive

Santa Maria, California 93455

(805) 938-3320

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

With copies to:

Michael E. Dillard Divakar Gupta Latham & Watkins LLP 811 Main Street, Suite 3700 Houston, Texas 77002 (713) 546-5400 Laurence S. Levy, Chief Executive Officer Hyde Park Acquisition Corp. II 500 Fifth Avenue 50th floor New York, New York 10110 (212) 644-3450 Todd J. Emmerman Katten Muchin Rosenman LLP 575 Madison Avenue New York, New York 10022-2585 (212) 940-8800

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and upon consummation of the merger described in the enclosed document.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share of Stock	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee(5)
Common Stock, par value $0.01 per share	26,096,360(1)	N/A	$132,030,199(2)	$17,006
Preferred Stock, par value $0.01 per share	50,000(3)	N/A	$50,000,000(4)	$6,440

⁽¹⁾  Represents the maximum number of shares of common stock of Santa Maria Energy Corporation issuable upon the consummation of the merger described in the joint proxy statement/prospectus.

⁽²⁾  Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act and calculated in accordance with Rule 457(f)(1)-(2) and Rule 457(c) of the Securities Act, based on the sum of (i) the product of (A) $10.35, the average of the high and low prices per share of Hyde Park Acquisition Corp. II common stock as reported on the NASDAQ Stock Market on December 12, 2013 and (B) 10,068,750, the maximum number of shares of Hyde Park Acquisition Corp. II outstanding common stock that may be exchanged for the merger consideration and (ii) $27,818,636, the aggregate book value of the maximum number of common units of Santa Maria Energy Holdings, LLC that may be exchanged for the merger consideration, computed as of December 12, 2013, the latest practicable date prior to the date hereof for which it was possible to obtain such information.

⁽³⁾  Represents the maximum number of shares of Preferred Stock of Santa Maria Energy Corporation estimated to be issuable upon consummation of the merger.

⁽⁴⁾  The proposed maximum aggregate offering price of Santa Maria Energy Corporation’s Preferred Stock was calculated based upon the aggregate book value of Santa Maria Energy Holdings, LLC preferred units as of December 12, 2013, the latest practicable date prior to the date hereof for which it was possible to obtain such information.

⁽⁵⁾  The registration fee for the securities registered hereby has been calculated pursuant to Section 6(b) of the Securities Act of 1933, as amended.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such dates as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this joint proxy statement/prospectus is not complete and may be changed. We may not sell the securities offered by this joint proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This joint proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where an offer or solicitation is not permitted.

Subject to Completion, Dated December 17, 2013

HYDE PARK ACQUISITION CORP. II 500 Fifth Avenue, 50th Floor New York, NY 10110 SANTA MARIA ENERGY HOLDINGS, LLC 2811 Airpark Drive Santa Maria, California 93455

To the Stockholders of Hyde Park Acquisition Corp. II and the Unitholders of Santa Maria Energy Holdings, LLC:

On November 27, 2013, Hyde Park Acquisition Corp. II, a Delaware corporation (“Hyde Park”), Santa Maria Energy Corporation, a Delaware corporation (“Santa Maria Energy Corporation”), HPAC Merger Sub, Inc., a Delaware corporation (“HPAC Merger Sub”), SME Merger Sub, LLC, a Delaware limited liability company (“SME Merger Sub”), and Santa Maria Energy Holdings, LLC, a Delaware limited liability company (“Santa Maria Energy”), entered into an Agreement and Plan of Merger (as amended on December 16, 2013, the “Merger Agreement”) providing for (1) the merger of HPAC Merger Sub, a wholly-owned subsidiary of Santa Maria Energy Corporation, with and into Hyde Park, with Hyde Park surviving as a wholly-owned subsidiary of Santa Maria Energy Corporation (the “Hyde Park Merger”), (2) the merger of SME Merger Sub, a wholly-owned subsidiary of Santa Maria Energy Corporation, with and into Santa Maria Energy, an oil and natural gas exploration and development company, with Santa Maria Energy surviving as a wholly-owned subsidiary of Santa Maria Energy Corporation (the “Santa Maria Energy Merger” and together with the Hyde Park Merger, the “merger”), and (3) the subsequent contribution of Santa Maria Energy to Hyde Park, resulting in Santa Maria Energy becoming a wholly-owned subsidiary of Hyde Park. The stockholders of Hyde Park and the common unitholders of Santa Maria Energy will receive Santa Maria Energy Corporation common stock and the preferred unitholders of Santa Maria Energy will receive Santa Maria Energy Corporation preferred stock as part of the merger.

It is anticipated that, upon consummation of the merger and assuming no conversion of Hyde Park common stock, Hyde Park’s former stockholders will own approximately 38.6% of the outstanding common stock of Santa Maria Energy Corporation and Santa Maria Energy’s former unitholders will own approximately 61.4% of the outstanding common stock of Santa Maria Energy Corporation. In addition, upon consummation of the merger, the former preferred unitholders of Santa Maria Energy will own all of the outstanding preferred stock of Santa Maria Energy Corporation. Santa Maria Energy’s unitholders will not receive any cash as a result of the merger.

Santa Maria Energy unitholders are cordially invited to attend a special meeting of the unitholders of Santa Maria Energy relating to Santa Maria Energy’s proposed merger with Hyde Park. The special meeting of unitholders will be held at              a.m., local time, on                     , 2014 at the offices of Latham & Watkins LLP, 811 Main Street, Suite 3700, Houston, Texas.

At the special meeting, Santa Maria Energy unitholders will be asked to consider and vote upon a proposal to approve the merger (the “merger proposal”) and certain related matters. In addition, Santa Maria Energy will solicit unitholder approval, on an advisory (non-binding) basis, of certain compensation that may be paid or become payable to Santa Maria Energy’s named executive officers in connection with the consummation of the merger (which we refer to as the “merger-related compensation proposal”). Certain of Santa Maria Energy’s unitholders, sometimes referred to herein as the “Kayne Investors,” have agreed, with respect to the merger proposal, to vote all of the outstanding redeemable preferred units (“preferred units”) and all of their common units (representing approximately 30% of Santa Maria Energy’s outstanding common units) “FOR” the merger proposal.

After careful consideration, Santa Maria Energy’s board of managers has determined that the merger proposal is fair to and in the best interests of Santa Maria Energy and its unitholders. Santa Maria Energy’s board of managers unanimously recommends that you vote or give instructions to vote “FOR” the adoption of the merger proposal and the merger related compensation proposal. When you consider the recommendation of Santa Maria Energy’s board of managers in favor of these proposals, you should keep in mind that certain of Santa Maria Energy’s managers and officers have interests in the merger that may conflict with your interests as a unitholder. See the section entitled, “The Merger — Interests of Santa Maria Energy Managers, Officers and Others in the Merger.”

Hyde Park stockholders are cordially invited to attend a special meeting of the stockholders of Hyde Park relating to Hyde Park’s proposed merger with Santa Maria Energy. The special meeting of stockholders will be held at 10:00 a.m., eastern time, on                     , 2014, at the offices of Katten Muchin Rosenman LLP, 575 Madison Avenue, New York, New York 10022.

At the special meeting, Hyde Park stockholders will be asked to consider and vote upon a proposal to approve the merger and certain related matters.

As provided in Hyde Park’s amended and restated certificate of incorporation, each Hyde Park stockholder who holds shares of common stock issued in Hyde Park’s initial public offering, which we sometimes refer to as “IPO shares,” has the right to vote either for or against the merger proposal and at the same time demand that Hyde Park convert such stockholder’s shares into cash in an amount equal to such stockholder’s pro rata portion of the trust account which contains a substantial portion of the net proceeds of Hyde Park’s initial public offering. These IPO shares will be converted into cash only if the merger is completed, the stockholder demanding such conversion continues to hold such stockholder’s shares through the closing date of the merger and such stockholder tenders his, her or its stock certificate to Hyde Park in advance of the special meeting. However, a holder of IPO shares (or a “group” of holders of IPO shares, as discussed below) will be restricted from seeking conversion rights with respect to 20% or more of the aggregate IPO shares. Hyde Park does not have a maximum conversion threshold under its amended and restated certificate of incorporation, although under Hyde Park’s amended and restated certificate of incorporation, the merger may not be consummated unless Hyde Park maintains net tangible assets of at least $5,000,001 upon consummation of the merger. In addition, it is a condition to closing the merger that after giving effect to the exercise of conversion rights by Hyde Park stockholders, Hyde Park shall have at least $40 million of cash in its trust account. Hyde Park’s shares of common stock are listed on the NASDAQ Capital Market, which we refer to as “NASDAQ,” under the ticker symbol “HPAC.” Prior to exercising conversion rights, Hyde Park stockholders should verify the market price of Hyde Park’s common stock as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their conversion rights.

Hyde Park’s initial stockholders, sometimes referred to herein as the “Hyde Park sponsors,” have agreed, with respect to the merger proposal, to vote their 2,568,750 shares of Hyde Park common stock acquired prior to Hyde Park’s initial public offering or simultaneously therewith in a private placement of Hyde Park common stock, representing an aggregate of approximately 25.5% of the outstanding shares of Hyde Park common stock, as well as any public shares of Hyde Park common stock that they have acquired or will acquire, “FOR” the merger proposal.

After careful consideration, Hyde Park’s board of directors has determined that the merger proposal is fair to and in the best interests of Hyde Park and its stockholders. Hyde Park’s board of directors unanimously recommends that you vote or give instructions to vote “FOR” the adoption of the merger proposal. When you consider the recommendation of Hyde Park’s board of directors in favor of the merger proposal, you should keep in mind that certain of Hyde Park’s directors and officers have interests in the merger that may conflict with your interests as a stockholder. See the section entitled, “The Merger — Interests of Hyde Park Directors, Officers and Others in the Merger.”

Enclosed is a notice of special meeting of the Hyde Park stockholders, a notice of the special meeting of the Santa Maria Energy unitholders and joint proxy statement/prospectus containing detailed information concerning the merger proposal and the transactions contemplated thereby as well as detailed information concerning the other proposals to be considered by Hyde Park stockholders and Santa Maria Energy unitholders. Whether or not you plan to attend the special meeting of Hyde Park stockholders or Santa Maria Energy unitholders, we urge you to read this material carefully.

Laurence S. Levy Executive Chairman of the Board and Chief Executive Officer Hyde Park Acquisition Corp. II   David Pratt President Santa Maria Energy Holdings, LLC

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE HYDE PARK SPECIAL MEETING OR THE SANTA MARIA ENERGY SPECIAL MEETING, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED.

IF A SANTA MARIA ENERGY UNITHOLDER SIGNS AND RETURNS ITS PROXY CARD WITHOUT AN INDICATION OF HOW IT WISHES TO VOTE, ITS UNITS WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

IF A HYDE PARK STOCKHOLDER SIGNS AND RETURNS ITS PROXY CARD WITHOUT AN INDICATION OF HOW IT WISHES TO VOTE, ITS SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS, AND IT WILL NOT BE ELIGIBLE TO HAVE ITS SHARES CONVERTED INTO CASH. TO EXERCISE CONVERSION RIGHTS, A HYDE PARK STOCKHOLDER MUST AFFIRMATIVELY VOTE EITHER FOR OR AGAINST THE MERGER PROPOSAL, DEMAND THAT HYDE PARK CONVERT ITS SHARES INTO CASH NO LATER THAN THE CLOSE OF THE VOTE ON THE MERGER PROPOSAL, AND TENDER ITS STOCK TO HYDE PARK’S TRANSFER AGENT PRIOR TO THE VOTE AT THE SPECIAL MEETING. HYDE PARK STOCKHOLDERS MAY TENDER THEIR STOCK BY EITHER DELIVERING THEIR STOCK CERTIFICATES TO THE TRANSFER AGENT OR BY DELIVERING THEIR SHARES ELECTRONICALLY USING DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE MERGER IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE CONVERTED INTO CASH AND ANY STOCK CERTIFICATES WILL PROMPTLY BE RETURNED TO HYDE PARK STOCKHOLDERS. IF A HYDE PARK STOCKHOLDER HOLDS ITS SHARES IN STREET NAME, IT WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT ITS BANK OR BROKER TO WITHDRAW THE SHARES FROM ITS ACCOUNT IN ORDER TO EXERCISE ITS CONVERSION RIGHTS. SEE THE SECTION ENTITLED “THE HYDE PARK SPECIAL MEETING—CONVERSION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

Neither the Securities and Exchange Commission nor any state securities commission or agency has determined if this joint proxy statement/prospectus is truthful, adequate or complete or approved or disapproved of the merger or the securities issuable in connection with the merger. Any representation to the contrary is a criminal offense.

SEE “RISK FACTORS” BEGINNING ON PAGE 43 FOR A DISCUSSION OF VARIOUS FACTORS THAT HYDE PARK STOCKHOLDERS AND SANTA MARIA ENERGY UNITHOLDERS SHOULD CONSIDER IN CONNECTION WITH THE MERGER AND OTHER PROPOSALS.

The accompanying joint proxy statement/prospectus is dated                     , 2014 and is first being mailed to Hyde Park stockholders and Santa Maria Energy unitholders on or about                     , 2014.

HYDE PARK ACQUISITION CORP. II

500 Fifth Avenue, 50th Floor

New York, NY 10110

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON                     , 2014

TO THE STOCKHOLDERS OF HYDE PARK ACQUISITION CORP. II:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders, including any adjournments or postponements thereof, of Hyde Park Acquisition Corp. II, a Delaware corporation (“Hyde Park”), will be held at 10:00 a.m., eastern time, on                     , 2014 at the offices of Katten Muchin Rosenman LLP, 575 Madison Avenue, New York, New York 10022:

• to adopt and approve the Agreement and Plan of Merger, dated as of November 27, 2013, among Hyde Park, Santa Maria Energy Corporation, a Delaware corporation, HPAC Merger Sub, Inc., a Delaware corporation (“HPAC Merger Sub”), SME Merger Sub, LLC, a Delaware limited liability company, and Santa Maria Energy Holdings, LLC, a Delaware limited liability company, and the transactions contemplated thereby, including the merger of HPAC Merger Sub with and into Hyde Park—we call this proposal the “merger proposal”; and

• to adopt a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes at the time of the special meeting to adopt the merger proposal—we call this proposal the “Hyde Park adjournment proposal.”

The affirmative vote of a majority of the shares of Hyde Park’s common stock issued in Hyde Park’s initial public offering, which we sometimes refer to as “IPO shares,” represented in person or by proxy and entitled to vote at the meeting and a majority of the outstanding shares of Hyde Park common stock is required to adopt the merger proposal. The affirmative vote of the holders of a majority of Hyde Park’s common stock represented in person or by proxy and entitled to vote at the meeting is required to adopt the Hyde Park adjournment proposal, if presented.

Adoption by Hyde Park stockholders of the merger proposal is not conditioned upon adoption of the Hyde Park adjournment proposal.

Hyde Park stockholders of record at the close of business on                     , 2014 will be entitled to receive notice of, and to vote at, the Hyde Park special meeting and any and all adjournments thereof.

Your vote is important. Please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the special meeting. If you are a stockholder of record of Hyde Park common stock, you may also cast your vote in person at the special meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares. If you do not vote or do not instruct your broker or bank how to vote, it will have the same effect as voting against the merger proposal.

Hyde Park’s board of directors unanimously recommends that you vote “FOR” the adoption of each proposal listed above.

By Order of the Board of Directors,

Laurence S. Levy

Executive Chairman of the Board and

Chief Executive Officer

                    , 2014

SANTA MARIA ENERGY HOLDINGS, LLC

2811 Airpark Drive

Santa Maria, California 93455

NOTICE OF SPECIAL MEETING OF UNITHOLDERS

TO BE HELD ON                     , 2014

TO THE UNITHOLDERS OF SANTA MARIA ENERGY HOLDINGS, LLC:

NOTICE IS HEREBY GIVEN that a special meeting of unitholders, including any adjournments or postponements thereof, of Santa Maria Energy Holdings, LLC, a Delaware limited liability company (“Santa Maria Energy”), will be held at          a.m., local time, on                     , 2014 at the offices of Latham & Watkins LLP, 811 Main Street, Suite 3700, Houston, Texas:

• to adopt and approve the Agreement and Plan of Merger, dated as of November 27, 2013, among Hyde Park Acquisition Corp. II, a Delaware corporation, Santa Maria Energy Corporation, a Delaware corporation (“Santa Maria Energy Corporation”), HPAC Merger Sub, Inc., a Delaware corporation, SME Merger Sub, LLC, a Delaware limited liability company (“SME Merger Sub”), and Santa Maria Energy and the transactions contemplated thereby, including the merger of SME Merger Sub with and into Santa Maria Energy—we call this proposal the “merger proposal”;

• to adopt a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes at the time of the special meeting to adopt the merger proposal—we call this proposal the “Santa Maria Energy adjournment proposal”; and

• to consider and cast an advisory (non-binding) vote on a proposal to approve certain compensation that may be paid or may become payable to Santa Maria Energy’s named executive officers in connection with the merger (which we refer to as “merger-related compensation”)—we call this proposal the “Santa Maria Energy merger-related compensation proposal”.

Adoption by Santa Maria Energy unitholders of the merger proposal is not conditioned upon adoption of any other proposal.

Santa Maria Energy unitholders of record at the close of business on                     , 2014 will be entitled to receive notice of, and to vote at, the Santa Maria Energy special meeting and any and all adjournments thereof.

Your vote is important. Please sign, date and return your proxy card as soon as possible to make sure that your units are represented at the special meeting. If you are a unitholder of record of Santa Maria Energy units, you may also cast your vote in person at the special meeting. If you do not vote, it will have the same effect as voting against the merger proposal.

Santa Maria Energy’s board of managers unanimously recommends that you vote “FOR” the adoption of each proposal listed above.

By Order of the Board of Managers,

Beth Marino

VP—Legal and Corporate Affairs and Secretary

                    , 2014

REFERENCES TO ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates important business and financial information about Hyde Park and Santa Maria Energy from documents that are not included in or delivered with this document. You can obtain these documents, other than certain exhibits to these documents, by requesting them in writing or by telephone from Hyde Park or Santa Maria Energy at the following addresses:

Hyde Park Acquisition Corp. II 500 Fifth Avenue, 50^th Floor New York, New York 10110 Attention: Laurence S. Levy, CEO (212) 644-3450 Email: HPAC@hphllc.com Santa Maria Energy Holdings, LLC
2811 Airpark Drive
Santa Maria, California 93455 Attention: David Pratt, President (805) 938-3320 Email: info@santamariaenergy.com

You will not be charged for any of these documents that you request. Hyde Park stockholders requesting documents should do so by                    , 2014, in order to receive them before the Hyde Park special meeting. Santa Maria Energy unitholders requesting documents should do so by                    , 2014, in order to receive them before the Santa Maria Energy special meeting.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE MERGER	1
SUMMARY	15
Parties to the Transaction	15
The Proposed Merger	17
Merger Consideration	18
Recommendation to Hyde Park Stockholders	19
Recommendation to Santa Maria Energy Unitholders	19
Officers and Directors of Santa Maria Energy Corporation	19
Hyde Park Special Meeting	19
Santa Maria Energy Special Meeting	21
Interests of Hyde Park Directors, Officers and Others in the Merger	22
Interests of Santa Maria Energy Managers, Officers and Others in the Merger	23
Conditions to the Consummation of the Merger	23
Termination	23
United States Federal Income Tax Consequences of the Merger	23
Accounting Treatment of the Merger	24
Regulatory Matters	24
Listing of Santa Maria Energy Corporation Common Stock	24
Comparison of Securityholders’ Rights	24
Private Equity Financing by Santa Maria Energy Corporation	24
SUMMARY HISTORICAL FINANCIAL INFORMATION FOR SANTA MARIA ENERGY	25
SUMMARY HISTORICAL SANTA MARIA ENERGY OPERATING AND RESERVE DATA	28
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA OF SANTA MARIA ENERGY AND HYDE PARK	31
COMPARATIVE PER SHARE INFORMATION	41
PER SHARE MARKET PRICE INFORMATION	42
RISK FACTORS	43
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	70
INFORMATION ABOUT THE COMPANIES	72
THE HYDE PARK SPECIAL MEETING	74
Date, Time and Place	74
Purpose of the Special Meeting	74
Record Date; Who is Entitled to Vote	74
Quorum	74
Abstentions and Broker Non-Votes	74
Voting Your Shares	75
Revoking Your Proxy	75
Who Can Answer Your Questions About Voting Your Shares	75
Conversion Rights	75
Appraisal Rights	76
Solicitation Costs	77
No Additional Matters May Be Presented at the Special Meeting	77
HYDE PARK PROPOSALS	78
The Merger Proposal	78
The Hyde Park Adjournment Proposal	78
THE SANTA MARIA ENERGY SPECIAL MEETING	80
Date, Time and Place	80
Purpose of the Special Meeting	80
Record Date; Who is Entitled to Vote	80
Quorum	80

i

Abstentions	80
Voting Your Units	80
Revoking Your Proxy	81
Who Can Answer Your Questions About Voting Your Units	81
Appraisal Rights	81
No Additional Matters May Be Presented at the Special Meeting	81
SANTA MARIA ENERGY PROPOSALS	82
The Merger Proposal	82
The Santa Maria Energy Adjournment Proposal	82
The Santa Maria Energy Merger-Related Compensation Proposal	83
THE MERGER	85
Structure of the Merger	85
Merger Consideration	85
Background of the Merger	85
Factors Considered by the Hyde Park Board of Directors in Approving the Merger	88
Factors Considered by the Santa Maria Energy Board of Managers in Approving the Merger	89
Directors and Executive Officers of Santa Maria Energy Corporation Following Consummation of the Merger	91
Director Compensation	94
Employment Agreements	94
Interests of Hyde Park Directors, Officers and Others in the Merger	99
Interests of Santa Maria Energy Managers, Officers and Others in the Merger	100
Appraisal or Dissenters Rights	102
Accounting Treatment of the Merger	105
Public Trading Markets	106
Regulatory Matters	106
MERGER AGREEMENT	107
SELECTED HISTORICAL FINANCIAL INFORMATION	125
ADDITIONAL INFORMATION ABOUT SANTA MARIA ENERGY	129
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SANTA MARIA ENERGY	162
ADDITIONAL INFORMATION ABOUT HYDE PARK	183
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF HYDE PARK	192
DESCRIPTION OF SANTA MARIA ENERGY CORPORATION’S COMMON STOCK AND OTHER SECURITIES	197
General	197
Common Stock	197
Preferred Stock	197
Dividends	198
Santa Maria Energy Corporation’s Transfer Agent	198
Listing of Santa Maria Energy Corporation’s Shares	199
Certain Anti-Takeover Provisions of Delaware Law and Santa Maria Energy Corporation’s Certificate of Incorporation and By-Laws	199
BENEFICIAL OWNERSHIP OF SECURITIES	200
Security Ownership of Certain Beneficial Owners and Management of Hyde Park	200
Security Ownership of Certain Beneficial Owners and Management of Santa Maria Energy	203
Beneficial Ownership of Santa Maria Energy Corporation Stock	204
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	206
Certain Hyde Park Transactions	206
Hyde Park Section 16(a) Beneficial Ownership Reporting Compliance	207
Certain Santa Maria Energy Transactions	207
Santa Maria Energy Corporation Related Person Policy	210

ii

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER	211
COMPARISON OF SECURITYHOLDERS’ RIGHTS	215
OTHER STOCKHOLDER AND UNITHOLDER COMMUNICATIONS	219
EXPERTS	219
DELIVERY OF DOCUMENTS TO HYDE PARK STOCKHOLDERS	219
DELIVERY OF DOCUMENTS TO SANTA MARIA ENERGY UNITHOLDERS	220
WHERE YOU CAN FIND MORE INFORMATION ABOUT HYDE PARK	220
GLOSSARY	221
FINANCIAL STATEMENTS	F-1
ANNEXES
A—Composite Agreement and Plan of Merger
B—Santa Maria Energy Corporation Amended and Restated Certificate of Incorporation
C—Santa Maria Energy Corporation Amended and Restated Bylaws
D—Section 262 of the Delaware General Corporation Law

iii

QUESTIONS AND ANSWERS ABOUT THE MERGER

The questions and answers below highlight only selected procedural information contained this joint proxy statement/prospectus. They do not contain all of the information that may be important to you. You should read carefully this entire joint proxy statement/prospectus and the additional documents referred to herein to fully understand the voting procedures for the meetings.

Q. Why am I receiving this joint proxy statement/prospectus? A. Hyde Park Acquisition Corp. II, a Delaware corporation (“Hyde Park”), and Santa Maria Energy Holdings, LLC, a Delaware limited liability company (“Santa Maria Energy”), will hold special meetings of their stockholders and unitholders, respectively, to consider and vote upon proposals relating to a proposed merger between Hyde Park and Santa Maria Energy. Santa Maria Energy is an independent energy company focused on the exploration and development of oil and natural gas in the Monterey formation and the Diatomite reservoir within the Sisquoc formation in northern Santa Barbara County, California. This joint proxy statement/prospectus contains important information about the proposed transactions, which we refer to as the “merger,” and the other matters to be acted upon at the special meeting of each of Hyde Park stockholders and Santa Maria Energy unitholders. The vote of the Hyde Park stockholders and Santa Maria Energy unitholders, respectively, is important. You are encouraged to read this joint proxy statement/prospectus carefully and in its entirety and to vote as soon as possible after carefully reviewing this joint proxy statement/prospectus.

Q. How will the proposed merger be completed? A. The transaction will be effected through multiple steps:

• First, HPAC Merger Sub, Inc. (“HPAC Merger Sub”), a Delaware corporation and wholly-owned subsidiary of Santa Maria Energy Corporation (“Santa Maria Energy Corporation”), will merge with and into Hyde Park with Hyde Park surviving as a wholly-owned subsidiary of Santa Maria Energy Corporation, and Hyde Park stockholders will receive Santa Maria Energy Corporation common stock in exchange for their Hyde Park common stock (the “Hyde Park Merger”).

• Second, SME Merger Sub, LLC (“SME Merger Sub”), a Delaware limited liability company and wholly-owned subsidiary of Santa Maria Energy Corporation, will merge with and into Santa Maria Energy, with Santa Maria Energy surviving as a wholly-owned subsidiary of Santa Maria Energy Corporation, and Santa Maria Energy common unitholders will receive Santa Maria Energy Corporation common stock and Santa Maria Energy preferred unitholders will receive Santa Maria Energy Corporation preferred stock in exchange for their Santa Maria Energy units (the “Santa Maria Merger”).

• Last, Santa Maria Energy Corporation will contribute all of its interests in Santa Maria Energy to Hyde Park, resulting in Santa Maria Energy becoming a wholly-owned subsidiary of Hyde Park (the “SME Contribution”).

For more information, see the section entitled “Merger Agreement.”

Q. Why are Hyde Park and Santa Maria Energy proposing the merger? A. Hyde Park was formed for the purpose of acquiring, through a merger, share exchange, asset acquisition, equity purchase or similar business combination, one or more operating businesses.

Based upon its investigation of Santa Maria Energy and its consolidated subsidiaries, Hyde Park believes that the merger with Santa Maria Energy and entering the oil and natural gas exploration and development business provides an attractive investment opportunity for Hyde Park and its stockholders. In reaching its decision to approve the merger, Hyde Park’s board of directors considered a number of factors, which are described elsewhere in this joint proxy statement/prospectus. See the sections entitled “The Merger—Factors Considered by the Hyde Park Board of Directors in Approving the Merger” and “Additional Information About Santa Maria Energy.”

In accordance with its amended and restated certificate of incorporation, Hyde Park is required to submit the merger proposal to holders of its shares of common stock issued in Hyde Park’s initial public offering (“IPO shares”) for their approval. In addition, because the transaction involves a merger between Hyde Park and Hyde Park Merger Sub, the Delaware General Corporation Law (the “DGCL”) requires that the transaction be submitted to all of Hyde Park’s stockholders (including Hyde Park’s sponsors) for their approval.

In the course of reaching its decision to approve the agreement and plan of merger providing for the merger of Hyde Park and Santa Maria Energy (the “Merger Agreement”) and the related transactions, the board of managers of Santa Maria Energy considered a number of factors in its deliberations. For a more complete discussion of the factors that the Santa Maria Energy board of managers considered, see “The Merger—Factors Considered by the Santa Maria Energy Board of Managers in Approving the Merger.”

Q. What will Hyde Park stockholders receive in the merger? A. If the merger is completed, Hyde Park stockholders will receive one share of Santa Maria Energy Corporation common stock for each share of Hyde Park common stock that they own immediately prior to the effective time of the merger.

Please note that there are several risks associated with owning Santa Maria Energy Corporation shares and there are also several differences between owning Santa Maria Energy Corporation shares as compared to owning Hyde Park shares. See “Comparison of Securityholders’ Rights” for a discussion of the differences in rights of Santa Maria Energy Corporation stockholders and Hyde Park stockholders and “Risk Factors—

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Risks Related to Santa Maria Energy” for further discussion of the risks associated with owning Santa Maria Energy Corporation shares.

Q. What will Santa Maria Energy unitholders receive in the merger? A. If the merger is completed, Santa Maria Energy common unitholders will receive 0.2857 shares of Santa Maria Energy Corporation common stock for each Santa Maria Energy common unit that they own immediately prior to the effective time of the merger. Kayne Anderson Energy Fund IV, L.P. and Kayne Anderson Energy Fund IV QP, L.P. (collectively the “Kayne Investors”), as the only holders of Santa Maria Energy redeemable preferred units (“preferred units”), will receive one share of Santa Maria Energy Corporation preferred stock for each Santa Maria Energy preferred unit that they own immediately prior to the effective time of the merger.

Please note that there are several risks associated with owning Santa Maria Energy Corporation shares and there are also several differences between owning Santa Maria Energy Corporation shares as compared to owning Santa Maria Energy units. See “Comparison of Securityholders’ Rights” for further discussion of the differences in rights of Santa Maria Energy Corporation stockholders and Santa Maria Energy unitholders and “Risk Factors—Risks Related to Hyde Park and the Merger” for further discussion of the risks associated with owning Santa Maria Energy Corporation shares.

Q. What are the terms of the shares of Santa Maria Energy Corporation preferred stock that the Kayne Investors will receive in the merger? A. If the merger is completed, the Kayne Investors will receive one share of preferred stock for each Santa Maria Energy preferred unit that they own immediately prior to the effective time of the merger. The stated amount of these shares will be $50 million. These shares will be subject to a mandatory dividend of 8.0% per annum paid quarterly in cash or additional shares of preferred stock at the option of Santa Maria Energy Corporation. The shares must be redeemed upon (i) the fourth anniversary of the consummation of the merger or (ii) upon a change of control, whichever occurs first. Santa Maria Energy Corporation also has the option to redeem the preferred stock at any time following the consummation of the merger at 100% stated amount plus any accrued dividends, subject to certain limitations. While the preferred stock is outstanding, the Kayne Investors will have the right to appoint two members of the board of directors of Santa Maria Energy Corporation, and the Kayne Investors will have certain approval rights with respect to the business and management of Santa Maria Energy Corporation.

Please note that there are several risks associated with owning Santa Maria Energy Corporation shares and there are also several differences between owning Santa Maria Energy Corporation shares as compared to owning Santa Maria Energy units. See “Description of Santa Maria Energy Corporation’s Common Stock and Other Securities” for further discussion of the terms of

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the preferred stock in Santa Maria Energy Corporation and “Risk Factors—The Kayne Investors will receive Santa Maria Energy Corporation preferred stock in the merger, and their interests may conflict with those of the common stockholders” for further discussion of the risks associated with owning Santa Maria Energy Corporation common and preferred stock.

Q. What vote is required to adopt the merger proposal? A. For Hyde Park stockholders, adoption of the merger proposal requires the affirmative vote of the holders of a majority of the IPO shares represented in person or by proxy and entitled to vote at the meeting and the affirmative vote of holders of a majority of outstanding shares of Hyde Park common stock. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will have the same effect as a vote against the merger proposal.

For Santa Maria Energy unitholders, adoption of the merger proposal requires the affirmative vote of the holders of a majority of the outstanding preferred units and at least 29% of the outstanding common units. As of the close of business on the record date, there were 50,000,000 common units and 50,000 preferred units outstanding and entitled to vote at the meeting. Each unit is entitled to one vote at the special meeting. Abstentions are deemed entitled to vote on the merger proposal. Therefore, they have the same effect as a vote against the merger proposal.

Q. How will Hyde Park’s initial stockholders vote in connection with the merger proposal? A. As of                     , 2014, the record date for the special meeting, Hyde Park’s initial stockholders, which are sometimes referred to herein as the “sponsors,” held an aggregate of 2,568,750 shares of Hyde Park common stock, which are sometimes referred to herein as “sponsors’ shares,” representing approximately 25.5% of the outstanding shares of Hyde Park common stock. Pursuant to agreements with Hyde Park, the sponsors have agreed to vote all of the sponsors’ shares in favor of the merger proposal. See the section entitled “Additional Information About Hyde Park—Voting Restrictions in Connection with Stockholder Meeting.”

Q. How will the Kayne Investors vote in connection with the merger proposal? A. The Kayne Investors, who hold all of the outstanding Santa Maria Energy preferred units and approximately 30% of the outstanding Santa Maria Energy common units, have agreed to vote all of their units in favor of the merger proposal. Accordingly, the Kayne Investors possess enough votes to approve the merger proposal, even if no other unitholder votes in favor of the merger proposal.

Q. Do Hyde Park stockholders have conversion rights? A. Yes. Pursuant to Hyde Park’s amended and restated certificate of incorporation, a holder of IPO shares may vote for or against the merger proposal and demand that Hyde Park convert such shares into cash if the merger is consummated in accordance with the procedures described in this joint proxy statement/prospectus. Hyde Park anticipates that the amount of cash held in the trust account upon the consummation of the merger will be $10.50 per IPO share.

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We sometimes refer herein to the right of Hyde Park stockholders to vote either for or against the merger and demand conversion of Hyde Park shares into their pro rata portion of the trust account as “conversion rights.” See “The Hyde Park Special Meeting—Conversion Rights.”

Q. How do Hyde Park stockholders exercise conversion rights? A. A holder of Hyde Park IPO shares that wishes to exercise its conversion rights must (i) affirmatively vote either for or against the merger proposal, (ii) demand that Hyde Park convert its Hyde Park shares into cash no later than the close of the vote on the merger proposal, and (iii) deliver its stock to Hyde Park’s transfer agent physically or electronically using The Depository Trust Company’s DWAC (Deposit Withdrawal at Custodian) System prior to the vote at the special meeting.

A holder of IPO shares may demand conversion rights either by checking the box on the proxy card or by submitting its request in writing to Hyde Park’s chief executive officer at the address listed at the end of this section. If a holder of Hyde Park common stock (i) initially does not vote with respect to the merger proposal but then wishes to vote for or against it, or (ii) wishes to exercise its conversion rights but initially does not check the box on the proxy card providing for the exercise of its conversion rights and does not send a written request to Hyde Park to exercise its conversion rights, it may request Hyde Park to send it another proxy card on which it may indicate its intended vote or its intention to exercise its conversion rights. A Hyde Park stockholder may make such request by contacting Hyde Park at the phone number or address listed at the end of this section.

Any request for conversion, once made by a holder of IPO shares, may be withdrawn at any time up to the time the vote is taken with respect to the merger proposal at the special meeting. If a Hyde Park stockholder delivers its shares for conversion to Hyde Park’s transfer agent and later decides prior to the special meeting not to elect conversion, it may request that Hyde Park’s transfer agent return the shares (physically or electronically). A Hyde Park stockholder may make such request by contacting Hyde Park’s transfer agent at the phone number or address listed at the end of this section.

Any corrected or changed proxy card or written demand of conversion rights must be received by Hyde Park’s chief executive officer prior to the vote taken on the merger proposal at the special meeting. No demand for conversion will be honored unless the holder’s common stock has been delivered (either physically or electronically) to the transfer agent prior to the vote at the meeting.

If a holder of IPO shares votes for or against the merger proposal, demand is properly made and the stock is delivered as described above, then, if the merger is consummated, Hyde Park will

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convert these shares into a pro rata portion of funds deposited in the trust account (which is expected to be $10.50 per IPO share). If a Hyde Park stockholder exercises its conversion rights, then it will be exchanging its shares of Hyde Park common stock for cash and will no longer own such shares following the merger. See the section entitled “The Hyde Park Special Meeting—Conversion Rights.”

Q. Is there a limit on the number of shares of Hyde Park common stock that may be converted? A. Yes. A holder of IPO shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) will be restricted from seeking conversion rights with respect to 20% or more of the aggregate IPO shares without Hyde Park’s prior written consent. Accordingly, all IPO shares in excess of 20% beneficially owned by a stockholder and its affiliates or any other person with whom such stockholder is acting in concert or as a group will not be converted into cash without Hyde Park’s consent. See the section entitled “The Hyde Park Special Meeting—Conversion Rights.”

In order to determine whether a stockholder is acting in concert or as a group with another stockholder, Hyde Park will require each public stockholder seeking to exercise conversion rights to certify to Hyde Park whether such stockholder is acting in concert or as a group with any other stockholder.

Q. Do I have appraisal rights if I object to the proposed merger? A. If the Santa Maria Energy Corporation common stock issued in the merger is listed on the NASDAQ (subject only to official notice of issuance), then Hyde Park stockholders do not have appraisal rights in connection with the merger under the DGCL. However, if the Santa Maria Energy Corporation common stock is not approved for listing on the NASDAQ, Hyde Park stockholders who do not vote in favor of the merger proposal and who otherwise comply with the applicable statutory procedures will have appraisal rights. Santa Maria Energy unitholders do not have appraisal rights in connection with the merger under the Delaware Limited Liability Company Act (“DLLCA”). See the sections entitled “The Hyde Park Special Meeting—Appraisal Rights” and “The Santa Maria Energy Special Meeting—Appraisal Rights.”

Q. What happens to the funds deposited in Hyde Park’s trust account after consummation of the merger? A. Upon consummation of the merger, the funds in the trust account will be released to Hyde Park and used by Hyde Park to pay holders of the IPO shares who exercise conversion rights, to pay expenses incurred in connection with the merger and for Santa Maria Energy Corporation’s working capital and general corporate purposes. Upon consummation of the merger, and following distribution of the funds in the trust account, the trust account will cease to exist.

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Q. What happens if a substantial number of Hyde Park public stockholders vote in favor of the merger proposal and exercise their conversion rights? A. Unlike some blank check companies which require public stockholders to vote against a business combination in order to exercise their conversion rights, Hyde Park’s public stockholders may vote in favor of or against the merger and still exercise conversion rights. Accordingly, the merger may be consummated even though the funds available from the trust account and the number of public stockholders are substantially reduced as a result of conversion by Hyde Park public stockholders. With fewer IPO shares and public stockholders, the trading market for Santa Maria Energy Corporation common stock may be less liquid, and Santa Maria Energy Corporation may not be able to meet the listing standards for NASDAQ or another national securities exchange.

Under the Merger Agreement, however, it is a condition to the consummation of the merger that after giving effect to the exercise of conversion rights by Hyde Park stockholders, Hyde Park shall have at least $40 million of cash in its trust account. With reduced funds available from the trust account, Santa Maria Energy Corporation will need to seek additional financing to fund drilling requirements.

Q. What happens if the merger is not consummated? A. Hyde Park must redeem 100% of the outstanding IPO shares, at a per-share price, payable in cash, equal to an amount described below, if it does not consummate the merger with Santa Maria Energy or complete another business combination by May 1, 2014. If the merger or another proposed business combination that Hyde Park presents to its stockholders for approval ultimately is not completed by that deadline, the holders of the IPO shares will be entitled to receive a pro rata share of the trust account (which is expected to be $10.50 per IPO share) and any additional pro rata interest earned on the funds held in the trust account and not released to Hyde Park for its working capital requirements or to pay taxes. See the section entitled “Additional Information About Hyde Park—Liquidation if No Merger” for additional information.

Q. When do you expect the merger to be completed? A. The Merger Agreement requires the closing to occur no later than May 1, 2014. We expect that the closing will take place on or prior to such date. See the section entitled “Merger Agreement.”

Q. What are the material U.S. federal income tax consequences of the Hyde Park Merger on U.S. holders of Hyde Park common stock that receive Santa Maria Energy common stock? A. The merger will qualify as part of an exchange under Section 351(a) of the Internal Revenue Code of 1986, as amended (the “Code”). As a result of and subject to the assumptions and qualification set forth in “Material United States Federal Income Tax Consequences of the Merger,” for U.S. federal income tax purposes, (i) no gain or loss generally will be recognized by a U.S. holder of Hyde Park common stock that receives shares of Santa Maria Energy Corporation common stock pursuant to the Hyde Park Merger, (ii) the tax basis of the Santa Maria Energy Corporation common stock received by a U.S. holder of Hyde Park common stock in the Hyde Park Merger should be the same

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as the adjusted tax basis of the Hyde Park common stock surrendered in exchange therefor, and (iii) the holding period of the Santa Maria Energy Corporation common stock received in the Hyde Park Merger by a U.S. holder of Hyde Park common stock will include the period during which such Hyde Park common stock was held. Tax matters are very complicated, and the tax consequences of the Hyde Park Merger to a particular holder will depend on such holder’s circumstances. Accordingly, you are urged to consult your tax advisor for a full understanding of the tax consequences of the merger to you, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the material U.S. federal income tax consequences of the merger, see “Material United States Federal Income Tax Consequences of the Merger.”

Q. What are the material U.S. federal income tax consequences of the Santa Maria Energy Merger on U.S. holders of Santa Maria Energy common units that receive Santa Maria Energy Corporation common stock ? A. The merger will qualify as part of an exchange of property for stock constituting control of a corporation pursuant to Section 351(a) of the Code. As a result of and subject to the assumptions and qualification set forth in “Material United States Federal Income Tax Consequences of the Merger,” for U.S. federal income tax purposes, (i) no gain or loss generally will be recognized by a U.S. holder of Santa Maria Energy common units that receives shares of Santa Maria Energy Corporation common stock pursuant to the Santa Maria Merger, (ii) the tax basis of the Santa Maria Energy Corporation common stock received by a U.S. holder of Santa Maria Energy common units in the Santa Maria Merger should be the same as the adjusted tax basis of the Santa Maria Energy common units surrendered in exchange therefor, and (iii) the holding period of the Santa Maria Energy Corporation common stock received in the Santa Maria Merger by a U.S. holder of Santa Maria Energy common units will include the period during which such Santa Maria Energy common units were held. Tax matters are very complicated, and the tax consequences of the Santa Maria Energy Merger to a particular holder will depend on such holder’s circumstances. Accordingly, you are urged to consult your tax advisor for a full understanding of the tax consequences of the merger to you, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the material U.S. federal income tax consequences of the merger, see “Material United States Federal Income Tax Consequences of the Merger.”

Q. What constitutes a quorum? A. Hyde Park’s bylaws provide that that the presence, in person or by proxy, of the holders of a majority of all the outstanding capital stock entitled to vote at the meeting constitutes a quorum at all meetings of the Hyde Park stockholders. See the section entitled “The Hyde Park Special Meeting—Quorum.”

Santa Maria Energy’s limited liability company agreement provides that the presence, in person or by proxy, of the holders

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of a majority of the preferred units and at least 29% of the outstanding common units constitutes a quorum at the Santa Maria Energy special meeting. See the section entitled “The Santa Maria Energy Special Meeting—Quorum.”

Q. Where and when is the special meeting of the Hyde Park stockholders? A. The Hyde Park special meeting will be held at the offices of Katten Muchin Rosenman LLP, located at 575 Madison Avenue, New York, New York, on                     , 2014, commencing at                     , local time.

Q. When and where is the special meeting of the Santa Maria Energy unitholders? A. The Santa Maria Energy special meeting will be held at the offices of Latham & Watkins LLP, located at 811 Main Street, Suite 3700, Houston, Texas, on                     , 2014, commencing at                     , local time.

Q. What is the other proposal being voted on by Hyde Park stockholders besides the merger proposal? A. Hyde Park stockholders will also be asked to adopt a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes at the time of the Hyde Park special meeting to adopt the merger proposal, which is referred to herein as the “Hyde Park adjournment proposal.” See the section entitled “Hyde Park Proposals—The Hyde Park Adjournment Proposal.”

Adoption by Hyde Park stockholders of the merger proposal is not conditioned upon adoption of the Hyde Park adjournment proposal.

Q. Why is Hyde Park proposing the Hyde Park adjournment proposal? A. Hyde Park is proposing the Hyde Park adjournment proposal to allow Hyde Park’s board of directors to adjourn the special meeting at which the merger proposal will be voted on to a later date or dates, if necessary, to permit further solicitation of proxies in the event there are not sufficient votes at the time of the special meeting to approve the merger proposal. See the section entitled “Hyde Park Proposals—The Hyde Park Adjournment Proposal.”

Q. What vote is required to adopt the Hyde Park adjournment proposal? A. Adoption of the Hyde Park adjournment proposal requires the affirmative vote of the holders of a majority of Hyde Park common stock represented in person or by proxy and entitled to vote at the meeting. Adoption of the Hyde Park adjournment proposal is not conditioned upon the adoption of the merger proposal. See the section entitled “Hyde Park Proposals—The Hyde Park Adjournment Proposal.”

Q. What are the other proposals being voted on by Santa Maria Energy unitholders besides the merger proposal? A. In addition to the merger proposal, Santa Maria Energy unitholders will also be asked to adopt a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes at the time of the Santa Maria Energy special meeting to adopt the merger proposal, which is referred to herein

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as the “Santa Maria Energy adjournment proposal.” See the section entitled “Santa Maria Energy Proposals—The Santa Maria Energy Adjournment Proposal.”

Furthermore, Santa Maria Energy unitholders will be asked to consider and cast an advisory (non-binding) vote on a proposal to approve certain compensation that may be paid or may become payable to Santa Maria Energy’s named executive officers in connection with the merger, which is referred to herein as the “Santa Maria Energy merger-related compensation proposal.” See the section entitled “Santa Maria Energy Proposals—The Santa Maria Energy Merger-Related Compensation Proposal.”

Q. Why is Santa Maria Energy proposing the Santa Maria Energy adjournment proposal? A. Santa Maria Energy is proposing the Santa Maria Energy adjournment proposal to allow Santa Maria Energy’s board of managers to adjourn the special meeting at which the merger proposal will be voted on to a later date or dates, if necessary, to permit further solicitation of proxies in the event there are not sufficient votes at the time of the special meeting to approve the merger proposal. See the section entitled “Santa Maria Energy Proposals—The Santa Maria Energy Adjournment Proposal.”

Q. What vote is required to adopt the Santa Maria Energy adjournment proposal? A. Adoption of the Santa Maria Energy adjournment proposal requires the affirmative vote of the holders of a majority of outstanding preferred units and at least 29% of the outstanding common units represented in person or by proxy and entitled to vote at the meeting. As of the close of business on the record date, there were 50,000,000 common units and 50,000 preferred units outstanding and entitled to vote at the meeting. Each unit is entitled to one vote at the special meeting. Adoption of the Santa Maria Energy adjournment proposal is not conditioned upon the adoption of the merger proposal. See the section entitled “Santa Maria Energy Proposals—The Santa Maria Energy Adjournment Proposal.”

The Kayne Investors, who hold all of the outstanding Santa Maria Energy preferred units and approximately 30% of the outstanding Santa Maria Energy common units, have agreed to vote all of their units in favor of the Santa Maria Energy adjournment proposal. Accordingly, the Kayne Investors possess enough votes to approve the Santa Maria Energy adjournment proposal, even if no other unitholder votes in favor of the Santa Maria Energy adjournment proposal. See “Certain Relationships and Related Transactions—Certain Santa Maria Energy Transactions.”

Q. Why are the Santa Maria Energy unitholders being asked to consider and cast an advisory (non-binding) vote on the compensation that may be paid or become payable to Santa Maria Energy’s named executive officers in connection with the merger? A. In July 2010, the Securities and Exchange Commission (the “SEC”) adopted rules that require Santa Maria Energy to seek a non-binding, advisory vote with respect to certain compensation that may be paid or become payable to Santa Maria Energy’s named executive officers that is based on or otherwise relates to the merger. See the section entitled “Santa Maria Energy Proposals—The Santa Maria Energy Merger-Related Compensation Proposal.”

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Q. What vote is required to adopt the Santa Maria Energy merger-related compensation proposal? A. Adoption of the Santa Maria Energy merger-related compensation proposal requires the affirmative vote of the holders of a majority of outstanding preferred units and at least 29% of the outstanding common units represented in person or by proxy and entitled to vote at the meeting. As of the close of business on the record date, there were 50,000,000 common units and 50,000 preferred units outstanding and entitled to vote at the meeting. Each unit is entitled to one vote at the special meeting. Adoption of the Santa Maria Energy merger-related compensation proposal is not conditioned upon the adoption of any other proposal. See the section entitled “Santa Maria Energy Proposals—The Santa Maria Energy Merger-Related Compensation Proposal.”

The Kayne Investors, who hold all of the outstanding Santa Maria Energy preferred units and approximately 30% of the outstanding Santa Maria Energy common units, have agreed to vote all of their units in favor of the Santa Maria Energy merger-related compensation proposal. Accordingly, the Kayne Investors possess enough votes to approve the Santa Maria Energy merger-related compensation proposal, even if no other unitholder votes in favor of the Santa Maria Energy merger-related compensation proposal.

Q. What do I need to do now? A. Hyde Park and Santa Maria Energy urge you to read carefully and consider the information contained in this joint proxy statement/prospectus, including the annexes, and to consider how the merger will affect you as a stockholder of Hyde Park or a unitholder of Santa Maria Energy. Stockholders and unitholders should then vote as soon as possible in accordance with the instructions provided in this joint proxy statement/prospectus and on the enclosed proxy card.

Q. How do I vote? A. If you are a holder of record of Hyde Park common stock, you may vote in person at the special meeting or by submitting a proxy for the special meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote in person, obtain a proxy from your broker, bank or nominee. See the section entitled “The Hyde Park Special Meeting.”

If you are a holder of record of Santa Maria Energy units, you may vote in person at the special meeting or by submitting a proxy for the special meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. See the section entitled “The Santa Maria Energy Special Meeting.”

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Q. If my Hyde Park shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me? A. No. Your broker, bank or nominee cannot vote your Hyde Park shares unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. See the sections entitled “The Hyde Park Special Meeting—Abstentions and Broker Non-Votes.”

Q. If I am not going to attend the special meeting in person, should I return my proxy card instead? A. Yes. After carefully reading and considering the information contained in this joint proxy statement/prospectus, please fill out and sign your proxy card. Then, please return the enclosed proxy card in the return envelope as soon as possible, so that your Hyde Park shares and/or Santa Maria Energy units may be represented at the corresponding special meeting. See the sections entitled “The Hyde Park Special Meeting—Voting Your Shares” and “The Santa Maria Energy Special Meeting—Voting Your Units.”

Q. May I change my vote after I have mailed my signed proxy card? A. Yes. Send a later-dated, signed proxy card to Hyde Park’s chief executive officer or Santa Maria Energy’s president, respectively, at the address of the corporate headquarters so that it is received by Hyde Park’s chief executive officer or Santa Maria Energy’s president, respectively, prior to the vote at the special meeting or attend the special meeting in person and vote. Hyde Park stockholders and Santa Maria Energy unitholders also may revoke their proxy by sending a notice of revocation to Hyde Park’s chief executive officer or Santa Maria Energy’s president, as applicable, which must be received by the respective officer prior to the vote at the respective special meeting. See the contact information at the end of this section. See the sections entitled “The Hyde Park Special Meeting—Revoking Your Proxy” and “The Santa Maria Energy Special Meeting—Revoking Your Proxy.”

Q. What will happen if I abstain from voting or fail to vote? A. An abstention or failure to vote (including a failure to instruct your broker how to vote if you are a Hyde Park stockholder) will have the same effect as a vote against the merger proposal. An abstention or failure to vote will not result in the conversion of your shares if you are a Hyde Park stockholder. To exercise your conversion rights as a Hyde Park stockholder, you must vote either for or against the merger proposal and at the same time affirmatively elect to convert your shares by checking the appropriate box, or directing your broker to check the appropriate box, on the proxy card and ensure that the proxy card is delivered prior to the Hyde Park special meeting. See the sections entitled “The Hyde Park Special Meeting—Abstentions and Broker Non-Votes” and “The Santa Maria Energy Special Meeting—Abstentions.”

Q. What should I do with my stock certificates? A. Hyde Park stockholders who do not elect to have their shares converted into the pro rata share of the trust account should continue to hold their stock certificates until after the merger. After the merger is completed, Hyde Park stockholders holding Hyde Park stock certificates will receive from Santa Maria

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Energy Corporation’s exchange agent a letter of transmittal and instructions on how to obtain the Santa Maria Energy Corporation common stock to which such holder is entitled under the Merger Agreement.

Each holder of record of one or more book-entry shares of Hyde Park common stock whose shares will be converted into the right to receive one share of Santa Maria Energy Corporation common stock will automatically, upon the effective time of the Hyde Park Merger, be entitled to receive, and Santa Maria Energy Corporation will cause the exchange agent to deliver to such holder as promptly as practicable after the effective time, the Santa Maria Energy Corporation common stock to which such holder is entitled under the Merger Agreement. See the section entitled “Merger Agreement.” Holders of book-entry shares will not be required to deliver a certificate or an executed letter of transmittal to the exchange agent in order to receive the Hyde Park Merger Consideration. See the section entitled “The Hyde Park Special Meeting—Conversion Rights.”

Q. What should I do if I am a securityholder of both Hyde Park and Santa Maria Energy? A. You will receive separate proxy cards for each company and should complete, sign and date each proxy card and return each proxy card in the appropriate pre-addressed postage-paid envelope or, if available, by submitting a proxy by one of the other methods specified in your proxy card or voting instruction card for each company in order to ensure that your shares and/or units are voted.

Q. What should I do if I receive more than one set of voting materials? A. You may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold securities. If you are a holder of record and your shares or units are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your securities.

Q. Who will pay for this proxy solicitation? A Hyde Park and Santa Maria will bear all expenses incurred in connection with the solicitation of proxies from their respective stockholders or unitholders. Hyde Park will, upon request, reimburse brokerage firms and other nominee holders for their reasonable expenses incurred in forwarding the proxy solicitation materials to the beneficial owners of Hyde Park shares. Hyde Park’s officers and directors may solicit proxies from Hyde Park stockholders by mail, personal contact, letter, telephone, telegram, facsimile or other electronic means. They will not receive any additional compensation for those activities, but they may be reimbursed for their out-of-pocket expenses. In addition, Hyde Park has hired                      to solicit proxies on its behalf.

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The cost of soliciting proxies on Hyde Park’s behalf will be approximately $                     plus costs and expenses. See the section entitled “The Hyde Park Special Meeting—Solicitation Costs.”

Q. Who can help answer my questions? A. If you are a Hyde Park stockholder and have questions about the merger or if you need additional copies of this joint proxy statement/prospectus or the enclosed proxy card you should contact:

You may also obtain additional information about Hyde Park from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of IPO shares and you intend to seek conversion of your shares, you will need to deliver your stock (either physically or electronically) to Hyde Park’s transfer agent at the address below prior to the vote at the special meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Frank DiPaolo

Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

fdipaolo@contintentalstock.com

If you are a Santa Maria Energy unitholder and have questions about the merger or if you need additional copies of this joint proxy statement/prospectus or the enclosed proxy card you should contact:

Beth Marino

VP—Legal and Corporate Affairs and Secretary

Santa Maria Energy Holdings, LLC

2811 Airpark Drive

Santa Maria, California 93455

Tel: (805) 938-3320

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SUMMARY

This summary highlights selected information from this joint proxy statement/prospectus and may not contain all of the information that is important to you. To better understand the merger and related proposals you should read this entire joint proxy statement/prospectus carefully, including “Risk Factors” and the annexes. See also the section entitled “Where You Can Find Additional Information.”

Parties to the Transaction

Hyde Park

Hyde Park was incorporated under the laws of the State of Delaware on February 24, 2011, as a blank check company, for the purpose of acquiring, through a merger, share exchange, asset acquisition, stock purchase, plan of arrangement, recapitalization, reorganization or similar business combination, one or more operating businesses. On August 7, 2012, Hyde Park completed its initial public offering along with a private placement of its common stock. Since its incorporation, Hyde Park has not acquired an operating business.

After deducting the underwriting discounts and commissions and the public offering expenses, the total net proceeds to Hyde Park from the public offering were $72,768,238. Of these net proceeds, $71,812,500, together with $6,937,500 raised from the private sale of common stock to Hyde Park’s sponsors, for a total of $78,750,000, were deposited in a trust account at Morgan Stanley Smith Barney, with Continental Stock Transfer & Trust Company acting as trustee, which we refer to herein as the “trust account,” and the remaining proceeds of $955,738 became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses.

The funds held in the trust account will be released to Hyde Park upon the consummation of the merger and will be used to pay the holders of the IPO shares who exercise conversion rights and to pay expenses incurred in connection with the merger and will otherwise be available for Santa Maria Energy Corporation’s general corporate purposes.

If Hyde Park does not complete the merger or another business combination by May 1, 2014, it will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public stock and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating.

Hyde Park’s common stock is traded on NASDAQ under the ticker symbol “HPAC.” The mailing address of the principal executive office of Hyde Park is 500 Fifth Avenue, 50^th Floor, New York, New York 10110, and its telephone number is (212) 644-3450.

Santa Maria Energy

Santa Maria Energy is an independent energy company focused on the exploration and development of oil and natural gas in the Monterey formation and the Diatomite reservoir within the Sisquoc formation in northern Santa Barbara County, California.

As of October 31, 2013, Santa Maria Energy’s estimated aggregate proved, probable and possible reserves were 48.0 MMBoe, and of its 15.7 MMBoe of proved reserves, 13.6% were proved developed and 99.9% were oil. Santa Maria Energy’s principal executive offices are located at 2811 Airpark Drive, Santa Maria, California 93455, and its telephone number is (805) 938-3320.

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Santa Maria Energy Corporation

Santa Maria Energy Corporation is a Delaware corporation that was organized on November 27, 2013 solely for the purpose of effecting the merger. Pursuant to the Merger Agreement, HPAC Merger Sub will be merged with and into Hyde Park, and SME Merger Sub will be merged with and into Santa Maria Energy. Santa Maria Energy will then be contributed to Hyde Park. As a result, Hyde Park will become a wholly-owned subsidiary of Santa Maria Energy Corporation and Santa Maria Energy will become a wholly-owned subsidiary of Hyde Park. As a result of the transactions contemplated by the Merger Agreement, Santa Maria Energy Corporation will become a publicly traded corporation, and former Hyde Park stockholders and Santa Maria Energy unitholders will own stock in Santa Maria Energy Corporation. Santa Maria Energy Corporation has not carried on any activities other than in connection with the merger. Santa Maria Energy Corporation’s principal executive offices are located at 2811 Airpark Drive, Santa Maria, California 93455, and its telephone number is (805) 938-3320.

HPAC Merger Sub

HPAC Merger Sub is a direct wholly-owned subsidiary of Santa Maria Energy Corporation that was formed solely in contemplation of the merger. It has not commenced any operations, has only nominal assets and has no liabilities or contingent liabilities, nor any outstanding commitments other than as set forth in the Merger Agreement. HPAC Merger Sub has not incurred any obligations, engaged in any business activities or entered into any agreements or arrangements with any third parties other than the Merger Agreement. Its principal executive offices are located at 500 Fifth Avenue, 50^th Floor, New York, NY 10110, and its telephone number is (212) 644-3450.

SME Merger Sub

SME Merger Sub is a direct wholly-owned subsidiary of Santa Maria Energy Corporation that was formed solely in contemplation of the merger. It has not commenced any operations, has only nominal assets and has no liabilities or contingent liabilities, nor any outstanding commitments other than as set forth in the Merger Agreement. SME Merger Sub has not incurred any obligations, engaged in any business activities or entered into any agreements or arrangements with any third parties other than the Merger Agreement. Its principal executive offices are located at 2811 Airpark Drive, Santa Maria, California 93455, and its telephone number is (805) 938-3320.

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The Proposed Merger

Hyde Park and Santa Maria Energy have entered into a Merger Agreement providing for the combination of Hyde Park and Santa Maria Energy under Santa Maria Energy Corporation, a new holding company. First, in the Hyde Park Merger, HPAC Merger Sub will merge with and into Hyde Park with Hyde Park as the surviving entity, and Hyde Park stockholders will receive Santa Maria Energy Corporation common stock in exchange for their Hyde Park stock. Concurrent with the Hyde Park Merger, SME Merger Sub will merge with and into Santa Maria Energy, with Santa Maria Energy as the surviving entity, and Santa Maria Energy unitholders will receive Santa Maria Energy Corporation stock in exchange for their Santa Maria Energy units. Santa Maria Energy will then be contributed to Hyde Park so that Santa Maria Energy will be a wholly-owned subsidiary of Hyde Park. Santa Maria Energy Corporation intends to apply to list its common stock, effective following the merger, on the NASDAQ under the symbol “SMEC.”

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Merger Consideration

Merger consideration received by Hyde Park stockholders

As a result of the Hyde Park Merger, each outstanding share of Hyde Park common stock will be exchanged for one share of Santa Maria Energy Corporation common stock (the “Hyde Park Merger Consideration”). A description of the Santa Maria Energy Corporation common stock to be issued in connection with the Hyde Park Merger is set forth in the section entitled “Description of Santa Maria Energy Corporation’s Common Stock and Other Securities.”

As a result of the merger and assuming no conversion of Hyde Park common stock, Hyde Park stockholders will own 10,068,750 shares of Santa Maria Energy Corporation common stock, or approximately 38.6% of its outstanding common stock immediately following the merger and prior to the consummation of the proposed private equity financing. See “The Merger—Merger Consideration” and “Summary—Private Equity Financing by Santa Maria Energy Corporation.”

Merger consideration received by Santa Maria Energy unitholders

As a result of the Santa Maria Energy Merger, each outstanding Santa Maria Energy common unit will be exchanged for 0.2857 shares of Santa Maria Energy Corporation common stock (the “Santa Maria Energy Common Merger Consideration”). In addition, each outstanding Santa Maria Energy preferred unit will be exchanged for one share of Santa Maria Energy Corporation preferred stock (the “Santa Maria Energy Preferred Merger Consideration” and, together with the Santa Maria Energy Common Merger Consideration, the “Santa Maria Energy Merger Consideration”). The common units that will be exchanged for the Santa Maria Energy Common Merger Consideration will include the 50,000,000 common units currently outstanding and up to an additional 6,099,212 common units that will be issued to the Kayne Investors immediately prior to the Santa Maria Energy Merger in satisfaction of accrued but unpaid dividends on the preferred units and a fee payable for a guarantee (the “Kayne Guaranty”) provided by the Kayne Investors in support of Santa Maria Energy’s senior

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credit facility. A description of the Santa Maria Energy Corporation common stock to be issued in connection with the merger is set forth in the section entitled “Description of Santa Maria Energy Corporation’s Common Stock and Other Securities.”

Recommendation to Hyde Park Stockholders

Hyde Park’s board of directors has determined that the merger proposal is fair to and in the best interests of Hyde Park stockholders. Hyde Park’s board of directors has also determined that the Hyde Park adjournment proposal is in the best interests of Hyde Park’s stockholders. Hyde Park’s board of directors unanimously recommends that Hyde Park’s stockholders vote “FOR” the merger proposal and “FOR” the Hyde Park adjournment proposal, if presented.

Recommendation to Santa Maria Energy Unitholders

Santa Maria Energy’s board of managers has determined that the merger proposal is fair to and in the best interests of Santa Maria Energy unitholders. Santa Maria Energy’s board of managers has also determined that approval of the Santa Maria Energy adjournment proposal is in the best interests of Santa Maria Energy’s unitholders. Furthermore, Santa Maria Energy’s board of managers has also determined that approval of the Santa Maria Energy merger-related compensation proposal is in the best interests of Santa Maria Energy’s unitholders. Santa Maria Energy’s board of managers unanimously recommends that Santa Maria Energy unitholders vote “FOR” the merger proposal, “FOR” the Santa Maria Energy adjournment proposal, if presented, and “FOR” the Santa Maria Energy merger-related compensation proposal.

Officers and Directors of Santa Maria Energy Corporation

Upon consummation of the merger, the current officers of Santa Maria Energy are expected to continue in their same positions at Santa Maria Energy Corporation, and four of the current members of the Santa Maria Energy board of managers will be appointed to serve on Santa Maria Energy Corporation’s board of directors (including two individuals designated by the Kayne Investors). In addition, three individuals (including Laurence S. Levy and Edward Levy) designated by Hyde Park will be appointed to serve on Santa Maria Energy Corporation’s board of directors.

Hyde Park Special Meeting

Date, Time and Place of Special Meeting of Hyde Park’s Stockholders

The special meeting of the stockholders of Hyde Park will be held at 10:00 a.m., eastern time, on                     , 2014 at the offices of Katten Muchin Rosenman LLP, located at 575 Madison Avenue, New York, New York, to consider and vote on the adoption of the merger proposal. The Hyde Park adjournment proposal may be presented, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, Hyde Park is not authorized to consummate the merger.

Voting Power; Record Date

Hyde Park stockholders will be entitled to vote or direct votes to be cast at the special meeting if they owned shares of Hyde Park common stock at the close of business on                     , 2014, which is the record date for the special meeting. Stockholders will have one vote for each share of Hyde Park common stock owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 10,068,750 shares of Hyde Park common stock outstanding, of which 7,500,000 were IPO shares and 2,568,750 were shares held by the Hyde Park sponsors.

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Quorum and Vote of Hyde Park Stockholders

A quorum of Hyde Park stockholders is necessary to hold a valid meeting. A quorum will be present at the Hyde Park special meeting if a majority of the outstanding shares of common stock entitled to vote at the meeting are represented in person or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum. The Hyde Park sponsors hold approximately 25.5% of the outstanding shares of Hyde Park common stock. Such shares, as well as any IPO shares acquired by the Hyde Park sponsors, will be voted in favor of the merger proposal and the Hyde Park adjournment proposal. As of the date of this joint proxy statement/prospectus, the Hyde Park sponsors have not purchased any shares since its initial public offering. The proposals presented at the special meeting will require the following votes:

• The approval of the merger proposal will require the affirmative vote of the holders of a majority of the IPO shares represented in person or by proxy and entitled to vote thereon at the meeting and the affirmative vote of holders of a majority of outstanding shares of Hyde Park common stock represented in person or by proxy and entitled to vote thereon at the meeting.

• The approval of the Hyde Park adjournment proposal, if presented, will require the affirmative vote of the holders of a majority of shares of Hyde Park common stock represented in person or by proxy and entitled to vote thereon at the meeting.

Abstentions are considered present for purposes of establishing a quorum, but will have the same effect as a vote “against” the merger proposal and the Hyde Park adjournment proposal, if presented. Broker non-votes, while considered present for the purposes of establishing a quorum, will have the same effect as votes “against” the merger proposal, but will have no effect on the Hyde Park adjournment proposal, if presented. Please note that holders of the IPO shares cannot seek conversion of their shares unless they vote for or against the merger proposal.

Adoption by Hyde Park stockholders of the merger proposal is not conditioned upon adoption of any other proposal.

Conversion Rights

Pursuant to Hyde Park’s amended and restated certificate of incorporation, a holder of IPO shares may demand that Hyde Park convert such shares into cash if the merger is consummated. Holders of IPO shares will be entitled to receive cash for these shares only if they (i) affirmatively vote either for or against the merger proposal, (ii) demand that Hyde Park convert their shares into cash no later than the close of the vote on the merger proposal, and (iii) deliver their stock to Hyde Park’s transfer agent prior to the vote at the meeting. If the merger is not completed, these shares will not be converted into cash. If a holder of IPO shares properly demands conversion and votes in favor of or against the merger proposal, Hyde Park will convert each IPO share into a full pro rata portion of the trust account, calculated as of two business days prior to the anticipated closing date of the merger. This amount is expected to be $10.50 per IPO share. If a holder of IPO shares exercises its conversion rights, then it will be exchanging its shares of Hyde Park common stock for cash and will no longer own the shares. See “The Hyde Park Special Meeting—Conversion Rights” for a detailed description of the procedures to be followed if you wish to convert your shares of Hyde Park common stock into cash.

Notwithstanding the foregoing, a holder of IPO shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking conversion rights with respect to 20% or more of the aggregate IPO shares without Hyde Park’s prior written consent. Accordingly, all IPO shares in excess of 20% beneficially owned by a stockholder and its affiliates or any other person with whom such stockholder is acting in concert or as a group will not be converted to cash without Hyde Park’s consent. In order to determine whether a stockholder is acting in concert or as a group with another stockholder, Hyde Park will require each public stockholder seeking to exercise conversion rights to certify to Hyde Park whether such stockholder is acting in concert or as a group with any other stockholder.

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In addition, it is a condition to the consummation of the merger that after giving effect to the exercise of conversion rights by Hyde Park stockholders, Hyde Park shall have at least $40 million of cash in its trust account.

If Hyde Park is unable to complete the merger or another business combination by May 1, 2014, it will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding IPO shares for cash and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. A pro rata share of the trust account that a holder would receive upon redemption in the event a business combination is not effected in the required period may be more or less than the estimated $10.50 per share that a holder would receive upon conversion of its shares in connection with the merger because (i) there will be greater earned interest in the trust account at the time of the redemption since it would occur at a later date than a conversion and (ii) Hyde Park may incur expenses it otherwise would not incur if Hyde Park consummates the merger, including, potentially, claims requiring payment from the trust account by creditors who have not waived their rights against the trust account. Hyde Park’s officers have agreed that they will be jointly and severally liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Hyde Park for services rendered or contracted for or products sold to Hyde Park. While Hyde Park has no reason to believe that its officers will not be able to satisfy those obligations, there cannot be any assurances to that effect. Notwithstanding the foregoing, Hyde Park’s officers will have no personal liability under this indemnity (1) as to any claimed amounts owed to a target business or vendor or other entity who has executed a valid and enforceable agreement with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, or (2) as to any claims under Hyde Park’s indemnity with the underwriters of its initial public offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or the Securities Act. See the section entitled “Additional Information About Hyde Park—Liquidation if No Merger” for additional information.

Appraisal Rights

If Santa Maria Energy Corporation common stock issued in the merger is listed on the NASDAQ (subject only to official notice of issuance), then Hyde Park stockholders do not have appraisal rights in connection with the merger under the DGCL. However, if the Santa Maria Energy Corporation common stock is not approved for listing on the NASDAQ, Hyde Park stockholders who do not vote in favor of the merger proposal and who otherwise comply with the applicable statutory procedures will have appraisal rights. See the section entitled “The Merger—Appraisal or Dissenters Rights.”

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. Hyde Park has engaged              to assist in the solicitation of proxies.

If a stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the special meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section entitled “The Hyde Park Special Meeting—Revoking Your Proxy.”

Santa Maria Energy Special Meeting

Date, Time and Place of Special Meeting of Santa Maria Energy’s Unitholders

The special meeting of the unitholders of Santa Maria Energy will be held at              a.m., local time, on                     , 2014 at the offices of Latham & Watkins LLP, located at 811 Main Street, Suite 3700, Houston, Texas, to consider and vote on the adoption of the merger proposal and the Santa Maria Energy merger-related compensation proposal. The Santa Maria Energy adjournment proposal may be presented, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, Santa Maria Energy is not authorized to consummate the merger.

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Voting Power; Record Date

Santa Maria Energy unitholders will be entitled to vote or direct votes to be cast at the special meeting if they owned units of Santa Maria Energy at the close of business on                     , 2014, which is the record date for the special meeting. Unitholders will have one vote for each unit of Santa Maria Energy owned at the close of business on the record date. On the record date, there were 50,000,000 common units and 50,000 preferred units of Santa Maria Energy outstanding and entitled to vote at the meeting, of which 50,000 preferred units and 14,862,157 common units were held by the Kayne Investors.

Quorum and Vote of Santa Maria Energy Unitholders

A quorum of Santa Maria Energy unitholders is necessary to hold a valid meeting. A quorum will be present at the Santa Maria Energy special meeting if a majority of the outstanding preferred units and at least 29% of the outstanding common units are represented in person or by proxy. Abstentions will count as present for the purposes of establishing a quorum. The Kayne Investors hold all of the outstanding preferred units and approximately 30% of the outstanding common units of Santa Maria Energy. Such units, will be voted in favor of the merger proposal, the Santa Maria Energy adjournment proposal, if presented, and the Santa Maria Energy merger-related compensation proposal. The proposals presented at the special meeting will require the following votes:

• The approval of the merger proposal will require the affirmative vote of the holders of a majority of the outstanding preferred units and at least 29% of the outstanding common units represented in person or by proxy and entitled to vote at the meeting.

• The approval of the Santa Maria Energy adjournment proposal will require the affirmative vote of the holders of a majority of the outstanding preferred units and at least 29% of the outstanding common units represented in person or by proxy and entitled to vote at the meeting.

• The approval of the Santa Maria Energy merger-related compensation proposal will require the affirmative vote of the holders of a majority of the outstanding preferred units and at least 29% of the outstanding common units represented in person or by proxy and entitled to vote at the meeting.

Abstentions are considered present for purposes of establishing a quorum, but will have the same effect as a vote “against” the merger proposal, the Santa Maria Energy adjournment proposal, if presented, and the Santa Maria Energy merger-related compensation proposal.

Appraisal Rights

Santa Maria Energy unitholders do not have appraisal rights in connection with the merger under the DLLCA.

Revoking Your Proxy

If a unitholder grants a proxy, it may still vote its units in person if it revokes its proxy before the special meeting. A unitholder may also change its vote by submitting a later-dated proxy as described in the section entitled “The Santa Maria Energy Special Meeting—Revoking Your Proxy.”

Interests of Hyde Park Directors, Officers and Others in the Merger

When you consider the recommendation of Hyde Park’s board of directors in favor of approval of the merger proposal and the Hyde Park adjournment proposal, you should keep in mind that Hyde Park’s sponsors, including its directors and executive officers, have interests in such proposals that are different from, or in

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addition to, your interests as a stockholder. These interests include a large number of Hyde Park shares held by officers, directors and Hyde Park sponsors becoming worthless if Hyde Park does not effect a business combination by May 1, 2014. For additional information on the interests of Hyde Park’s directors, officers and others in the merger, see “The Merger—Interests of Hyde Park Directors, Officers and Others in the Merger.”

Interests of Santa Maria Energy Managers, Officers and Others in the Merger

When you consider the recommendation of Santa Maria Energy’s board of managers in favor of approval of the merger proposal and the other proposals, you should keep in mind that Santa Maria Energy’s managers and officers have interests in such proposals that are different from, or in addition to, your interests as a unitholder. These interests include the vesting and payment of incentive awards held by members of its board of managers or its officers, discretionary payments related to of voluntary reductions in salaries of the officers, the conversion of preferred units in Santa Maria Energy held by the Kayne Investors into shares of preferred stock of Santa Maria Energy Corporation that has certain control and preferential payment rights and the payment of cash bonuses to certain officers based on performance criteria that will likely be met if the merger is consummated. For additional information on the interests of Santa Maria Energy’s managers, officers and others in the merger, see “The Merger—Interests of Santa Maria Energy Managers, Officers and Others in the Merger.”

Conditions to the Consummation of the Merger

Consummation of the merger is subject to the satisfaction or waiver of specified conditions, Hyde Park’s and Santa Maria Energy’s obligations to consummate the merger are subject, among other things, to:

• Hyde Park’s stockholders approving the Merger Agreement and the merger;

• Santa Maria Energy’s unitholders approving the Merger Agreement and the merger;

• Hyde Park having at least $40 million of cash in its trust account after giving effect to the exercise of conversion rights by Hyde Park stockholders; and

• other customary closing conditions.

If permitted under applicable law, either Hyde Park or Santa Maria Energy may waive conditions for their own respective benefit and consummate the merger even though one or more of these conditions have not been met. The condition requiring approval of the merger by Hyde Park’s stockholders will not be waived by Hyde Park. Hyde Park’s board of directors will resolicit stockholder approval of the merger if either party waives a material condition to the Merger Agreement or such changes in the terms of the merger render the disclosure previously provided incomplete or misleading in any material respect.

Termination

The Merger Agreement may be terminated in certain circumstances prior to the closing, including by reason of Hyde Park’s failure to obtain stockholder approval of the Merger Agreement and the merger, Santa Maria Energy’s failure to obtain unitholder approval of the Merger Agreement and the merger, the parties’ failure to complete the closing on or prior to May 1, 2014, the failure of Hyde Park to have at least $40 million of cash in its trust account after giving effect to the exercise of conversion rights by Hyde Park stockholders, and certain breaches of the Merger Agreement.

United States Federal Income Tax Consequences of the Merger

The U.S. federal income tax consequences of the merger are discussed in the section entitled “Material United States Federal Income Tax Consequences of the Merger.”

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Accounting Treatment of the Merger

The merger will be accounted for as a “reverse merger” and recapitalization since immediately following the consummation of the merger, the unitholders of Santa Maria Energy immediately prior to the merger will have effective control of Santa Maria Energy Corporation through their approximate 61.4% stockholder interest in the post-merger company, assuming no share conversion (71.5% in the event of maximum share conversion). In addition, Santa Maria Energy unitholders will maintain effective control of the post-merger company through control of the Santa Maria Energy Corporation board of directors by maintaining four of the seven board seats for an expected term ranging from one to three years. Additionally, all of Santa Maria Energy’s senior executives will serve as officers of Santa Maria Energy Corporation after the consummation of the merger. For accounting purposes, Santa Maria Energy will be deemed to be the accounting acquirer in the merger and, consequently, the merger will be treated as a recapitalization of Santa Maria Energy. Accordingly, Santa Maria Energy’s assets, liabilities and results of operations will become the historical financial statements of Santa Maria Energy Corporation, and Hyde Park’s assets, liabilities and results of operations will become consolidated with Santa Maria Energy effective as of the closing date of the merger. No step-up in basis or intangible assets will be recorded in this transaction. All direct costs of the merger will be charged to operations in the period that such costs are incurred.

Regulatory Matters

The merger and the transactions contemplated by the Merger Agreement are not subject to any federal, state or provincial regulatory requirement or approval.

Listing of Santa Maria Energy Corporation Common Stock

Santa Maria Energy Corporation intends to apply to list the shares of Santa Maria Energy Corporation common stock received by Hyde Park stockholders and Santa Maria Energy unitholders in the merger on NASDAQ under the symbol “SMEC”.

Comparison of Security holders’ Rights

As a result of the merger, the holders of Hyde Park common stock and Santa Maria Energy units will become holders of Santa Maria Energy Corporation stock. Following the merger, Hyde Park stockholders and Santa Maria Energy unitholders will have different rights as stockholders of Santa Maria Energy Corporation than they had as stockholders of Hyde Park or unitholders of Santa Maria Energy due to the different provisions of the governing documents of Hyde Park, Santa Maria Energy and Santa Maria Energy Corporation. For a summary of the material differences among the rights of Hyde Park stockholders, Santa Maria Energy unitholders and Santa Maria Energy Corporation stockholders, see “Comparison of Securityholders’ Rights.”

Private Equity Financing by Santa Maria Energy Corporation

Prior to the filing of this joint proxy statement/prospectus, Santa Maria Energy Corporation commenced a private placement of securities (the “Private Equity Financing”) pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 promulgated thereunder. Pursuant to the Merger Agreement, the proceeds from the Private Equity Financing, when combined with the cash held in Hyde Park’s trust account after giving effect to the exercise of conversion rights by Hyde Park stockholders will not exceed $150 million. To the extent that the Private Equity Financing is other than a sale of Santa Maria Energy Corporation common stock at $10.50 or more per share, such Private Equity Financing will require the prior consent of Hyde Park. The Private Equity Financing is contingent upon the consummation of the merger, but the merger is not contingent upon completion of the Private Equity Financing. Information in this joint proxy statement/prospectus is neither an offer to sell nor a solicitation of an offer to buy shares in the Private Equity Financing. The shares sold in the Private Equity Financing will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

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SUMMARY HISTORICAL FINANCIAL INFORMATION FOR SANTA MARIA ENERGY

The following table shows the summary historical consolidated financial data, for the periods and as of the dates indicated, for Santa Maria Energy and its subsidiaries.

The summary statement of operations data for each of the years ended December 31, 2010, 2011 and 2012 and the balance sheet data as of December 31, 2011 and 2012 are derived from Santa Maria Energy’s audited consolidated financial statements included elsewhere in this joint proxy statement/prospectus. The balance sheet data as of December 31, 2010 are derived from Santa Maria Energy’s audited consolidated financial statements not included in this joint proxy statement/prospectus. The summary statement of operations data for the nine months ended September 30, 2012 and 2013 and the balance sheet data as of September 30, 2013 are derived from Santa Maria Energy’s unaudited consolidated financial statements included elsewhere in this joint proxy statement/prospectus. The balance sheet data as of September 30, 2012 are derived from Santa Maria Energy’s unaudited consolidated financial statements not included in this joint proxy statement/prospectus.

The summary historical consolidated financial data has been prepared on a consistent basis with Santa Maria Energy’s audited consolidated financial statements. In the opinion of Santa Maria Energy’s management, such summary historical consolidated financial data reflects all adjustments (consisting of normal and recurring accruals) considered necessary to present Santa Maria Energy’s financial position for the periods presented.

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The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year because of the impact of fluctuations in prices received from oil and natural gas, natural production declines, the uncertainty of exploration and development drilling results and other factors. The summary financial data presented below are qualified in their entirety by reference to, and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Santa Maria Energy” and Santa Maria Energy’s consolidated financial statements and related notes included elsewhere herein.

	Year Ended December 31,									Nine Months Ended September 30,
	2010			2011			2012			2012			2013
	(in thousands)
Statement of operations data:
Operating revenues:
Oil and natural gas production revenues	$	9,008		$	13,449		$	14,639		$	11,535		$	9,262
Total revenues		9,008			13,449			14,639			11,535			9,262
Operating expenses:
Lease operating expenses		4,585			6,386			7,019			5,311			4,960
Production taxes		191			152			224			168			197
Depletion, depreciation and amortization		3,081			5,389			4,818			3,837			2,604
Accretion of asset retirement obligations		64			84			97			73			75
General and administrative		4,179			6,236			6,210			4,955			3,768
Total operating expenses		12,100			18,247			18,368			14,344			11,604
Operating loss		(3,092	)		(4,798	)		(3,729	)		(2,809	)		(2,342	)
Other expense:
Interest expense		(841	)		(620	)		(914	)		(536	)		(1,225	)
Interest income		45			343			5			3			4
Commodity derivative fair value losses		(151	)		(971	)		(559	)		(741	)		(166	)
Unrealized gain (loss) on mark-to-market commodity derivatives		(1,783	)		532			778			1,150			178
Other		4			17			(45	)		12			10
Total other expense		(2,726	)		(699	)		(735	)		(112	)		(1,199	)
Net loss from operations	$	(5,818	)	$	(5,497	)	$	(4,464	)	$	(2,921	)	$	(3,541	)
Balance sheet data (at period end):
Cash and cash equivalents	$	2,996		$	2,077		$	388		$	758		$	210
Property and equipment, net		77,480			94,529			96,913			96,867			96,769
Total assets		83,213			99,732			101,150			100,759			100,005
Current portion of long-term indebtedness		1,766			13,374			—			13,276			—
Long-term indebtedness		13,000			86			14,600			58			17,100
Redeemable preferred membership interest		24,000			45,000			50,000			50,000			50,000
Total equity		35,816			28,639			19,700			22,432			12,486
Total liabilities & equity		83,213			99,732			101,150			100,759			100,005
Other financial data:
Adjusted EBITDA (1)	$	(41	)	$	(257	)	$	552		$	336		$	177
Net cash provided by operating activities		(1,668	)		(303	)		(1,378	)		(145	)		(198	)
Net cash provided by (used in) investing activities		(9,514	)		(21,760	)		(6,852	)		(6,067	)		(2,433	)
Net cash provided by (used in) financing activities		13,416			21,143			6,542			4,892			2,453
Capital expenditures		9,816			21,674			7,309			6,186			2,460

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(1) “Adjusted EBITDA,” as used and defined by Santa Maria Energy, may not be comparable to similarly titled measures employed by other companies and is not a measure of performance calculated in accordance with GAAP. Adjusted EBITDA should not be considered in isolation or as a substitute for operating income, net income or loss, cash flows provided by operating, investing and financing activities, or other income or cash flow statement data prepared in accordance with GAAP. Adjusted EBITDA provides no information regarding a company’s capital structure, borrowings, interest costs, capital expenditures, and working capital movement or tax position. Adjusted EBITDA does not represent funds available for discretionary use because those funds may be required for debt service, capital expenditures, working capital, income taxes, franchise taxes, exploration expenses, and other commitments and obligations. However, Santa Maria Energy’s management team believes Adjusted EBITDA is useful to an investor in evaluating Santa Maria Energy’s financial performance because this measure:

• is widely used by investors in the oil and natural gas industry to measure a company’s operating performance without regard to items excluded from the calculation of such term, which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired, among other factors;

• helps investors to more meaningfully evaluate and compare the results of Santa Maria Energy’s operations from period to period by removing the effect of Santa Maria Energy’s capital structure from its operating results; and

• is used by Santa Maria Energy’s management team for various purposes, including as a measure of operating performance, in presentations to its board of managers, as a basis for strategic planning and forecasting and by Santa Maria Energy’s lenders pursuant to covenants under its senior credit facility.

There are significant limitations to using Adjusted EBITDA as a measure of performance, including the inability to analyze the effect of certain recurring and non-recurring items that materially affect Santa Maria Energy’s net income or loss, the lack of comparability of results of operations of different companies and the different methods of calculating Adjusted EBITDA reported by different companies. The following table represents a reconciliation of Santa Maria Energy’s net income (loss) to Adjusted EBITDA:

	Year Ended December 31,									Nine Months Ended September 30,
	2010			2011			2012			2012			2013
	(in thousands)
Net loss from operations	$	(5,818	)	$	(5,497	)	$	(4,464	)	$	(2,921	)	$	(3,541	)
Unrealized commodity derivative fair value (gain) loss (a)		1,783			(532	)		(778	)		(1,150	)		(178	)
Interest expense and other		796			277			909			533			1,221
Depreciation, depletion and amortization		3,081			5,389			4,818			3,837			2,604
Accretion of asset retirement obligations		64			84			97			73			75
Other		53			22			(30	)		(36	)		(4	)
Adjusted EBITDA	$	(41	)	$	(257	)	$	552		$	336		$	177

(a) Represents total derivative loss (gain) reported in Santa Maria Energy’s consolidated statement of operations.

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SUMMARY HISTORICAL SANTA MARIA ENERGY OPERATING AND RESERVE DATA

The following table provides operating data for Santa Maria Energy for the periods indicated. You should refer to “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Santa Maria Energy,” “Additional Information About Santa Maria Energy—Oil and Natural Gas Data—Reserves,” and “Additional Information About Santa Maria Energy—Oil and Natural Gas Data—Production, Prices and Lifting Costs History” in evaluating the data presented below and the data presented in the table on the following page:

	Year Ended December 31,						Nine Months Ended September 30,
	2010		2011		2012		2012		2013
Production data:
Natural gas (MMcf)		—		—		—		—		63
Oil (MBbl)		124		132		140		109		89
Total combined production (MBoe)		124		132		140		109		100
Average daily combined production (Boed)		340		362		384		399		366
Average sales prices:
Natural gas (per Mcf)	$	—	$	—	$	—	$	—	$	1.97
Oil (per Bbl)	$	72.65	$	101.89	$	104.56	$	105.83	$	102.67
Combined average sales prices before effects of settled derivatives (per Boe) (1)	$	72.65	$	101.89	$	104.56	$	105.83	$	92.62
Combined average sales prices after effects of settled derivatives (per Boe) (1)	$	71.43	$	94.53	$	100.57	$	99.03	$	90.96
Average costs per Boe:
Lease operating costs	$	36.98	$	48.38	$	50.14	$	48.72	$	49.60
Production taxes	$	1.54	$	1.15	$	1.60	$	1.54	$	1.97
Depreciation, depletion and amortization	$	24.85	$	40.83	$	34.41	$	35.20	$	26.04
Accretion of asset retirement obligations	$	0.52	$	0.64	$	0.69	$	0.67	$	0.75
General and administrative	$	33.70	$	47.24	$	44.36	$	45.46	$	37.68

(1) Average sales prices shown reflect both of the before and after effects of Santa Maria Energy’s settled derivatives. Santa Maria Energy’s calculation of such effects includes realized gains or losses on settlements for commodity derivatives, which do not qualify for hedge accounting because Santa Maria Energy does not designate them as hedges.

The following table summarizes Santa Maria Energy’s estimated reserves, related standardized measure and PV-10 at December 31, 2011 and 2012 and October 31, 2013 based on pricing methods accepted by Santa Maria Energy’s independent petroleum engineering firms.

Santa Maria Energy’s estimated reserves and PV-10 as of December 31, 2012 and October 31, 2013 are based on evaluations prepared by Netherland, Sewell & Associates, Inc. (“NSAI”), an independent petroleum engineering firm. Santa Maria Energy’s estimated reserves as of December 31, 2011 were based on evaluations prepared by Gaffney, Cline & Associates (“GCA”), an independent petroleum engineering firm. Santa Maria Energy’s estimated reserves prepared (as applicable) by NSAI or GCA, which Santa Maria Energy collectively refers to as its independent petroleum engineering firm, are disclosed in the summary reports of NSAI and GCA filed as exhibits to the registration statement of which this joint proxy statement/prospectus forms a part. See “Additional Information About Santa Maria Energy—Oil and Natural Gas Data” for definitions of proved, probable and possible reserves and the technologies and economic data used in their estimation.

The information in the following table does not give any effect to or reflect Santa Maria Energy’s commodity hedges. In accordance with SEC and FASB requirements, Santa Maria Energy’s net proved reserves and standardized measure were determined using prices based on a 12-month average price calculated as the

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unweighted arithmetic average of the price on the first day of each month for the preceding twelve month period. The unweighted arithmetic average of the net oil price on the first day of each month of the twelve-month period can be found in the table below. Prices were adjusted by lease for transportation and regional price differences; however, they were not adjusted to reflect the value of any commodity hedges.

See “Additional Information About Santa Maria Energy—Oil and Natural Gas Data” for more information about Santa Maria Energy’s reserves.

	At December 31,						At October 31,
	2011(4)			2012(4)			2013(4)
Estimated Proved Reserves (1):
Monterey:
Oil (MBbl)		1,908			1,905			1,867
Natural gas (MMcf)		3,020			164			121
Diatomite—Oil (MBbl)		4,337			6,725			13,831
Total Proved Reserves (MBoe)		6,749			8,657			15,718
% Developed		34.1	%		25.2	%		13.6	%
% Oil		92.5	%		99.7	%		99.9	%
Standardized measure ($ in millions)	$	109.5		$	171.8		$	300.9
PV-10 ($ in millions) (3)	$	109.5		$	171.8		$	300.9
Estimated Probable Reserves (1) (2):
Monterey:
Oil (MBbl)		503			—			—
Natural gas (MMcf)		252			—			—
Diatomite—Oil (MBbl)		1,286			—			12,326
Total Probable Reserves (MBoe)		1,830			—			12,326
% Oil		97.7	%		0.0	%		100.0	%
PV-10 ($ in millions) (3)	$	85.8		$	—		$	313.4
Estimated Possible Reserves (1) (2):
Monterey:
Oil (MBbl)		251			—			—
Natural gas (MMcf)		126			—			—
Diatomite—Oil (MBbl)		1,860			—			19,979
Total Possible Reserves (MBoe)		2,132			—			19,979
% Oil		99.0	%		0.0	%		100.0	%
PV-10 ($ in millions) (3)	$	110.7		$	—		$	610.0

(1) Volumes and values were determined using actual net prices received at the wellhead, adjusted for transportation, gathering, processing, compression and other costs, in accordance with the pricing for oil and natural gas described above.

(2) All of Santa Maria Energy’s estimated probable and possible reserves are classified as undeveloped.

(3) PV-10 was prepared using SEC pricing discounted at 10% per annum, without giving effect to income taxes or hedges. PV-10 is a non-GAAP financial measure. Santa Maria Energy believes that the presentation of PV-10 is relevant and useful to its investors as supplemental disclosure to the standardized measure of future net cash flows, or after tax amount, because it presents the discounted future net cash flows attributable to Santa Maria Energy’s reserves prior to taking into account future corporate income taxes and Santa Maria Energy’s current tax structure. While the standardized measure is dependent on the unique tax situation of each company, PV-10 is based on a pricing methodology and discount factors that are consistent for all companies. Moreover, GAAP does not provide a measure of estimated future net cash flows for reserves other than proved reserves or for proved, probable or possible reserves calculated using prices other than SEC prices. PV-10 does not take into account the effect of future income taxes, and PV-10 estimates for reserve categories other than proved but PV-10 is otherwise calculated using the same assumptions as those for, and in a manner consistent with, the calculation of standardized measure. Because PV-10 estimates of probable and possible reserves are more uncertain than PV-10 and standardized measure of proved reserves and have not been adjusted for risk due to that uncertainty, they may not be comparable with

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each other. Nonetheless, Santa Maria Energy believes that PV-10 estimates for reserve categories other than proved present useful information for investors about the future net cash flows of its reserves in the absence of a comparable GAAP measure such as standardized measure. Because of this, PV-10 can be used within the industry and by creditors and securities analysts to evaluate estimated net cash flows from proved reserves on a more comparable basis. Investors should be cautioned that neither PV-10 nor standardized measure represents an estimate of the fair market value of Santa Maria Energy’s proved reserves. In addition, investors should be further cautioned that estimates of PV-10 of probable reserves, as well as the underlying volumetric estimates, are inherently more uncertain of being recovered and realized than comparable measures for proved reserves, and that the uncertainty for possible reserves is even more significant. Further, because estimates of probable and possible reserve volumes and PV-10 have not been adjusted for risk due to this uncertainty of recovery, they should not be summed arithmetically with each other or with comparable estimates for proved reserves. GAAP does not prescribe any corresponding measure for PV-10 of probable and possible reserves or reserves based on other than SEC prices. As a result, it is not practicable for Santa Maria Energy to reconcile these additional PV-10 measures to GAAP standardized measure. For a reconciliation of PV-10 of proved reserves based on SEC pricing to standardized measure, see “Additional Information About Santa Maria Energy—Summary of Oil and Natural Gas Reserves.”

(4) Reserves at December 31, 2011 and 2012 were prepared according to the definitions of the Society of Petroleum Engineers’ Petroleum Resources Management System. Although GCA and NSAI have not been asked to re-evaluate the volumes using SEC criteria, for the purposes of this joint proxy statement/prospectus they have no reason to believe that the reserves would be significantly different under the SEC reserves definitions and prices.

	At December 31,				At October 31,
	2011		2012		2013
Oil and natural gas prices:
Oil ($/Bbl) (a)	$	105.98	$	104.60	$	102.97
Natural gas ($/MMBtu)	$	2.76	$	1.78	$	1.78

(a) Prices reflected in this table represent the average of oil prices used in each respective reserve report for the given reporting period. Prices used at December 31, 2011 by GCA were prices provided by Santa Maria Energy and considered reasonable by GCA under the definitions of the Society of Petroleum Engineers’ Petroleum Resources Management System. Prices used at December 31, 2012 by NSAI were prices provided by Santa Maria Energy and considered reasonable by the Society of Petroleum Engineers’ Petroleum Resource Management System and were based on the 12-month unweighted arithmetic average of the first-day-of-the-month price for each month in the period of January through December 2012. Prices used at October 31, 2013 are based on SEC requirements for pricing.

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA OF SANTA MARIA ENERGY AND HYDE PARK

The following unaudited financial information has been derived by the application of pro forma adjustments to the historical consolidated and combined financial statements of Hyde Park and Santa Maria Energy to reflect the merger and the Private Equity Financing.

The unaudited pro forma balance sheet as of September 30, 2013 (the “pro forma balance sheet”) gives effect to the merger as if it had occurred on September 30, 2013. The unaudited pro forma consolidated statements of operations for the nine months ended September 30, 2013 and the year ended December 31, 2012 give effect to the merger as if it had occurred on January 1, 2012.

The unaudited pro forma financial information has been prepared using three assumed scenarios, based on the number of Hyde Park stockholders that exercise their conversion rights:

• Assuming No Conversion: This presentation assumes that no Hyde Park public stockholders seek to convert their shares into a pro rata share of the trust account.

• Assuming Maximum Conversion: This presentation assumes that $40 million of cash is held in Hyde Park’s trust account as a result of the holders of 3,690,476 IPO shares exercising their conversion rights.

• Assuming No Conversion and Minimum Private Equity Financing: This presentation assumes that no Hyde Park public stockholders seek to convert their shares into a pro rata share of the trust account and that Santa Maria Energy raises an additional approximate $71 million in the Private Equity Financing transaction (based on the approximate $79 million held in Hyde Park’s trust account as of September 30, 2013).

• All scenarios assume that $17.1 million of the resulting cash available to Santa Maria Energy Corporation is used to retire debt under Santa Maria Energy’s senior credit facility.

The merger of Hyde Park and Santa Maria Energy will be accounted for as a “reverse merger” and recapitalization since immediately following the consummation of the merger, the unitholders of Santa Maria Energy immediately prior to the business combination will have effective control of Santa Maria Energy Corporation through their approximate 61.4% stockholder interest in the post-merger company, assuming no share conversion.

The unaudited pro forma financial information does not include any adjustments for cost savings that are anticipated to be realized from the elimination of the Hyde Park operating expenses. Since its inception, Hyde Park’s efforts have been limited to organizational activities, activities related to its initial public offering, activities related to the identifying and evaluating prospective acquisition candidates, and activities relating to general corporate matters.

The unaudited pro forma financial information does not include any adjustments for incremental general and administrative costs which are anticipated to be incurred by Santa Maria Energy Corporation as a public reporting company. These incremental expenses, estimated to be approximately $3,000,000 per year, include compensation and benefit expense for certain additional personnel, fees paid to the independent auditors, legal advisors, the independent petroleum engineering firm and other professional advisors, investor relations activities, registrar and transfer agent fees, incremental costs for director and officer liability insurance and director compensation.

The unaudited pro forma financial information should not be considered indicative of actual results that would have been achieved had the merger been consummated on the dates or for the periods indicated and do not purport to indicate balance sheet data or results of operations as of any future date or for any future period. The unaudited pro forma financial information should be read together with the historical financial statements of Hyde Park and Santa Maria Energy and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Hyde Park” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Santa Maria Energy” included elsewhere in this joint proxy statement/prospectus.

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SANTA MARIA ENERGY CORPORATION

Unaudited Pro Forma Condensed Consolidated Balance Sheet

September 30, 2013

(In thousands of U.S. Dollars, except for share and per share amounts)

	Hyde Park		Santa Maria Energy		Pro Forma Adjustments for No Stock Conversion			Pro Forma Consolidated (Assuming No Stock Conversion)		Additional Adjustment for Maximum Conversion			Pro Forma Consolidated (Assuming Maximum Conversion)		Pro Forma Consolidated (Assuming No Stock Conversion)		Pro Forma Adjustments for Minimum Private Equity Financing			Pro Forma Consolidated (Assuming No Stock Conversion and Minimum Private Equity Financing)
Assets
Cash and cash equivalents	$	550	$	210	$	78,756	(1)	$	44,069	$	(38,750	)(12)	$	6,316	$	44,069	$	71,000	(11)	$	109,904
						(17,100	)(2)				997	(12)						(5,165	)(3)
						(5,370	)(4)
						(25	)(2)
						(12,953	)(3)
Prepaid expenses and other current assets		—		235					235					235		235					235
Investments held in trust account		78,756		—		(78,756	)(1)		—					—		—					—
Accounts receivable		—		1,119					1,119					1,119		1,119					1,119
Inventory		—		111					111					111		111					111
Net property, plant and equipment		—		96,769					96,769					96,769		96,769					96,769
Restricted cash		—		455					455					455		455					455
Debt issuance cost net of amortization		—		1,081		(1,081	)(2)		—					—		—					—
Other assets		—		25					25					25		25					25
Total assets	$	79,306	$	100,005				$	142,783				$	105,030	$	142,783				$	208,618
Liabilities and equity
Accounts payable	$	—	$	1,195				$	1,195				$	1,195	$	1,195				$	1,195
Accrued Delaware franchise tax		170		—					170					170		170					170
Accrued liabilities		890		469		(25	)(2)		1,232					1,232		1,232					1,232
						(102	)(5)
Revenue payable		—		181					181					181		181					181
Commodity derivative liabilities—current portion		—		172					172					172		172					172
Notes payable		—		276		(247	)(5)		29					29		29					29
Deferred Rent and Disc Salary Reimbursement		—		428					428					428		428					428
Commodity derivative liability, non-current portion		—		122					122					122		122					122
Senior secured line of credit (“senior credit facility”)		—		17,100		(17,100	)(2)		—					—		—					—
Guaranty payable		—		1,500		(1,500	)(6)		—					—		—					—
Notes payable		—		29					29					29		29					29
Accrued dividend payable		—		13,832		(13,832	)(7)		—					—		—					—
Deferred Tax Liability		—		—		15,651	(13)		15,651					15,651		15,651					15,651
Asset retirement obligation		—		2,215					2,215					2,215		2,215					2,215
Total liabilities		1,060		37,519					21,424					21,424		21,424					21,424
Redeemable preferred membership interest		—		50,000		(50,000	)(8)		—					—		—					—
Redeemable preferred stock		—		—		50,000	(8)		50,000					50,000		50,000					50,000

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	Hyde Park			Santa Maria Energy		Pro Forma Adjustments for no Stock Conversion			Pro Forma Consolidated (Assuming No Stock Conversion)			Additional Adjustment for Maximum Conversion			Pro Forma Consolidated (Assuming Maximum Conversion)			Pro Forma Consolidated (Assuming No Stock Conversion)			Pro Forma Adjustments for Minimum Private Equity Financing			Pro Forma Consolidated (Assuming No Stock Conversion and Minimum Private Equity Financing)
Common stock subject to possible conversion equity		73,098					(73,098	)(10)		—						—			—						—
Members’ equity		—			12,486		(12,486	)(9)		—						—			—						—
Common stock Par value $0.0001		—			—		1	(10)		3			(0	)(12)		2			3						3
							1	(9)
							0	(6)
							0	(7)
Additional paid-in capital		6,633			—		73,097	(10)		105,681			(38,750	)(12)		67,928			105,681			71,000	(11)		176,681
							12,485	(9)					997	(12)								(5,165	)(3)
							1,500	(6)
							13,832	(7)
							247	(5)
							(2,113	)  (3)
Deficit accumulated during the development stage		(1,485	)		—					(1,485	)					(1,485	)		(1,485	)					(1,485	)
Retained earnings		—			—		(1,081	)  (2)		(32,840	)					(32,840	)		(32,840	)					(32,840	)
							(5,370	)  (4)
							102	(5)
							(10,840	)  (3)
							(15,651	)(13)
Total stockholders’ / members’ equity		78,246			62,486					121,359						83,605			121,359						187,194
Total liabilities and equity	$	79,306		$	100,005				$	142,783					$	105,030		$	142,783					$	208,618

Pro Forma Adjustments (in thousands of U.S. Dollars, except for share and per share amounts):

(1) To liquidate investments held in trust.

(2) To record payment in full of $17,100 under Santa Maria Energy’s senior credit facility, payment of interest payable, and to eliminate debt issuance costs, net of amortization.

(3) To record payment of estimated cash transaction costs for the preparation and negotiation of the merger agreement, deferred commission on Hyde Park IPO shares and costs associated with the Private Equity Financing as follows:

(in thousands of U.S. dollars)	Santa Maria Energy		Hyde Park		Total		Merger Expenses		Hyde Park Offering Cost		SMEC Offering Cost
Placement fees	$	4,615	$	2,063	$	6,678	$	—	$	2,063	$	4,615
Merger fees		2,850		3,750		6,600		6,600		—		—
Legal and accounting fees		2,660		1,800		4,460		3,960		—		500
Other costs		265		115		380		280		50		50
Total estimated direct cash transaction costs	$	10,390	$	7,728	$	18,118	$	10,840	$	2,113	$	5,165

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(4) Payout of Santa Maria Energy Phantom Equity Units.

(5) To record the cancellation of the Sector Note and the associated interest payable in exchange for forfeited units from non-paying members. See “Management’s Discussion and Analysis of Financial Conditions and Results of Operations of Santa Maria Energy.”

(6) To record the conversion of the guaranty fee associated with the Kayne Guaranty payable into common stock.

(7) To record the conversion of the accrued dividend payable on the Santa Maria Energy preferred units into common stock.

(8) To record the conversion of Santa Maria Energy preferred units into Santa Maria Energy Corporation preferred stock.

(9) To record the conversion of Santa Maria Energy members’ equity into Santa Maria Energy Corporation stockholders’ equity.

(10) To record the conversion of Hyde Park common stock into Santa Maria Energy Corporation common stock.

(11) Proceeds from Private Equity Financing.

(12) To record a lower conversion and cancellation of 3,690,476 shares and to record a lower deferred commission on Hyde Park IPO shares.

(13) To record deferred tax liability.

Pro Forma Notes (in thousands of U.S. Dollars, except for share and per share data):

(A) Under the Merger Agreement, it is a condition to the consummation of the merger that after giving effect to the exercise of conversion rights by Hyde Park stockholders, Hyde Park shall have at least $40 million in cash in its trust account. As a result, the holders of no more than 3,690,476 shares of Hyde Park common stock can exercise their conversion rights in order for this condition to be met. If the maximum level of conversion took place, Hyde Park would be required to pay cash of $38,749,998 for the conversion of Hyde Park common stock.

(B) To ensure that holders of no more than 3,690,476 of the public shares of Hyde Park exercise their conversion rights, Hyde Park, Santa Maria Energy, and their respective affiliates may enter into arrangements to provide for the purchase of the public shares from holders thereof who indicate their intention to vote against the merger proposal and seek conversion or otherwise wish to sell their public shares or other arrangements that would induce holders of public shares not to vote against the proposed merger. Due to the uncertainty associated with these potential transactions, the pro forma financial statements do not give effect to such matters.

(C) Pro forma entries are recorded to the extent they are a direct result of the merger and are factually supportable.

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SANTA MARIA ENERGY CORPORATION

Unaudited Pro Forma Condensed Consolidated Statement of Operations

Nine Months Ended September 30, 2013

(In thousands of U.S. Dollars, except for share and per share amounts)

	Hyde Park			Santa Maria Energy			Pro Forma Adjustments for No Stock Conversion			Pro Forma Consolidated (Assuming No Stock Conversion)			Pro Forma Consolidated (Assuming Maximum Conversion)	Pro Forma Consolidated (Assuming Maximum Conversion)			Pro Forma Consolidated (Assuming No Stock Conversion)			Pro Forma Adjustments for Minimum Private Equity Financing	Pro Forma (Assuming No Stock Conversion and Minimum Private Equity Financing)
Revenue
Oil and natural gas sales	$	—		$	9,262		$			$	9,262			$	9,262		$	9,262			$	9,262
Total revenue		—			9,262						9,262				9,262			9,262				9,262
Operating expenses
Lease operating		—			4,960						4,960				4,960			4,960				4,960
Property tax		—			197						197				197			197				197
Depreciation, depletion and amortization		—			2,604						2,604				2,604			2,604				2,604
General and administrative		1,352			3,768						5,120				5,120			5,120				5,120
Accretion of discount on asset retirement obligation		—			75						75				75			75				75
Total operating expenses		1,352			11,604						12,956				12,956			12,957				12,957
Operating loss		(1,352	)		(2,342	)					(3,694	)			(3,694	)		(3,695	)			(3,695	)
Other income (expense)
Interest income		57			4						61				61			61				61
Interest expense		—			(1,225	)		1,225	(1)		—				—			—				—
Realized loss on commodity derivatives		—			(166	)					(166	)			(166	)		(166	)			(166	)
Unrealized gain on mark-to-market commodity derivatives		—			178						178				178			178				178
Other		—			10						10				10			10				10
Loss before income tax benefit / loss to unitholders		(1,295	)		(3,541	)					(3,611	)			(3,611	)		(3,612	)			(3,612	)
Income tax unitholders benefit		—			—			1,404	(2)		1,404				1,404			1,404				1,404
Net loss attributable to common stockholders		(1,295	)		—						—				—			—				—
Less preferred stock dividend		—			(3,672	)					(3,672	)			(3,672	)		(3,672	)			(3,672	)
Net loss available to common stockholders / unitholders	$	(1,295	)	$	(7,213	)				$	(5,879	)		$	(5,879	)	$	(5,879	)		$	(5,879	)
Net loss per common share / unit—Basic and diluted	$	(0.43	)	$	(0.14	)				$	(0.23	)		$	(0.26	)	$	(0.23	)		$	(0.18	)
Weighted average number of common shares / units outstanding (Note E)—Basic and diluted		3,006,210			50,000,000						26,096,360				22,405,884			26,096,360				32,858,265

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Pro Forma Adjustments (In thousands of U.S. Dollars, except for share and per share amounts):

(1) To eliminate interest expense resulting from the assumed repayment of Santa Maria Energy’s senior credit facility and notes payable.

(2) To record the income tax benefit of pro forma adjustments.

Pro Forma Notes (In thousands of U.S. Dollars, except for share and per share data):

(A) Under the Merger Agreement, it is a condition to the consummation of the merger that after giving effect to the exercise of conversion rights by Hyde Park stockholders, Hyde Park shall have at least $40 million in cash in its trust account. As a result, the holders of no more than 3,690,476 shares of Hyde Park common stock can exercise their conversion rights in order for this condition to be met. If the maximum level of conversion took place, Hyde Park would be required to pay cash of $38,749,998 for the conversion of Hyde Park common stock.

(B) To ensure that holders of no more than 3,690,476 of the public shares of Hyde Park exercise their conversion rights, Hyde Park, Santa Maria Energy, and their respective affiliates may enter into arrangements to provide for the purchase of the public shares from holders thereof who indicate their intention to vote against the merger proposal and seek conversion or otherwise wish to sell their public shares or other arrangements that would induce holders of public shares not to vote against the proposed merger. Due to the uncertainty associated with these potential transactions, the pro forma financial statements do not give effect to such matters.

(C) Pro forma entries are recorded to the extent they are a direct result of the merger or the Private Equity Financing and are factually supportable.

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(D) As the merger is being reflected as if it had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted earnings per share assumes that the shares outstanding as a result of the merger have been outstanding for the entire period presented. If the maximum number of shares is converted, this calculation is retroactively adjusted to eliminate such shares for the entire period. Shares surrendered and cancelled have been excluded from the calculation of pro forma earnings per share for the entire period. For purposes of determining potentially dilutive securities, the most recent trading price for Hyde Park’s common stock of $10.35 on December 11, 2013 was utilized. Basic and diluted weighted average number of common shares outstanding is calculated as follows:

	Pro Forma Balance Sheet Adjustment	Shares with No Stock Conversion		Shares with Maximum Stock Conversion		Shares with No Stock Conversion and Minimum Private Equity Financing
	(thousands of shares)
Actual number of common shares outstanding			—		—		—
Pro forma shares:
Shares issued to Santa Maria Energy common unitholders	(9)		14,285		14,285		14,285
Shares issued to Kayne for conversion of accrued but unpaid preferred dividends	(7)		1,600		1,600		1,600
Shares issued to Kayne for conversion of the guaranty fee payable	(6)		143		143		143
Shares issued to Hyde Park stockholders	(10)(12)		10,068		6,378		10,068
Shares issued to Private Equity Financing purchasers	(11)		—		—		6,762
Pro forma weighted average number of common shares outstanding—Basic			26,096		22,406		32,858
Potentially dilutive securities
Pro forma weighted average number of common shares outstanding—Dilutive			26,096		22,406		32,858

(E) The current market price of Hyde Park common stock utilized in the above calculations was $10.35 as of December 11, 2013.

(F) The unaudited pro forma condensed consolidated statement of operations does not include any adjustments for incremental general and administrative costs which are anticipated to be incurred by Santa Maria Energy Corporation as a public reporting company.

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SANTA MARIA ENERGY CORPORATION

Unaudited Pro Forma Condensed Consolidated Statement of Operations

Year Ended December 31, 2012

(In thousands of U.S. Dollars, except for share and per share amounts)

	Hyde Park			Santa Maria Energy			Pro Forma Adjustments for No Stock Conversion			Pro Forma Consolidated (Assuming No Stock Conversion)			Pro Forma Consolidated (Assuming Maximum Conversion)	Pro Forma Consolidated (Assuming Maximum Conversion)			Pro Forma Consolidated (Assuming No Stock Conversion)			Pro Forma Adjustments for Minimum Private Equity Financing	Pro Forma (Assuming No Stock Conversion and Minimum Private Equity Financing)
Revenue
Oil and natural gas sales	$	—		$	14,639					$	14,639			$	14,639		$	14,639			$	14,639
Total revenue		—			14,639						14,639				14,639			14,639				14,639
Operating expenses
Lease operating		—			7,019						7,019				7,019			7,019				7,019
Ad Valorem		—			224						224				224			224				224
Depreciation, depletion and amortization		—			4,818						4,818				4,818			4,818				4,818
General and administrative		219			6,210			65	(3)		6,493				6,493			6,493				6,493
Accretion of discount on asset retirement obligation		—			97						97				97			97				97
Total operating expenses		219			18,368						18,651				18,651			18,651				18,651
Operating loss		(219	)		(3,729	)					(4,012	)			(4,012	)		(4,012	)			(4,012	)
Other income (expense)
Interest income		38			5						43				43			43				43
Interest expense		—			(914	)		914	(1)		—				—			—				—
Realized loss on commodity derivatives		—			(559	)					(559	)			(559	)		(559	)			(559	)
Unrealized gain on mark-to-market commodity derivatives		—			778						778				778			778				778
Other		—			(45	)					(45	)			(45	)		(45	)			(45	)
Loss before income tax benefit / loss to unitholders		(181	)		(4,464	)					(3,795	)			(3,795	)		(3,795	)			(3,795	)
Income tax benefit		—			—			1,375	(2)		1,375				1,375			1,375				1,375
Net loss attributable to common stockholders		(181	)		—						—				—			—				—
Less preferred stock dividend		—			(4,545	)					(4,545	)			(4,545	)		(4,545	)			(4,545	)
Net available to common stockholders / unitholders	$	(181	)	$	(9,009	)				$	(6,965	)		$	(6,965	)	$	(6,965	)		$	(6,965	)
Net loss per common share / unit—Basic and diluted	$	(0.08	)	$	(0.18	)				$	(0.27	)		$	(0.31	)	$	(0.27	)		$	(0.21	)
Weighted average number of common shares / units outstanding (Note E)—Basic and diluted		2,312,377			50,000,000						26,096,360				22,405,884			26,096,360				32,858,265

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Pro Forma Adjustments (In thousands of U.S. Dollars, except for share and per share amounts):

(1) To eliminate interest expense resulting from the assumed repayment of Santa Maria Energy’s senior credit facility and notes payable.

(2) To record the income tax benefit of pro forma adjustments.

(3) To record discretionary payments for salary reductions that took effect in August 2012 or October 2012, as applicable, due to delays in the permitting process.

Pro Forma Notes (In thousands of U.S. Dollars, except for share and per share data):

(A) Under the Merger Agreement, it is a condition to the consummation of the merger that after giving effect to the exercise of conversion rights by Hyde Park stockholders, Hyde Park shall have at least $40 million in cash in its trust account. As a result, the holders of no more than 3,690,476 shares of Hyde Park common stock can exercise their conversion rights in order for this condition to be met. If the maximum level of conversion took place, Hyde Park would be required to pay cash of $38,749,998 for the conversion of Hyde Park common stock.

(B) To ensure that holders of no more than 3,690,476 of the public shares of Hyde Park exercise their conversion rights, Hyde Park, Santa Maria Energy, and their respective affiliates may enter into arrangements to provide for the purchase of the public shares from holders thereof who indicate their intention to vote against the merger proposal and seek conversion or otherwise wish to sell their public shares or other arrangements that would induce holders of public shares not to vote against the proposed merger. Due to the uncertainty associated with these potential transactions, the pro forma financial statements do not give effect to such matters.

(C) Pro forma entries are recorded to the extent they are a direct result of the merger and the Private Equity Financing and are factually supportable.

(D) The expenses related to the merger transaction have not been recorded because they are non-recurring and would be reflected on the Santa Maria Energy Corporation income statement within the following year.

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(D) As the merger is being reflected as if it had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted earnings per share assumes that the shares outstanding as a result of the merger have been outstanding for the entire period presented. If the maximum number of shares are converted, this calculation is retroactively adjusted to eliminate such shares for the entire period. Shares surrendered and cancelled have been excluded from the calculation of pro forma earnings per share for the entire period. For purposes of determining potentially dilutive securities, the most recent trading price for Hyde Park’s common stock of $10.35 on December 11, 2013 was utilized. Basic and diluted weighted average number of common shares outstanding is calculated as follows:

	Pro Forma Balance Sheet Adjustment No.		Shares with No Stock Conversion		Shares with Maximum Stock Conversion		Shares with No Stock Conversion and Minimum Private Equity Financing
	(thousands of shares)
Actual number of common shares outstanding				—		—		—
Pro forma shares:
Shares issued to Santa Maria Energy common unitholders		(9)		14,285		14,285		14,285
Shares issued to Kayne for conversion of accrued but unpaid dividends		(7)		1,600		1,600		1,600
Shares issued to Kayne for conversion of the guaranty fee payable		(6)		143		143		143
Shares issued to Hyde Park stockholders		(10)(12)		10,068		6,378		10,068
Shares issued to Private Equity Financing purchasers		(11)		—		—		6,762
Pro forma weighted average number of common shares outstanding—Basic				26,096		22,406		32,858
Potentially dilutive securities				—		—		—
Pro forma weighted average number of common shares outstanding—Dilutive				26,096		22,406		32,858

(E) The current market prices of Hyde Park common stock utilized in the above calculations was $10.35 as of December 11, 2013.

(F) The unaudited pro forma condensed consolidated statement of operations does not include any adjustments for incremental general and administrative costs which are anticipated to be incurred by Santa Maria Energy Corporation as a public reporting company.

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COMPARATIVE PER SHARE INFORMATION

The following table sets forth selected historical equity ownership information for Hyde Park and Santa Maria Energy and unaudited pro forma consolidated per share or unit ownership information after giving effect to the merger, assuming that: (i) no Hyde Park public stockholders seek to convert their shares into a pro rata share of the trust account, (ii) $40 million of cash is held in Hyde Park’s trust account as a result of the holders of 3,690,476 IPO shares exercising their conversion rights and (iii) no Hyde Park public stockholders seek to convert their shares into a pro rata share of the trust account and that Santa Maria Energy raises an additional approximate $71 million in the Private Equity Financing transaction (based on the approximate $79 million held in Hyde Park’s trust account as of September 30, 2013). Please see “Unaudited Pro Forma Consolidated Financial Data of Santa Maria Energy and Hyde Park.”

We are providing this information to aid you in your analysis of the financial aspects of the merger. The historical information should be read in conjunction with selected historical financial information included elsewhere in this joint proxy statement/prospectus and the historical financial statements of Hyde Park and Santa Maria Energy and the related notes thereto included elsewhere in this joint proxy statement/prospectus. The unaudited pro forma per share information is derived from, and should be read in conjunction with, the unaudited pro forma consolidated financial information and related notes included elsewhere in this joint proxy statement/prospectus.

The unaudited pro forma consolidated per share or unit information does not purport to represent what the actual results of operations of Hyde Park and Santa Maria Energy would have been had the merger been completed or to project Hyde Park or Santa Maria Energy’s results of operations that may be achieved after the merger. The unaudited pro forma book value per share or unit information below does not purport to represent what the value of Hyde Park and Santa Maria Energy would have been had the merger been completed nor the book value per share or unit for any future date or period. For information regarding the basis upon which the following pro forma information was prepared, including relevant assumptions and adjustments, see “Unaudited Pro Forma Consolidated Financial Data of Santa Maria Energy and Hyde Park.”

	Hyde Park Historical			Santa Maria Historical			Pro Forma Santa Maria Energy Corporation (Assuming No Conversion)			Pro Forma Santa Maria Energy Corporation (Assuming Maximum Conversion)			Pro Forma Santa Maria Energy Corporation (Assuming No Conversion and Minimum Private Equity Raise)
	($ in thousands except for per share amounts)
Nine months ended September 30, 2013:
Net loss	$	(1,295	)	$	(7,213	)	$	(5,880	)	$	(5,880	)	$	(5,880	)
Stockholders/members equity at September 30, 2013		5,148			12,486			121,359			83,606			187,194
Weighted average shares or units outstanding:
Basic and diluted		3,006			50,000			26,096			22,406			32,858
Basic and diluted earnings per share or unit		(0.43	)		(0.14	)		(0.23	)		(0.26	)		(0.18	)
Stockholders/members equity per share or unit at September 30, 2013		1.66			0.25			4.65			3.73			5.70
Year ended December 31, 2012:
Net loss		(181	)		(9,009	)		(17,805	)		(17,805	)		(17,805	)
Weighted average shares or units outstanding basic and diluted		2,312			50,000			26,096			22,406			32,858
Basic and Diluted earnings per share or unit		(0.08	)		(0.18	)		(0.68	)		(0.79	)		(0.54	)

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PER SHARE MARKET PRICE INFORMATION

Hyde Park common stock is currently quoted on NASDAQ under the ticker symbol “HPAC.” On December 3, 2013, the last day for which information was available prior to the date of the public announcement of the signing of the Merger Agreement, the last quoted sales price of HPAC was $10.40. On December 11, 2013, the last quoted sales price of HPAC was $10.35. If the merger is consummated, Hyde Park will seek to delist its common stock from NASDAQ.

There is no public trading market for Santa Maria Energy’s securities or Santa Maria Energy Corporation’s common stock. We intend to apply to list Santa Maria Energy Corporation’s common stock on NASDAQ under the symbol “SMEC.”

The following table sets forth, for the calendar quarters indicated, the quarterly high and low bid information of Hyde Park’s common stock on NASDAQ. The quotations listed below reflect interdealer prices, without retail markup, markdown or commission and may not necessarily represent actual transactions:

	Common Stock
	High		Low
Fiscal 2013:
Fourth Quarter*	$	10.40	$	10.35
Third Quarter	$	10.45	$	10.21
Second Quarter	$	10.37	$	10.20
First Quarter	$	10.30	$	10.10
Fiscal 2012:	$	10.30	$	9.50
Fourth Quarter	$	10.29	$	9.50
Third Quarter**	$	10.30	$	9.76

* Through December 11, 2013.

** Hyde Park closed its initial public offering and its common stock began trading on NASDAQ on August 7, 2012.

Dividend Policy

To date, Hyde Park has not paid any cash dividends on Hyde Park common stock, and Santa Maria Energy has not paid any distributions to its unitholders. Prior to its initial public offering, on October 26, 2011, Hyde Park effected a stock dividend of approximately 0.139 shares for each share of Hyde Park common stock. Any decision by Santa Maria Energy Corporation to pay dividends in the future will be at the discretion of Santa Maria Energy Corporation’s board of directors and will depend upon the operations, cash requirements, legal restrictions (including under the terms of Santa Maria Energy Corporation’s preferred stock) and other factors deemed relevant by Santa Maria Energy Corporation’s board of directors.

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RISK FACTORS

You should consider carefully the following risk factors, as well as the other information set forth in this joint proxy statement/prospectus, before making a decision on the merger proposal or the other proposals presented. As a stockholder of Santa Maria Energy Corporation following the consummation of the merger, you will be subject to all risks inherent in the business of Santa Maria Energy. The market value of your shares will reflect the performance of the business relative to, among other things, that of the competitors of Santa Maria Energy and general economic, market and industry conditions. The value of your investment may increase or may decline and could result in a loss. You should carefully consider the following factors as well as the other information contained in this joint proxy statement/prospectus.

Risks Related to Santa Maria Energy

The risk factors set forth below are not the only risks that may affect Santa Maria Energy’s business. Santa Maria Energy’s business could also be affected by additional risks not currently known to it or that it currently deems to be immaterial. If any of the following risks were actually to occur, Santa Maria Energy’s business, financial condition or results of operations could be materially adversely affected.

Oil and natural gas prices are volatile, and declines in prices could materially and adversely affect Santa Maria Energy’s business, financial condition, results of operations and operating cash flow.

Santa Maria Energy’s future financial condition, revenues, results of operations, rate of growth and the carrying amount of its oil and natural gas properties depend primarily upon the prices it receives for its oil and natural gas production and the prices prevailing from time to time for oil and natural gas. Oil and natural gas prices historically have been volatile, and are likely to continue to be volatile in the future, especially given current geopolitical conditions. This price volatility also affects the amount of cash flow Santa Maria Energy has available for capital expenditures and its ability to borrow money or raise additional capital. The prices for oil and natural gas are subject to a variety of factors beyond Santa Maria Energy’s control, including:

• the level of consumer demand for oil and natural gas;

• the domestic and foreign supply of oil and natural gas and the productive capacity of the industry as a whole;

• proximity, availability and capacity of oil and natural gas gathering systems, pipelines, rail cars, other transportation methods and commodity processing and refining facilities;

• the price and level of imports of foreign oil and natural gas;

• developments of the energy infrastructure in the United States, including pipelines;

• the actions of the members of the Organization of Petroleum Exporting Countries (“OPEC”) and their ability to agree to and maintain oil price and production controls;

• the global and domestic credit, financial and economic environment;

• domestic and foreign governmental regulations and taxes;

• the fluctuation of the United States dollar against other currencies;

• the price and availability of competitors’ oil and natural gas supplies in captive markets and of alternative fuel sources;

• weather conditions;

• political and economic conditions, embargoes and political instability, insurgency, terrorism or war in oil and natural gas producing regions, including the Middle East, Africa and South America, or otherwise affecting other oil and natural gas activities;

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• technological advances affecting energy production and consumption;

• variations between product prices at sales points and applicable index prices;

• acts of force majeure; and

• new U.S. federal government approvals for the export of natural gas.

These factors and the volatility of oil and natural gas markets make it extremely difficult to predict future oil and natural gas price movements with any certainty. Declines in oil and natural gas prices would reduce Santa Maria Energy’s revenues and could also reduce the amount of oil and natural gas that it can produce economically, which could lower its recognized reserve quantities and could materially and adversely affect Santa Maria Energy’s financial condition, results of operations and operating cash flows.

Future oil and natural gas price declines may result in write-downs of the carrying amount of Santa Maria Energy’s assets, which could materially and adversely affect its results of operations and limit its ability to borrow funds.

The value of Santa Maria Energy’s assets depends on oil and natural gas prices. Declines in oil prices and increases in natural gas prices as well as increases in development costs, changes in well performance, delays in asset development or deterioration of drilling results may result in it having to make material downward adjustments to its estimated proved reserves, and accounting rules may require Santa Maria Energy to write-down, and incur a corresponding non-cash charge to earnings, the carrying amount of Santa Maria Energy’s oil and natural gas properties for impairments.

Proved oil and natural gas properties are reviewed for impairment on a field-by-field basis when events and circumstances indicate a possible decline in the recoverability of the carrying amount of such property. Santa Maria Energy estimates the expected future cash flows of its oil and natural gas properties and compares these undiscounted cash flows to the carrying amount of the oil and natural gas properties to determine if the carrying amount is recoverable. If the carrying amount exceeds the estimated undiscounted future cash flows, Santa Maria Energy will write-down the carrying amount of the oil and natural gas properties to fair value. The factors used to determine fair value include, but are not limited to, estimates of reserves, future commodity prices, future production estimates, estimated future capital expenditures and discount rates commensurate with the risk associated with realizing the projected cash flows. If commodity oil prices decline in the future, Santa Maria Energy may incur additional impairment charges, which could materially and adversely affect its financial condition and results of operations.

The borrowing base of Santa Maria Energy’s senior credit facility is subject to semi-annual redeterminations in May and October of each year, based on the value of its oil and natural gas properties, in accordance with the lenders’ customary procedures and practices. Santa Maria Energy and the lenders each have a right to one additional redetermination each year. As of December 11, 2013, the borrowing base under Santa Maria Energy’s senior credit facility was $13.0 million and total lender commitments were $24.0 million. Declines in oil prices or increases in natural gas prices in the future could limit Santa Maria Energy’s borrowing base and reduce its ability to borrow under its senior credit facility. Additionally, divestitures of properties could result in a reduction of its borrowing base.

Santa Maria Energy requires substantial capital expenditures to conduct its operations, engage in acquisition activities and replace its production, and it may be unable to obtain financing on satisfactory terms necessary to execute its operating strategy.

The oil and natural gas industry is capital intensive. Santa Maria Energy requires substantial capital expenditures to conduct its production, development and exploration activities, engage in acquisition activities and replace its production. Historically, Santa Maria Energy has funded its capital expenditures through a combination of cash flows from operations, borrowings under its senior credit facility and the capital markets.

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Upon receiving the necessary permits, Santa Maria Energy expects to engage in a 110-well expansion in the Orcutt Diatomite (“Orcutt Diatomite”) project in 2014. In addition, Santa Maria Energy plans to continue project development of the Northwest Casmalia Diatomite (“NW Casmalia”) field as well as the Santa Maria Valley Monterey (“Santa Maria Valley”) and the Orcutt Monterey (“Orcutt Monterey”) fields. These planned drilling activities will require significant additional capital. Santa Maria Energy’s access to capital is subject to a number of factors, some of which are outside its control. These factors include, among others:

• its proved reserves;

• the amount of oil and natural gas Santa Maria Energy is able to produce from existing wells;

• the prices at which oil and natural gas are sold;

• the costs to produce oil and natural gas;

• the market value and performance of Santa Maria Energy’s securities; and

• the global and domestic credit, financial and economic environment.

If Santa Maria Energy’s cash flows from operations or the borrowing base under Santa Maria Energy’s senior credit facility decrease as a result of lower oil prices or higher natural gas prices, operating difficulties, declines in reserves or for any other reason, Santa Maria Energy may have limited ability to obtain the capital necessary to sustain its operations at current levels. Santa Maria Energy Corporation expects to use the proceeds from the Private Equity Financing (as defined elsewhere in this joint proxy statement/prospectus) to fund Santa Maria Energy’s drilling activities. Santa Maria Energy Corporation may not receive sufficient proceeds from the Private Equity Financing to fund its drilling activities, or may not be able to complete the Private Equity Financing or another private placement on favorable terms or at all. Further, its senior credit facility places certain restrictions on its ability to obtain new financing, and Santa Maria Energy may not be able to obtain new financing on terms favorable to it, or at all. If cash generated by operations, the proceeds from the Private Equity Financing or borrowings under Santa Maria Energy’s senior credit facility are not sufficient to meet its capital requirements, the failure to obtain additional financing could result in a curtailment of its development and exploration activities, which in turn could lead to a possible loss of properties and a decline in its oil and natural gas reserves as well as materially adversely affect its financial condition, results of operations and operating cash flows.

The actual quantities and present values of Santa Maria Energy’s proved oil and natural gas reserves may be less than it has estimated.

It is not possible to measure underground accumulations of oil or natural gas in an exact way. Estimating accumulations of oil and natural gas is a complex process that relies on interpretations of available geologic, geophysical, engineering and production data. The extent, quality and reliability of this data can vary. The process also requires certain economic assumptions, such as oil and natural gas prices, drilling and operating expenses, capital expenditures, taxes and availability of funds, some of which are mandated by the SEC.

Actual future production, oil and natural gas prices, revenues, production taxes, development expenditures, operating expenses and quantities of producible oil and natural gas reserves will most likely vary from those estimated. Any significant variance could materially and adversely affect the estimated quantities of and present values related to Santa Maria Energy’s proved reserves, and the actual quantities and present values may be less than it has previously estimated. In addition, Santa Maria Energy may adjust estimates of proved reserves to reflect production history, results of development and exploration activities, prevailing oil and natural gas prices, costs to develop and operate properties and other factors, many of which are beyond its control. Its properties may also be susceptible to hydrocarbon drainage from production on adjacent properties.

Further, it should not be assumed that any present value of future net cash flows from Santa Maria Energy’s estimated proved reserves represents the market value of its estimated oil and natural gas reserves. Santa Maria

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Energy bases the estimated discounted future net cash flows from its estimated proved reserves on first-day-of-month average oil and natural gas prices for the twelve-month period preceding the estimate and on costs as of the date of the estimate. Actual future prices and costs may be materially higher or lower. Actual future net revenues will be affected by factors such as the amount and timing of actual development expenditures, the rate and timing of production and changes in governmental regulations or taxes. In addition, the 10% discount factor used when calculating discounted future net cash flows may not be the most appropriate discount factor based on interest rates currently in effect and risks associated with Santa Maria Energy’s oil and natural gas properties or the industry in general.

Approximately 86.4% of Santa Maria Energy’s total estimated proved reserves at October 31, 2013 were undeveloped, and those reserves may not ultimately be developed.

Recovery of undeveloped reserves generally requires significant capital expenditures and successful drilling operations. Santa Maria Energy’s reserve estimates include the assumption that it will make significant capital expenditures to develop these undeveloped reserves and the actual costs, development schedule and results associated with these properties may not be as estimated. Santa Maria Energy’s management has specifically identified and scheduled drilling locations as an estimation of its future drilling activities on its existing acreage. These identified drilling locations represent a significant part of Santa Maria Energy’s growth strategy. Its ability to drill and develop these locations depends on a number of uncertainties, including the availability of capital, seasonal conditions, access rights and constraints, regulatory approvals, oil and natural gas prices, costs and drilling results. Because of these uncertainties, Santa Maria Energy does not know if the numerous potential drilling locations it has identified will ever be drilled or if it will be able to produce oil or natural gas from these or any other potential drilling locations. As such, Santa Maria Energy’s actual drilling activities may materially differ from those presently identified, which could materially and adversely affect its financial condition, results of operations and operating cash flows.

In addition, the SEC rules generally require that reserves classified as proved undeveloped be capable of conversion into proved developed within five years of classification unless specific circumstances justify a longer time. Proved undeveloped reserves that are not timely developed are subject to possible reclassification as non-proved reserves. These requirements may limit Santa Maria Energy’s ability to classify additional reserves as proved undeveloped as it pursues its drilling program. Material downward adjustments to Santa Maria Energy’s estimated proved reserves could materially and adversely affect its financial condition, results of operations and operating cash flows.

Santa Maria Energy depends on successful exploration, development and acquisitions to maintain reserves and revenue in the future.

Producing oil and natural gas reservoirs generally are characterized by declining production rates that vary depending upon reservoir characteristics and other factors. The rate of decline will change if production from Santa Maria Energy’s existing wells declines in a different manner than it has estimated. Its future oil and natural gas production is, therefore, highly dependent on its level of success in finding or acquiring additional reserves and efficiently developing and exploiting current reserves. Santa Maria Energy may not be able to develop, find or acquire additional reserves to replace its current and future production at acceptable costs. Unless Santa Maria Energy replaces its oil and natural gas reserves, its reserves and production will decline, which would materially and adversely affect its business, financial condition and results of operations and operating cash flows.

Market conditions or operational impediments may hinder Santa Maria Energy’s access to oil and natural gas markets or delay its production.

Market conditions or the unavailability of satisfactory oil and natural gas transportation arrangements may hinder Santa Maria Energy’s access to oil and natural gas markets or delay its production. The availability of a ready market for its oil and natural gas production depends on a number of factors, including the demand for and

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supply of oil and natural gas and the proximity of reserves to pipelines, rail transportation and terminal facilities. Santa Maria Energy’s ability to market its production depends in substantial part on the availability and capacity of gathering systems, pipelines, processing facilities, trucking and rail capability and refineries owned and operated by third parties. It may be required to shut in wells for a lack of a market or because of inadequacy or unavailability of oil and natural gas pipelines, gathering system capacity, storage capacity, processing facilities or refineries. Decreased access to oil and natural gas markets or access to such markets on unacceptable terms could result in increased costs, decreased margins, decreased production, or other factors which could materially and adversely affect Santa Maria Energy’s business, financial condition and results of operations and operating cash flows.

The inability of one or more of Santa Maria Energy’s customers to meet their obligations or a decision by its significant customers to stop purchasing from Santa Maria Energy may adversely affect its financial results.

Santa Maria Energy has significant concentrations of credit risk with the purchasers of its oil and natural gas. For example, all of Santa Maria Energy’s oil production is currently sold to one purchaser, Phillips 66 Company (“Phillips 66”), in California. If Phillips 66 decided not to purchase production from Santa Maria Energy, then Santa Maria Energy may have difficulty finding other purchasers for its production on favorable terms or at all. If the purchasers of its oil and natural gas become insolvent, Santa Maria Energy may be unable to collect amounts owed to it, which could materially and adversely affect its financial condition, results of operations and operating cash flows.

Drilling is a high-risk activity, and as a result, Santa Maria Energy may not adhere to its proposed drilling schedule or its drilling program may not result in commercially productive reserves.

Santa Maria Energy’s future success will partly depend on the success of its drilling program. Although Santa Maria Energy has identified or budgeted for numerous drilling prospects, it may not be able to lease or drill those prospects within its expected time frame, or at all. Santa Maria Energy’s decisions to explore, develop or otherwise exploit prospects or properties will depend on a number of factors, including:

• results of its exploration efforts and the acquisition, review and analysis of seismic data, if any;

• availability of sufficient capital resources to Santa Maria Energy and any other participants for the drilling of the prospects;

• approval of the prospects by other participants after additional data has been compiled;

• economic and industry conditions at the time of drilling, including prevailing and anticipated prices for oil and natural gas and the availability and prices of drilling rigs and crews;

• availability of leases, license options, farm-outs, other rights to explore and permits on reasonable terms for the prospects;

• overruns in budgeted expenditures and future costs of drilling and completing wells; and

• regulatory entitlement to drill and develop its assets.

Additionally, Santa Maria Energy’s drilling operations may be curtailed, delayed or canceled as a result of a variety of factors, including:

• unexpected drilling conditions;

• well integrity issues and/or surface expressions;

• pressure or irregularities in formations;

• equipment failures or accidents;

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• adverse weather conditions;

• changes in regulations;

• compliance with governmental or landowner requirements;

• disputes with mineral interest or surface owners and access constraints or limitations on surface use on or near its operating areas;

• loss of title or other title related issues;

• availability, capacity, costs and contractual terms with respect to pipelines, rail transportation and facilities to gather, process, compress, transport and market oil and natural gas; and

• shortages or delays in the availability of drilling rigs and the delivery of equipment and/or services, including experienced labor.

Santa Maria Energy’s drilling plans require discretionary approvals and drilling permits from state, local and other governmental authorities. Delays in obtaining regulatory approvals and drilling permits, including delays which jeopardize Santa Maria Energy’s ability to realize the potential benefits from leased properties within the applicable lease periods, the failure to obtain a drilling permit for a well or the receipt of a permit with unreasonable conditions or costs could have a material and adverse effect on its ability to explore on or develop its properties.

Shortages of oilfield equipment, services and qualified personnel could delay Santa Maria Energy’s drilling program and increase the prices it pays to obtain such equipment, services and personnel.

The demand for qualified and experienced field personnel to drill wells and conduct field operations such as geologists, geophysicists, engineers and other professionals in the oil and natural gas industry can fluctuate significantly, often in correlation with oil and natural gas prices, causing periodic shortages. Historically, there have been shortages of drilling and workover rigs, pipe and other oilfield equipment as demand for rigs and equipment has increased along with the number of wells being drilled. These factors also cause significant increases in costs for equipment, services and personnel. Higher oil and natural gas prices generally stimulate demand and result in increased prices for drilling and workover rigs, crews and associated supplies, equipment and services. It is beyond Santa Maria Energy’s control and ability to predict whether these conditions will exist in the future and, if so, what their timing and duration will be. The availability of drilling rigs can vary significantly from region to region at any particular time. Although land drilling rigs can be moved from one region to another in response to changes in levels of demand, an undersupply of rigs in any region may result in drilling delays and higher drilling costs for the rigs that are available in that region. These types of shortages or price increases could restrict Santa Maria Energy’s ability to drill planned wells, conduct planned operations, or could otherwise materially and adversely affect its financial condition, results of operations and operating cash flows. In addition, California regulatory authorities require more stringent standards on drilling rigs which decreases the ability to move rigs into California from other areas of the country.

The geographic concentration and other characteristics of Santa Maria Energy’s oil reserves may have a negative effect on its ability to sell its production.

All of Santa Maria Energy’s reserves are located in California. Any regional events, including price fluctuations, natural disasters and restrictive regulations that increase costs, reduce availability of equipment or supplies, reduce demand or limit its production, may impact its operations more than if its reserves were more geographically diversified. California oil production is, on average, heavier than premium grade light oil and the margin (sales price minus production costs) is generally less than that of lighter oil sales due to the processes required to refine this type of oil and the transportation requirements. As such, the effect of material price decreases will more adversely affect the profitability of heavy oil production compared with lighter grades of oil.

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A shortage of natural gas or increase in the price of natural gas in California could materially and adversely affect Santa Maria Energy’s business.

The development of Santa Maria Energy’s Diatomite oil projects in California are subject to its ability to make sufficient quantities of steam at an economic cost. Santa Maria Energy may be subject to the risks associated with a shortage of natural gas and/or the transportation of natural gas into and within California. Santa Maria Energy is highly dependent on sufficient volumes of natural gas necessary to use for fuel in generating steam in its Diatomite oil operations in California. If the required volume of natural gas for use in its operations were to be unavailable or too highly priced to produce Diatomite oil economically, its production could be materially and adversely impacted.

Santa Maria Energy may be unable to make attractive acquisitions or successfully integrate acquired operations, and any inability to do so may disrupt its business and hinder its ability to grow.

Santa Maria Energy’s business strategy has emphasized growth through strategic acquisitions. It may not be able to continue to identify properties for acquisition or it may not be able to make acquisitions on terms that it considers economically acceptable. There is intense competition for acquisition opportunities in the industry. Competition for acquisitions may increase the cost of, or cause Santa Maria Energy to refrain from completing, acquisitions. Santa Maria Energy’s strategy of completing acquisitions is dependent upon, among other things, its ability to obtain debt and equity financing and, in some cases, regulatory approvals. If Santa Maria Energy is unable to achieve strategic acquisitions, its ability to replace reserves and production and growth may be impaired, thus impacting its financial condition, results of operations, operating cash flows and reserves. In addition, Santa Maria Energy may have difficulty integrating the operations, systems, management and other personnel and technology of acquired assets or businesses with its own. These difficulties could disrupt its ongoing business, distract management and employees, increase its expenses and adversely affect its results of operations. In addition, Santa Maria Energy may incur additional debt or issue additional equity to pay for any future acquisitions, which issuances may be substantial and could significantly affect its liquidity, ability to service debt and risk profile. Significant acquisitions or other transactions could change or alter the character of Santa Maria Energy’s operations and business if the character of acquired properties is different from that of its current properties.

Acquisitions are subject to the uncertainties of evaluating recoverable reserves and potential liabilities.

Santa Maria Energy’s recent growth is due in part to acquisitions of properties with additional development potential and properties with production at acquisition but significant growth potential, and it expects acquisitions will continue to contribute to its future growth. Successful acquisitions require an assessment of a number of factors, many of which are beyond Santa Maria Energy’s control. These factors include: recoverable reserves, exploration potential, future oil and natural gas prices, operating costs, production taxes, access and development rights and potential environmental and other liabilities. Such assessments are inexact and their accuracy is inherently uncertain. In connection with Santa Maria Energy’s assessments, it performs a review of the acquired properties, which it believes is generally consistent with industry practices. However, such a review will not reveal all existing or potential problems. In addition, Santa Maria Energy’s review may not allow it to become sufficiently familiar with the properties, and Santa Maria Energy does not always discover structural, subsurface, environmental and access problems that may exist or arise. Santa Maria Energy’s review prior to signing a definitive purchase agreement may be even more limited.

There may be threatened or contemplated claims against the assets or businesses Santa Maria Energy acquires related to environmental, title, regulatory, tax, contract, litigation or other matters of which it is unaware, which could materially and adversely affect its production, revenues and results of operations. Santa Maria Energy may not be entitled to contractual indemnification for pre-closing liabilities, including environmental liabilities, on acquisitions. It may acquire interests in properties on an “as is” basis with limited remedies for breaches of representations and warranties. If material breaches are discovered by Santa Maria Energy prior to closing, it could require adjustments to the purchase price or, if the claims are significant, Santa

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Maria Energy or the seller may have a right to terminate the agreement. If Santa Maria Energy fails to discover breaches or defects prior to closing, it may incur significant unknown liabilities, including environmental liabilities, for which it would have limited or no contractual remedies or insurance coverage.

Santa Maria Energy may incur losses as a result of title deficiencies.

Santa Maria Energy acquires working and revenue interests in the oil and natural gas leases and estates upon which it will perform its exploration activities from third parties, or directly from the mineral fee owners. The existence of a material title deficiency can reduce the value or render a property worthless, thus materially and adversely affecting Santa Maria Energy’s financial condition, results of operations and operating cash flow. Title insurance covering mineral leaseholds is not always available, and when available is not always obtained. As is customary in the industry, Santa Maria Energy relies upon the judgment of staff and independent landmen who perform the field work of examining records in the appropriate governmental offices and abstract facilities before attempting to acquire or place under lease a specific mineral interest and/or undertake drilling activities. Santa Maria Energy, in some cases, performs curative work to correct deficiencies in the marketability of the title to it. In cases involving material title problems, the amount paid for affected oil and natural gas leases or estates can be generally lost, and a prospect can become undrillable.

Santa Maria Energy may incur material losses and be subject to material liability claims as a result of its oil and natural gas operations. In addition, it may not be insured for, or its insurance may be inadequate to protect it against, these risks.

Oil and natural gas operations are subject to many risks, including fires, explosions, well blowouts, surface expressions, uncontrollable flows of oil and natural gas, formation water or drilling fluids, adverse weather, freezing conditions, natural disasters, pipe or cement failures, casing collapse, embedded oilfield drilling and service tools, formations with abnormal pressures, major equipment failures, including cogeneration facilities, pollution, releases of toxic gas and other environmental risks and hazards. The occurrence of these events could also impact other parties within the area of Santa Maria Energy’s operations, including its employees, employees of its contractors and neighbors, leading to injuries, death, environmental damage, property damage, or suspension of operations. As a result, Santa Maria Energy faces the possibility of liabilities from these events that could adversely affect its business, financial condition or results of operations as well as regulatory actions and adverse publicity that could lead to delays in or cessation of its operations in the affected area and loss of related assets or revenues.

Under certain circumstances, Santa Maria Energy may be liable for environmental damage caused by previous owners or operators of properties that it owns, leases or operates. As a result, Santa Maria Energy may incur material liabilities to third parties or governmental entities, which could reduce or eliminate funds available for exploration, development or acquisitions, or cause it to incur losses.

Santa Maria Energy maintains insurance against some, but not all, of these potential risks and losses. Santa Maria Energy may elect not to obtain insurance if it believes that the cost of available insurance is excessive relative to the risks presented. In addition, pollution and environmental risks generally are not fully insurable. Santa Maria Energy currently has insurance policies covering its operations that include coverage for general liability, excess liability, physical damage to its oil and natural gas properties, operational control of wells, oil pollution, third-party liability, workers’ compensation and employers’ liability and other coverage. While Santa Maria Energy intends to obtain and maintain insurance coverage it deems appropriate for these risks, there can be no assurance that its operations will not expose Santa Maria Energy to liabilities exceeding such insurance coverage or to liabilities not covered by insurance. The occurrence of an event not fully covered by insurance could materially and adversely affect Santa Maria Energy’s financial condition, results of operations and operating cash flows.

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Execution of derivative contracts for a portion of its oil production and natural gas consumption exposes Santa Maria Energy to the risk of financial loss and may result in it making cash payments or prevent it from receiving the full benefit of increases in oil prices or decreases in natural gas prices, causing volatility in its reported earnings.

Santa Maria Energy uses derivative instruments to manage its commodity price risk for a portion of its oil production and natural gas consumption. This practice may prevent Santa Maria Energy from receiving the full advantage of increases in oil prices above the maximum fixed amount specified in its derivative contracts or, conversely, receive the full benefit of decreases in natural gas prices below the maximum fixed amount specified in its derivative contracts. The derivative instruments also expose it to the risks of financial loss in a variety of circumstances, including when:

• a counterparty to the derivative contract is unable to satisfy its obligations;

• production is delayed or less than expected;

• consumption of natural gas is delayed or less than expected; or

• there is an adverse change in the expected differential between the underlying price in the derivative instrument and actual prices received for Santa Maria Energy’s production.

The level of derivative activity depends on Santa Maria Energy’s view of market conditions, available derivative prices and Santa Maria Energy’s operating strategy.

See Management’s Discussion and Analysis of Financial Condition and Results of Operations of Santa Maria Energy—Quantitative and Qualitative Disclosures About Market Risk—Commodity Price Risk” for a summary of Santa Maria Energy’s current derivative positions. Since all of its derivative contracts are accounted for using mark-to-market accounting, Santa Maria Energy expects continued volatility in derivative gains or losses on its income statement as changes occur in the ICE price index.

The adoption of derivatives legislation by Congress, and implementation of that legislation by federal agencies, could adversely impact Santa Maria Energy’s ability to engage in commodity price risk management activities.

On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act. The Dodd-Frank Act creates a new regulatory framework for federal oversight of derivatives transactions by the U.S. Commodity Futures Trading Commission, or CFTC, and the SEC and requires the CFTC, the SEC and other regulatory agencies to promulgate rules and regulations implementing the legislation, which they have done since late 2010 and are expected to continue to do well into 2014. From late 2010 and continuing to the present date, the CFTC has introduced dozens of proposed rules and has promulgated numerous final rules based on those proposals. The effect of the proposed and final rules and any additional regulations on Santa Maria Energy’s business is not yet entirely clear, but the costs of derivatives-based hedging for commodities will likely increase for all market participants.

The new regulations may require Santa Maria Energy to comply with certain margin requirements for its over-the-counter derivative contracts with certain CFTC- or SEC-registered entities. This may make it necessary for Santa Maria Energy to enter into credit support documentation and/or post significant amounts of cash collateral, which could adversely affect Santa Maria Energy’s liquidity and ability to use derivatives to hedge its commercial price risk; however, the proposed margin rules are not yet final and therefore the application of those provisions to Santa Maria Energy is uncertain at this time. The Dodd-Frank Act also contemplates that where appropriate in light of outstanding exposures, trading liquidity and other factors, swaps (broadly defined to include most hedging instruments other than futures) will be required to be cleared through a registered clearing facility and traded on a designated exchange or swap execution facility. On July 19, 2012, the CFTC adopted final regulations to govern the exception to the clearing requirement available to swap counterparties meeting

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certain conditions under the Commodity Exchange Act, as amended by the Dodd-Frank Act. This exception provides that the clearing requirement shall not apply to a swap if one of the counterparties to the swap (i) is not a financial entity, (ii) is using swaps to hedge or mitigate commercial risk and (iii) notifies the CFTC how it generally meets its financial obligations associated with entering into non-cleared swaps, the requirements together referred to as the “End-user Exception.” Although Santa Maria Energy believes that its trades will generally qualify for the End-user Exception, its derivatives counterparties for uncleared trades will be subject to new compliance and capital, margin and business conduct standards and any of their trades may also be subject to the clearing requirement which could have a material impact on Santa Maria Energy’s hedging activities resulting from increased transaction costs. Rules promulgated under the Dodd-Frank Act further defined forwards as well as instances where forwards may become swaps. Because the CFTC rules, interpretations, no-action letters and case law are still developing, it is possible that some arrangements that previously qualified as forwards, spots or energy service contracts may fall in the regulatory category of swaps or options. In addition, the CFTC’s rules applicable to trade options may further impose burdens on Santa Maria Energy’s ability to conduct its traditional hedging program and could become subject to CFTC investigations in the future.

A widening of commodity differentials may materially and adversely impact Santa Maria Energy’s revenues and its economics.

The oil and natural gas Santa Maria Energy produces, or the natural gas it consumes, is priced in local markets where production occurs and is based on local or regional supply and demand factors as well as other local market dynamics, such as regional storage capacity and transportation. The prices that Santa Maria Energy receives for its oil and natural gas production are generally, but not always, lower than the relevant benchmark prices, such as NYMEX or Brent, that are used for calculating commodity derivative positions. The difference between the benchmark price and the price it receives is called a differential.

Santa Maria Energy may be unable to accurately predict oil and natural gas differentials, which may widen significantly in the future. Numerous factors may influence local commodity pricing, such as refinery capacity, pipeline takeaway capacity and specifications, localized storage capacity, upsets in the midstream or downstream sectors of the industry, trade restrictions and governmental regulations. Santa Maria Energy may be materially and adversely impacted by a widening differential on the products it sells. Santa Maria Energy’s commodity hedging contracts are typically based on Brent or other oil or natural gas index prices. As a result, it may be subject to “basis risk” if the differential on products it sells widens from the benchmarks used in its commodity hedging contracts. Additionally, regional capacity and storage issues may cause benchmark prices to become disconnected from regional oil and natural gas prices which may materially and adversely affect its ability to hedge using contracts based on such indices. Insufficient pipeline capacity, storage capacity or trucking or rail transportation capability and the lack of demand in any given operating area may cause the differential to widen in that area compared to other oil and natural gas producing areas. Increases in the differential between benchmark prices for oil and natural gas and the wellhead price Santa Maria Energy receives could materially and adversely affect its financial condition, results of operation and operating cash flows.

Under the “full cost” accounting method, Santa Maria Energy reviews the carrying value of its oil and natural gas properties quarterly.

Under “full cost” accounting rules, for each cost center, capitalized costs of oil and natural gas properties (net of accumulated depreciation, depletion and amortization and related deferred income taxes) may not exceed a “ceiling” equal to:

• the present value, discounted at 10%, of estimated future net cash flows from proved oil and natural gas reserves, net of estimated future income taxes; plus

• the cost of unproved properties not being amortized; plus

• the lower of cost or estimated fair value of unproved properties included in the costs being amortized (net of related tax effects).

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These rules generally require that Santa Maria Energy price its future oil and natural gas production at the trailing twelve-month average of the first-day-of-the-month reference prices as adjusted for location and quality differentials. Prior to the new rules, Santa Maria Energy was required to price its future oil and natural gas production at prices in effect at the end of each fiscal quarter. Such prices are utilized except where different prices are fixed and determinable from applicable contracts for the remaining term of those contracts, including derivative contracts that qualify and are designated for hedge accounting treatment. The derivative instruments Santa Maria Energy has in place are not classified as hedges for accounting purposes. The rules require an impairment if Santa Maria Energy’s capitalized costs exceed this “ceiling.” The revised pricing in ceiling test impairment calculations may cause results that are not indicated by market conditions existing at the end of an accounting period. For example, in periods of increasing oil and natural gas prices, the use of a twelve-month average price in the ceiling test calculation may result in impairment when the use of the single-day quarter-end price would not. Conversely, in times of declining prices, ceiling test calculations may not result in an impairment that would be reported had the lower single-day quarter-end prices been used.

Changes to current income tax laws may affect Santa Maria Energy’s ability to take certain deductions.

Substantive changes to the existing federal income tax laws have been proposed that, if adopted, would affect, among other things, Santa Maria Energy’s ability to take certain deductions related to its operations, including depletion deductions, deductions for intangible drilling and development costs and deductions for United States production activities. These changes, if enacted into law, could materially and adversely affect Santa Maria Energy’s financial condition, results of operations and operating cash flows.

Competition within the oil and natural gas industry is intense and may materially and adversely affect Santa Maria Energy’s operations.

Santa Maria Energy operates in a highly competitive environment. It competes with major and independent oil and natural gas companies in acquiring desirable oil and natural gas properties and in obtaining the equipment and labor required to develop and operate such properties. Santa Maria Energy also competes with major and independent oil and natural gas companies in the marketing, sale and/or purchase of oil and natural gas, including those located in or with operations in California. Many of its competitors are larger, fully integrated energy companies that have financial, staff and other resources substantially greater than Santa Maria Energy’s, may be less leveraged than Santa Maria Energy and have a lower cost of capital. As a result, its competitors may have greater access to capital and may be able to pay more for development prospects and producing properties, or evaluate and bid for a greater number of properties and prospects than Santa Maria Energy’s financial and staffing resources permit. Santa Maria Energy’s competitors may be able to expend greater resources on changing technologies that are increasingly important to efficiency and success in the industry and may also have a greater ability to continue drilling activities during periods of low oil and natural gas prices or to absorb the burden of present and future federal, state, local and other laws and regulations. Also, international developments and potentially improving economics of oil exploration may influence other companies to increase their domestic oil and natural gas exploration. From time to time, Santa Maria Energy has to compete with financial investors in the property acquisition market, including private equity sponsors with more funds and access to additional liquidity. Many of these competitors have financial and other resources substantially greater than does Santa Maria Energy.

During 2013, the oil and natural gas exploration and production industry experienced continued strong demand for drilling services and supplies which resulted in increasing costs. Factors affecting competition in the industry include price, location of drilling, availability of drilling prospects and drilling rigs, pipeline capacity, quality of production and volumes produced. In addition, oil and natural gas producers are increasingly facing competition from providers of alternative energy, and government policy may favor those competitors in the future. Santa Maria Energy can give no assurance that it will be able to compete effectively in the future, which could materially and adversely affect its financial condition, results of operations and operating cash flows.

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Santa Maria Energy may not be able to keep pace with technological developments in the oil and natural gas industry.

The oil and natural gas industry is characterized by rapid and significant technological advancements and introductions of new products and services using new technologies. As Santa Maria Energy’s competitors use or develop new technologies, Santa Maria Energy may be placed at a competitive disadvantage, and competitive pressures may force it to implement those new technologies at substantial cost. In addition, other oil and natural gas companies may have greater financial, technical and personnel resources that allow them to utilize technological advantages and may in the future allow them to implement new technologies before Santa Maria Energy can. Santa Maria Energy may not be able to respond to these competitive pressures and implement new technologies on a timely basis or at an acceptable cost. If one or more of the technologies that Santa Maria Energy uses now or in the future were to become obsolete or if Santa Maria Energy were unable to use the most advanced commercially available technology, its business, financial condition and results of operations could be materially adversely affected.

Santa Maria Energy’s oil and natural gas operations are subject to various environmental and other governmental laws and regulations that may materially affect its operations.

Santa Maria Energy’s oil and natural gas operations are subject to extensive U.S. federal, state and local laws and regulations. These laws and regulations may be changed in response to economic, political or other conditions. There can be no assurance that present or future regulations will not materially and adversely affect its business and operations. Matters subject to regulation include the following:

• require the acquisition of various permits before drilling commences;

• require the installation of expensive pollution control equipment;

• limit or prohibit drilling activities on lands lying within environmentally sensitive areas, wetlands and other protected areas;

• discharge permits for drilling operations;

• reports concerning operations;

• well spacing;

• unitization and pooling of properties; and

• taxation.

Part of the regulatory environment includes state requirements for obtaining environmental assessments, environmental impact studies and/or plans of development before commencing exploration and production activities. In addition, Santa Maria Energy’s activities are subject to federal regulation of conservation practices. These regulations affect Santa Maria Energy’s operations, increase its costs of exploration and production and limit the quantity of oil and natural gas that it can produce and market. A major risk inherent in Santa Maria Energy’s drilling plans is the need to obtain discretionary permits from state and local authorities. Delays in obtaining regulatory approvals, drilling permits, the failure to obtain a drilling permit for a well or the receipt of a permit with unreasonable conditions or costs could have a material adverse effect on Santa Maria Energy’s ability to explore on or develop its properties. Additionally, the oil and natural gas regulatory environment could change in ways that might substantially increase Santa Maria Energy’s financial and managerial costs to comply with the requirements of these laws and regulations and, consequently, adversely affect its profitability. Furthermore, these additional costs may put Santa Maria Energy at a competitive disadvantage compared to larger companies in the industry which can spread such additional costs over a greater number of wells and larger operating staff.

Many of the laws and regulations to which Santa Maria Energy’s operations are subject focus on the protection of the environment, including those governing the discharge of materials into the water and air, the

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generation, management and disposal of hazardous substances and wastes and the clean-up of contaminated sites. Santa Maria Energy may be required to incur material operating costs or significant additional capital expenditures in order to comply with environmental regulations and in connection with obtaining and maintaining construction and operating permits and approvals from federal, state and local regulatory agencies. The costs related to compliance with environmental regulations could include costs to purchase and operate emissions control systems, to acquire emissions allowances or to comply with regulatory reporting requirements. Santa Maria Energy could also incur material costs, including clean-up costs, fines and civil and criminal sanctions and third-party claims for property damage and personal injury as a result of violations of, or liabilities under, environmental laws and regulations. Such laws and regulations not only expose Santa Maria Energy to liability for its own activities, but may also expose it to liability for the conduct of others or for actions by Santa Maria Energy that were in compliance with all applicable laws at the time those actions were taken. Some of Santa Maria Energy’s California fields have been in operation for more than 100 years, and current or future local, state and federal environmental and other laws and regulations may require substantial expenditures to remediate the properties or to otherwise comply with these laws and regulations.

Failure to comply with these laws and regulations may result in the suspension or termination of Santa Maria Energy’s operations and subject it to administrative, civil and criminal penalties. In addition, changes in interpretations of or enforcement of existing laws may cause Santa Maria Energy to incur substantial expenditures. Operating in densely populated regions may expose Santa Maria Energy to additional risk of regulation, as well as claims by property owners and others affected by such operations. See “Additional Information About Santa Maria Energy—Regulations” for additional information on the effect of environmental laws and regulations and for more detail on both current and potential governmental regulation.

Regulations related to global warming and climate change could have an adverse effect on Santa Maria Energy’s operations and the demand for oil and natural gas.

Recent scientific studies have suggested that emissions of certain gases, commonly referred to as greenhouse gases (“GHG”), may be contributing to the warming of the Earth’s atmosphere. Methane, a primary component of natural gas, and carbon dioxide, a byproduct of the burning of refined oil products and natural gas, are examples of GHGs. From time to time the U.S. Congress has considered climate-related legislation to reduce emissions of GHGs. On December 15, 2009, the Environmental Protection Agency (“EPA”) published its findings that emissions of carbon dioxide, methane and other GHGs present an endangerment to public health and the environment because emissions of such gases are, according to the EPA, contributing to the warming of the Earth’s atmosphere and other climate changes. Based on these findings, the agency has begun adopting and implementing regulations that would restrict emissions of GHGs under existing provisions of the federal Clean Air Act. The EPA has adopted rules that require a reduction in emissions of GHGs from motor vehicles as well as rules that regulate emissions of GHGs from certain large stationary sources under the Prevention of Significant Deterioration and Title V permitting programs. On June 26, 2012, the U.S. Circuit Court for the District of Columbia upheld EPA’s GHG regulations; petitions for review by the U.S. Supreme Court were due in April 2013, and in October 2013 the Supreme Court accepted the case and decided to review the appellate court ruling. In addition, on November 30, 2010, the EPA published final regulations expanding the existing GHG monitoring and reporting rule to include onshore and offshore oil and natural gas production and onshore oil and natural gas processing, transmission, storage and distribution facilities. These requirements became applicable in 2012 for emissions occurring in 2011, although industry groups have filed suit challenging certain provisions of the rules and are engaged in settlement negotiations to amend and correct the rules.

In addition, many states have developed measures to regulate emissions of GHGs, primarily through the planned development of GHG emissions inventories and/or regional GHG Cap and Trade programs. In California, for example, the California Air Resources Board (“CARB”) has developed regulations pursuant to Assembly Bill 32, the California Global Warming Solutions Act, that are intended to achieve an overall reduction in GHG emissions to 1990 levels, an approximate 15% reduction by 2020. Because Santa Maria Energy’s Diatomite operations are expected to emit GHGs in excess of 25,000 metric tons per year, various of its

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operations will be subject to the requirements of this program. In October 2011, CARB adopted the final Cap and Trade regulation which implemented the Cap and Trade Program under Assembly Bill 32. The regulation established three separate three-year compliance periods as follows: 2012 to 2014, 2015 to 2017 and 2018 to 2020. The regulation required regulated entities to “true up” their emission offset obligations by the end of each three-year obligation period. Compliance with these regulations will require companies to periodically secure instruments known as offsets and allowances, each of which is equal to one metric ton of emissions under the Cap and Trade program. The price of these instruments will vary in accordance with market conditions. The total amount of instruments Santa Maria Energy owes will vary annually based on the total GHG emissions registered in any one year and the number of “free allowances” issued by CARB annually. These regulations increase Santa Maria Energy’s costs for those operations and adversely affect Santa Maria Energy’s operating results. The EPA has also adopted regulations imposing permitting and best available control technology requirements on the largest GHG stationary sources, regulations requiring reporting of GHG emissions from certain facilities and is considering additional regulation of GHGs as “air pollutants” under the existing federal Clean Air Act. Santa Maria Energy could incur material expenditures complying with environmental laws and regulations, including future environmental laws and regulations that may be more stringent, including, for example, the regulation of GHG emissions under new federal legislation, the federal Clean Air Act, or state or regional regulatory programs. See “Additional Information About Santa Maria Energy—Regulation—Regulation of Environmental and Occupational Safety and Health Matters—Climate Change” for more detail.

Finally, it should be noted that some scientists have concluded that increasing concentrations of GHGs in the earth’s atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts and floods and other climatic events. If any such effects were to occur, they could have an adverse effect on Santa Maria Energy’s financial condition, results of operations and operating cash flows.

Regulations related to well stimulation techniques could delay or increase costs of Santa Maria Energy’s Monterey operations.

On September 20, 2013, Governor Jerry Brown approved Senate Bill 4 (“SB 4”), which imposes requirements on oil and natural gas well operators and suppliers with respect to certain well stimulation techniques, including hydraulic fracturing and acid jobs. The purpose of SB 4 is to allow “transparency and accountability to the public regarding well stimulation treatments…and the handling, processing, and disposal of well stimulation and related wastes.” SB 4 requires well operators to apply for a valid permit from the State of California’s Division of Oil, Gas & Geothermal Resources (the “Division”) before performing or repeating any well stimulation treatments.

The Division, in consultation with various agencies including the State of California’s Department of Toxic Control Substances and the Department of Resources Recycling and Recovery, must adopt rules and regulations specific to well stimulation treatments on or before January 1, 2015. The rules and regulations will require full disclosure of the composition and disposition of the well stimulation fluids, including a detailed list of the well stimulation fluid’s chemical composition, in addition to landowner notification and groundwater and air quality monitoring. In the event that an operator wishes to engage in well stimulation treatment before the Division has finalized the rules and regulations, the Division shall grant the entity permission, assuming multiple conditions are met, including that all well stimulation treatment activities conform to Article 3 of the Public Resources Code through a permitting process. While Santa Maria Energy does not employ the hydraulic fracturing technique, it may use other well stimulation techniques regulated by SB 4 in its Monterey operations. SB 4 establishes additional levels of regulation at the state level that could lead to operational delays and increased operating costs. These delays could be more pronounced prior to the adoption of the final rules and regulations. The adoption of legislation and/or regulations at the federal and local level could impose further chemical disclosure or other regulatory requirements that would increase costs of Santa Maria Energy’s operations and cause additional delays in acquiring regulatory approvals to drill and complete wells.

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The loss of key personnel could materially and adversely affect Santa Maria Energy’s business.

Santa Maria Energy depends to a large extent on the efforts and continued employment of its executive management team and other key personnel. The loss of the services of these or other key personnel could materially and adversely affect its business, and Santa Maria Energy does not maintain key man insurance on the lives of any of these persons. Santa Maria Energy’s drilling success and the success of other activities integral to its operations will depend, in part, on its ability to attract, compensate and retain experienced geologists, engineers, landmen and other professionals. Competition for many of these professionals is intense. If Santa Maria Energy cannot attract, compensate and retain experienced technical personnel and other professionals, its ability to compete could be harmed.

Interruptions in information technology systems and infrastructure could materially and adversely affect Santa Maria Energy’s business.

Santa Maria Energy’s business is increasingly dependent on information technology systems to conduct exploration, development and production activities. System failures, network disruptions and breaches of data security could lead to data corruption, communication interruption or other operational disruptions in its exploration or production operations. In addition, the oil and natural gas distribution and transportation systems on which Santa Maria Energy relies to deliver its production to market, or from which it supplies its operations, depends upon information technology systems and infrastructure. Cyber-attacks directed at the oil and natural gas industry could damage distribution and storage assets or the environment, delay or prevent delivery of production to markets and make it difficult or impossible to accurately account for production and settle transactions. While Santa Maria Energy has taken steps to address these concerns by implementing network security and internal control measures, there can be no assurance that a system failure, network disruption or data security breach will not have a material adverse effect on its business, financial condition, results of operations and operating cash flows. Further, as technology continues to evolve, Santa Maria Energy may be required to expend significant additional resources to modify or enhance its protective measures or to investigate and remediate any vulnerabilities.

Santa Maria Energy’s senior credit facility has substantial restrictions and financial covenants and it may have difficulty obtaining additional credit, which could adversely affect its operations. Santa Maria Energy’s lenders can unilaterally reduce its borrowing availability based upon their assessment of oil and natural gas prices and production projections.

Santa Maria Energy depends on its senior credit facility for future capital needs. The terms of the agreement governing its senior credit facility require Santa Maria Energy to comply with certain financial covenants and ratios. Santa Maria Energy’s ability to comply with these restrictions and covenants in the future is uncertain and will be affected by the levels of cash flows from operations and events or circumstances beyond its control. Santa Maria Energy’s failure to comply with any of the restrictions and covenants under the senior credit facility or other debt financing could result in a default under those facilities, which could cause all of its existing indebtedness to be immediately due and payable.

The senior credit facility limits the amounts Santa Maria Energy can borrow to an available amount, which is based upon the Kayne Guaranty, which will be terminated in connection with the consummation of the merger, and a borrowing base amount. The borrowing base amount is determined by the lenders in their sole discretion based upon projected revenues from the oil properties securing the indebtedness under the senior credit facility. The lenders can unilaterally adjust the borrowing base and the borrowings permitted to be outstanding under Santa Maria Energy’s senior credit facility. Outstanding borrowings in excess of the borrowing base must be repaid immediately, or Santa Maria Energy must pledge additional oil and natural gas properties as collateral. Santa Maria Energy does not currently have any substantial properties that are not already pledged as collateral under the senior credit facility, and it may not have the financial resources in the future to make any mandatory principal prepayments required under the senior credit facility. Santa Maria Energy’s inability to borrow

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additional funds under its senior credit facility could limit Santa Maria Energy’s ability to make capital expenditures to conduct its production, development and exploration activities, engage in acquisition activities and replace its production and thereby adversely affect its operations and its financial results.

Santa Maria Energy’s senior credit facility imposes restrictions on it that may limit the discretion of management in operating its business. That, in turn, could impair its ability to meet its obligations.

Santa Maria Energy’s senior credit facility contains various restrictive covenants that limit management’s discretion in operating its business. In particular, these covenants limit its ability to, among other things:

• incur additional debt;

• make certain investments or pay distributions on its equity securities, or purchase, redeem or retire equity securities;

• sell assets, including equity interests in restricted subsidiaries;

• restrict distributions or other payments by restricted subsidiaries;

• create or incur liens; and

• enter into transactions with affiliates.

Santa Maria Energy’s senior credit facility also requires it to maintain specified financial ratios and satisfy certain financial tests. These covenants have an adverse impact on its ability to finance its future operations or capital needs. Santa Maria Energy’s ability to comply with these covenants may be affected by circumstances and events beyond its control, such as prevailing economic conditions and changes in regulations. A breach of any of these covenants, which is not waived by the lenders, could result in a default under the senior credit facility. If there were an event of default under the senior credit facility, the affected creditors could cause all amounts borrowed under the facility to be due and payable immediately. Additionally, if Santa Maria Energy fails to repay indebtedness under the senior credit facility when it becomes due, the lenders under the senior credit facility could foreclose on the assets that Santa Maria Energy has pledged as collateral under the senior credit facility. Santa Maria Energy’s assets and cash flow might not be sufficient to repay its outstanding debt in the event of a default or a borrowing base deficiency. The occurrence of such an event would adversely affect Santa Maria Energy’s operations and results of operations.

Risks Related to Hyde Park and the Merger

If Hyde Park is unable to consummate the merger, its public stockholders may be forced to wait until May 1, 2014 or later before receiving distributions from the trust account.

Hyde Park has until May 1, 2014 to complete its initial business combination. Hyde Park has no obligation to return funds to investors prior to such date unless Hyde Park consummates an initial business combination prior thereto and only then in cases where investors have sought to tender or convert their shares. Only after the expiration of this full time period will public stockholders be entitled to distributions from the trust account if Hyde Park is unable to complete an initial business combination. Accordingly, investors’ funds may be unavailable to them until after such date and, in order to liquidate their investment, public stockholders may be forced to sell their public shares, potentially at a loss.

If Hyde Park’s board of directors’ due diligence investigation of Santa Maria Energy was inadequate, then stockholders of Santa Maria Energy Corporation following the merger could lose some or all of their investment.

Even though Hyde Park conducted a due diligence investigation of Santa Maria Energy, it cannot be sure that this diligence surfaced all material issues that may be associated with Santa Maria Energy or its business, or

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that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Santa Maria Energy and its business and outside of its control will not later arise. Please see “Risk Factors—Risks Related to Santa Maria Energy” for the risks that have been identified.

If the merger is not consummated and the net proceeds of the Hyde Park initial public offering not being held in the trust account, together with the interest in the trust account (net of taxes payable) which may be released to Hyde Park for working capital purposes, are insufficient to allow it to operate until at least May 1, 2014, Hyde Park may be unable to complete an initial business combination.

If the merger is not consummated and the net proceeds of Hyde Park’s initial public offering not being held in the trust account, together with the interest in the trust account that may be released to Hyde Park for working capital purposes, are insufficient to allow it to operate until at least May 1, 2014, Hyde Park might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business and may be unable to complete an initial business combination.

The funds held in the trust account may not earn significant interest and, as a result, Hyde Park may be limited to the funds held outside of the trust account to pay its tax obligations, to complete the merger or to fund its search for target businesses if the merger is not approved.

Out of the net proceeds of Hyde Park’s initial public offering and simultaneous private placement, approximately $1,000,000 was available to Hyde Park initially outside the trust account to fund its working capital requirements. Hyde Park depends on sufficient interest being earned on the proceeds held in the trust account to provide it with additional working capital that it needs to complete the merger, as well as to pay any tax obligations that Hyde Park may owe, or to identify one or more target businesses if the merger is not approved. Interest rates on permissible investments for Hyde Park have been less than 0.5% per annum over the last several months. Accordingly, if Hyde Park does not earn a sufficient amount of interest on the funds held in the trust account and use all of the funds held outside of the trust account, it may not have sufficient funds available with which to complete the merger. In such event, Hyde Park would need to borrow funds from its sponsors, officers or directors to operate or may be forced to liquidate. Hyde Park’s sponsors, including its officers and directors, are under no obligation to provide these funds and there is no assurance that these funds would be made available to Hyde Park.

If third parties bring claims against Hyde Park, the proceeds held in the trust account could be reduced and the redemption price received by Hyde Park stockholders may be less than $10.50 per IPO share.

Hyde Park’s placing of funds in the trust account may not protect those funds from third-party claims against Hyde Park. Although Hyde Park will seek to have all vendors and service providers it engages and prospective target businesses it negotiates with execute agreements with Hyde Park waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of its public stockholders, they may not execute such agreements. Furthermore, even if such entities execute such agreements with Hyde Park, they may seek recourse against the trust account. A court may not uphold the validity of such agreements. Accordingly, the proceeds held in the trust account could be subject to claims that could take priority over those of the Hyde Park public stockholders. Therefore, the distribution from the trust account may be less than $10.50 per IPO share due to such claims.

Additionally, if Hyde Park is forced to file for bankruptcy, or an involuntary bankruptcy case is filed against it which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in Hyde Park’s bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the trust account, Hyde Park may not be able to return to its public stockholders at least $10.50 per IPO share.

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Hyde Park stockholders may be held liable for claims by third parties against Hyde Park to the extent of distributions received by them.

If Hyde Park has not completed an initial business combination by May 1, 2014, it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Hyde Park public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest but net of franchise and income taxes payable, divided by the number of then-outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Hyde Park’s remaining stockholders and its board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Hyde Park may not properly assess all claims that may be potentially brought against it. As such, Hyde Park stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more). Accordingly, third parties may seek to recover from Hyde Park stockholders amounts owed to them by Hyde Park.

If Hyde Park is forced to file for bankruptcy, or an involuntary bankruptcy case is filed against it which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by the stockholders. Furthermore, because Hyde Park intends to distribute the proceeds held in the trust account to its public stockholders promptly after expiration of the May 1, 2014 deadline if it does not complete an initial business combination on or prior to that date, this may be viewed or interpreted as giving preference to its public stockholders over any potential creditors with respect to access to or distributions from its assets. Furthermore, Hyde Park’s board of directors may be viewed as having breached their fiduciary duties to its creditors and/or may have acted in bad faith, and thereby exposing itself and Hyde Park to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. Claims may be brought against Hyde Park for these reasons.

Hyde Park’s directors may decide not to enforce the indemnification obligations of its officers, resulting in a reduction in the amount of funds in the trust account available for distribution to Hyde Park public stockholders.

In the event that the proceeds in the trust account are reduced below $10.50 per IPO share and either of Hyde Park’s officers asserts that he is unable to satisfy his obligations or that he has no indemnification obligations related to a particular claim, the Hyde Park independent directors would determine whether to take legal action against such individual to enforce such indemnification obligations. It is possible that the independent directors in exercising their business judgment may choose not to do so in any particular instance. If the independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to Hyde Park public stockholders may be reduced below $10.50 per IPO share.

The shares beneficially owned by Hyde Park’s officers and directors will not participate in liquidation distributions and, therefore, the officers and directors may have had a conflict of interest in determining whether the merger is appropriate for Hyde Park’s initial business combination.

Hyde Park’s officers and directors have waived their right to convert their sponsors’ shares, to sell such shares to Hyde Park in any tender offer or to receive distributions with respect to such shares upon Hyde Park’s liquidation, if Hyde Park is unable to consummate an initial business combination. Accordingly, the sponsors’ shares will be worthless if Hyde Park does not consummate an initial business combination. The personal and financial interests of the directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. Consequently, the directors’ and officers’ discretion in

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identifying and selecting a suitable target business may have resulted in a conflict of interest when determining whether the terms, conditions and timing of the merger are appropriate and in the Hyde Park stockholders’ best interest.

Each Hyde Park public stockholder has the option to vote in favor of the merger proposal and still seek conversion of his, her or its shares.

Each public stockholder (but not the Hyde Park sponsors, officers or directors) has the right to have his, her or its shares of common stock converted to cash (subject to the limitations described elsewhere in this joint proxy statement/prospectus) regardless of whether such stockholder votes for or against the merger. Hyde Park will consummate the merger only if it has net tangible assets of at least $5,000,001 upon such consummation and a majority of the outstanding shares of common stock issued in Hyde Park’s initial public offering voted are voted in favor of the merger. In addition, it is a condition to the consummation of the merger that after giving effect to the exercise of conversion rights by Hyde Park stockholders, Hyde Park shall have at least $40 million of cash in its trust account. Accordingly, public stockholders owning 3,690,476 shares of Hyde Park’s common stock may exercise their conversion rights and Hyde Park could still consummate the merger so long as a majority of shares voted at the meeting are voted in favor of the merger. This is different than other similarly structured blank check companies where stockholders are offered the right to convert their shares only when they vote against a proposed merger. Furthermore, Hyde Park’s $5,000,001 net tangible asset threshold is different than conversion thresholds of between 20% and 40%, which are applicable to certain other blank check companies similar to Hyde Park, and further allows holders of shares of Hyde Park common stock the right to vote in favor of the merger and elect to convert their shares. This different threshold and the ability to seek conversion while voting in favor of the merger proposal may make it more likely that Hyde Park will consummate the merger.

Hyde Park may use funds in its trust account to purchase shares at the consummation of the merger from holders who have indicated an intention to convert their shares.

If holders of shares sold in Hyde Park’s initial public offering indicate an intention to vote against the merger proposal and/or seek conversion of their shares into cash, Hyde Park may privately-negotiate arrangements to provide for the purchase of such shares at the consummation of merger using funds held in the trust account. Hyde Park will pay no more than the pro rata portion of the trust account to purchase such shares (plus any fees it may need to pay an aggregator to assist it with purchasing such shares). The purpose of such arrangements would be to increase the likelihood of satisfaction of the requirements that the holders of a majority of the shares of outstanding Hyde Park common stock vote in favor of a proposed merger and that Hyde Park has at least $5,000,001 of net tangible assets upon consummation of the merger where it appears that such requirements would otherwise not be met. This may result in the approval of a merger that may not otherwise have been possible. Additionally, as a consequence of such purchases,

• the funds in the Hyde Park trust account that are so used will not be available to Santa Maria Energy Corporation after the merger; and

• the public “float” of the shares of Santa Maria Energy Corporation common stock may be reduced and the number of beneficial holders of Santa Maria Energy Corporation common stock may be reduced, which may make it difficult to obtain the quotation, listing or trading of the Santa Maria Energy Corporation common stock on a national securities exchange.

Furthermore, because the stockholders who sell their shares in a privately-negotiated transaction or pursuant to market transactions may receive a per share purchase price payable from the trust account that is not reduced by a pro rata share of the deferred commissions or income or other tax obligations payable, the remaining Santa Maria Energy Corporation stockholders may bear the entire payment of such deferred commissions and franchise taxes and income taxes payable. That is, the conversion price per share payable to public stockholders who elect to have their shares converted will be reduced by a larger percentage of the deferred commissions and taxes payable than it would have been in the absence of such privately-negotiated or market transactions, and

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stockholders who do not elect to have their shares converted and remain Santa Maria Energy Corporation stockholders after the merger will bear the economic burden of the deferred commissions and taxes payable because such amounts will be payable by Santa Maria Energy Corporation.

Hyde Park is requiring stockholders who wish to convert their shares in connection with the merger proposal to comply with specific requirements for conversion that may make it more difficult for them to exercise their conversion rights prior to the deadline for exercising their rights.

In connection with the special meeting of Hyde Park stockholders to approve the merger proposal, each public stockholder will have the right, regardless of whether he is voting for or against such proposal, to demand that Hyde Park convert such stockholder’s shares into a pro rata share of the trust account. Hyde Park is requiring public stockholders who wish to convert their shares in connection with the merger proposal to either tender their certificates to the transfer agent at any time prior to the vote taken at the special meeting or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC System. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and the transfer agent will need to act to facilitate this request. It is Hyde Park’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because Hyde Park does not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. While Hyde Park has been advised that it takes a short time to deliver shares through the DWAC System, this may not be the case. Accordingly, if it takes longer than anticipated for stockholders to deliver their shares, stockholders who wish to convert may be unable to meet the deadline for exercising their conversion rights and thus may be unable to convert their shares. In addition, in order to determine whether a stockholder is acting in concert or as a group with another stockholder, Hyde Park will require each public stockholder seeking to exercise conversion rights to certify to Hyde Park whether such stockholder is acting in concert or as a group with any other stockholder. See “The Hyde Park Special Meeting—Conversion Rights.”

Because Hyde Park is requiring public stockholders who wish to convert their shares to comply with specific requirements for conversion, such converting stockholders may be unable to sell their securities when they wish to in the event that the merger is not approved.

Hyde Park public stockholders who wish to convert their shares must comply with specific requirements for conversion, including either tendering their certificates to the transfer agent at any time prior to the vote taken at the Hyde Park special meeting or delivering their shares to the transfer agent electronically using The Depository Trust Company’s DWAC System. In the event the merger is not consummated, Hyde Park will promptly return such certificates to such tendering public stockholders. However, such investors who attempted to convert their shares in such a circumstance will be unable to sell their securities after the failed merger until Hyde Park has returned their securities to them. The market price for shares of Hyde Park common stock may decline during this time, and Hyde Park stockholders may not be able to sell their securities when they wish to, even while other stockholders that did not seek conversion may be able to sell their securities.

Hyde Park’s public stockholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a “group,” are restricted from seeking conversion rights with respect to more than 20% of the shares sold in Hyde Park’s initial public offering.

Hyde Park is offering each public stockholder (but not the Hyde Park sponsors, officers or directors) the right to have his, her or its shares of common stock converted into cash. Notwithstanding the foregoing, a public stockholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking conversion rights with respect to more than 20% of the shares sold in Hyde Park’s initial public offering. Generally, in this context, a stockholder will be deemed to be acting in concert or as a group with another stockholder when such stockholders agree to act together for the purpose of acquiring, voting, holding or disposing of Hyde Park’s equity securities. Accordingly, if

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you purchased more than 20% of the shares sold in Hyde Park’s initial public offering and the merger is approved, you will not be able to seek conversion rights with respect to the full amount of your shares and may be forced to hold such additional shares of common stock or sell them in the open market. The value of such additional shares may not appreciate over time following the merger, and the market price of Santa Maria Energy Corporation’s shares of common stock may not exceed the per-share conversion price.

Hyde Park’s sponsors, including its officers and directors, control a substantial amount of Hyde Park’s common stock and thus may influence certain actions requiring a stockholder vote.

Hyde Park’s sponsors, including its officers and directors, collectively own approximately 25.5% of Hyde Park’s issued and outstanding shares of common stock. None of the sponsors, including the officers and directors, or their affiliates has indicated any intention to purchase any shares of Hyde Park common stock from persons in the open market or in private transactions. However, the sponsors, including the officers and directors, or their affiliates could determine in the future to make such purchases in the open market or in private transactions, to the extent permitted by law, in order to influence the vote on the proposals described in this joint proxy statement/prospectus. In connection with any vote for the merger proposal, Hyde Park’s sponsors, including its officers and directors, have agreed to vote the shares of common stock owned by them in favor of the proposed merger.

If Hyde Park is deemed to be an investment company under the Investment Company Act, it may be required to institute burdensome compliance requirements and its activities may be restricted, which may make it difficult to complete the merger.

If Hyde Park is deemed to be an investment company under the Investment Company Act of 1940, or the Investment Company Act, its activities may be restricted, including restrictions on the nature of its investments and restrictions on the issuance of securities, each of which may make it difficult for Hyde Park to complete the merger.

In addition, Hyde Park may have imposed upon it burdensome requirements, including:

• registration as an investment company;

• adoption of a specific form of corporate structure; and

• reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

Hyde Park does not believe that its anticipated principal activities will subject it to the Investment Company Act. The proceeds held in the trust account may be invested by the trustee only in United States Treasury Bills with a maturity of 90 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act. Because the investment of the proceeds will be restricted to these instruments, Hyde Park believes that it will meet the requirements for the exemption provided in Rule 3a-1 promulgated under the Investment Company Act. If Hyde Park were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which Hyde Park has not allotted.

Hyde Park has not held an annual meeting of stockholders and may, as a result, be in violation of Delaware General Corporation Law.

Hyde Park has not held an annual meeting of stockholders to elect new directors and thus may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting of stockholders be held for the purposes of electing directors in accordance with a company’s bylaws unless such election is made by written consent in lieu of such a meeting, and NASDAQ Rule 5620(a), which requires that an annual meeting of stockholders be held no later than one year after a company’s fiscal year-end.

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The financial statements included in this joint proxy statement/prospectus do not take into account the consequences to Hyde Park of a failure to consummate a business combination by May 1, 2014.

The financial statements included in this joint proxy statement/prospectus have been prepared assuming that Hyde Park would continue as a going concern. As discussed elsewhere in this joint proxy statement/prospectus, Hyde Park is required to consummate an initial business combination by May 1, 2014. The possibility of the merger not being consummated raises substantial doubt as to Hyde Park’s ability to continue as a going concern and the financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The unaudited pro forma financial statements included in this document are presented for illustrative purposes only and may not be an indication of Santa Maria Energy’s financial condition or results of operations following the merger.

The unaudited pro forma financial statements contained in this document are presented for illustrative purposes only, are based on various adjustments, assumptions and preliminary estimates, and may not be an indication of Santa Maria Energy Corporation’s financial condition or results of operations following the merger for several reasons. See “Unaudited Pro Forma Consolidated Financial Information of Santa Maria Energy and Hyde Park.” The actual financial condition and results of operations of Santa Maria Energy Corporation following the merger may not be consistent with, or evident from, these pro forma financial statements. In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect Santa Maria Energy Corporation’s financial condition or results of operations following the merger. Any potential decline in Santa Maria Energy Corporation’s financial condition or results of operations may cause significant variations in the price of Santa Maria Energy Corporation’s common shares after consummation of the merger.

The merger could fail to qualify as a Section 351 exchange under the Code.

It is intended that the merger qualify as an exchange under Section 351 of the Code. If Section 351 of the Code does not apply to the merger, and the merger does not otherwise qualify as a nonrecognition transaction under the Code, a U.S. holder of Santa Maria Energy common units or Hyde Park common stock would recognize taxable gain or loss with respect to the Santa Maria Energy common units or Hyde Park common stock, as applicable, exchanged in the merger and the holding period of Santa Maria Energy Corporation common stock would begin on the day after the merger.

Risks if the Hyde Park Adjournment Proposal Is Not Approved

If the Hyde Park adjournment proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the merger, Hyde Park’s board of directors will not have the ability to adjourn the special meeting to a later date in order to solicit further votes, and, therefore, the merger will not be approved.

Hyde Park’s board of directors is seeking approval to adjourn the special meeting to a later date or dates if, at the special meeting, based upon the tabulated votes, there are insufficient votes to approve the consummation of the merger. If the Hyde Park adjournment proposal is not approved, Hyde Park’s board will not have the ability to adjourn the special meeting to a later date and, therefore, will not have more time to solicit votes to approve the consummation of the merger. In such event, the merger would not be completed and, if another business combination is not consummated by May 1, 2014, Hyde Park will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Hyde Park public shares for cash and, subject to the approval of the remaining stockholders and Hyde Park’s board of directors, dissolving and liquidating.

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Risks Related to the Ownership of Santa Maria Energy Corporation Common Stock

NASDAQ may not approve Santa Maria Energy Corporation’s common stock for listing, which could limit investors’ ability to make transactions in its shares and subject it to additional trading restrictions.

Santa Maria Energy Corporation intends to apply to list its shares on NASDAQ in connection with the merger. Notwithstanding Hyde Park’s NASDAQ listing, NASDAQ will require Santa Maria Energy Corporation to file an initial listing application and meet its initial listing requirements as opposed to its more lenient continued listing requirements. Santa Maria Energy Corporation may not be able to meet those initial listing requirements at, or immediately following, the effective time of the merger. Even if Santa Maria Energy Corporation is able to meet such initial listing requirements, it may not continue to meet ongoing listing requirements.

If NASDAQ does not list Santa Maria Energy Corporation’s shares for trading, Santa Maria Energy Corporation could face significant material adverse consequences, including:

• a limited availability of market quotations for its shares;

• reduced liquidity with respect to its shares;

• a determination that its common stock is a “penny stock” which will require brokers trading in Santa Maria Energy Corporation shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for Santa Maria Energy Corporation shares;

• a limited amount of news and analyst coverage for Santa Maria Energy Corporation; and

• a decreased ability to issue additional securities or obtain additional financing in the future.

The Santa Maria Energy Corporation common stock to be received by the Hyde Park stockholders and Santa Maria Energy unitholders as a result of the merger will have different rights from the Hyde Park common stock and Santa Maria Energy units.

Upon consummation of the merger, Hyde Park stockholders who receive the Hyde Park Merger Consideration will become stockholders of Santa Maria Energy Corporation and their rights as stockholders will be governed by the certificate of incorporation and bylaws of Santa Maria Energy Corporation. Similarly, Santa Maria Energy unitholders will become stockholders of Santa Maria Energy Corporation and their rights as stockholders will be governed by the certificate of incorporation and bylaws of Santa Maria Energy Corporation. There are important differences between the rights of the Hyde Park stockholders and Santa Maria Energy unitholders and the rights of the Santa Maria Energy Corporation stockholders. See “Comparison of Securityholders’ Rights” for a discussion of the different rights associated with Santa Maria Energy Corporation common stock.

The Kayne Investors will receive Santa Maria Energy Corporation preferred stock in the merger, and their interests may conflict with those of the common stockholders.

If the merger is completed, the Kayne Investors will receive one share of preferred stock for each Santa Maria Energy preferred unit that they own immediately prior to the effective time of the merger. The consent of holders of a majority of the Santa Maria Energy Corporation shares of preferred stock shall be required in order for Santa Maria Energy Corporation to take certain actions, including: (i) amending or repealing any provision of Santa Maria Energy Corporation’s certificate of incorporation or bylaws that would affect the rights of the preferred stockholders, (ii) increasing or decreasing the number of authorized shares of common or preferred stock, (iii) authorizing or designating, whether by reclassification or otherwise, any new class or series of stock or any other securities convertible into equity securities of Santa Maria Energy Corporation or any increase in the authorized or designated number of any such new class or series, (iv) any redemption, repurchase, payment or declaration of dividends or other distributions with respect to common stock or preferred stock other than the mandatory dividends on the preferred stock, (v) any liquidation event in which the preferred stock is not

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redeemed in full in cash, (vi) the incurrence or guarantee of any indebtedness or other encumbrance on the assets of Santa Maria Energy Corporation, other than senior bank debt from a reputable commercial bank and customary trade debt, (vii) the approval of any budget or amendment or modification to any budget in any material respect, (viii) any expenditure, investment, disposition or other action, or any agreement or commitment to undertake any expenditure, investment, disposition or other action, not contemplated by a budget in an amount in excess of the budgeted amount in any material respect, (ix) any disposition of assets, in a single transaction or in a series of transactions, of greater than 25% of Santa Maria Energy’s proved PV-10 in any one year period unless the entire proceeds thereof are used to redeem outstanding shares of preferred stock, and (x) any change to the nature of Santa Maria Energy Corporation’s business operations. In addition, while the preferred stock is outstanding, the Kayne Investors will have the right to appoint two members of the board of directors of Santa Maria Energy Corporation.

As a result, the Kayne Investors are able to exercise significant influence over matters requiring stockholder approval, including the election of directors, the adoption or amendment of provisions in Santa Maria Energy Corporation’s charter and bylaws, the approval of mergers and other significant corporate transactions, including transactions that might result in a change of control. The interests of the Kayne Investors with respect to matters potentially or actually involving or affecting Santa Maria Energy Corporation, such as future acquisitions, financings and other corporate opportunities, may conflict with the interests of Santa Maria Energy Corporation’s other stockholders.

Compliance with the Sarbanes-Oxley Act of 2002 will require substantial financial and management resources both before and after consummation of the merger.

Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, will require that Santa Maria Energy Corporation evaluate and report on its system of internal controls and that Santa Maria Energy Corporation have such system of internal controls. If Santa Maria Energy Corporation fails to maintain the adequacy of its internal controls, it could be subject to regulatory scrutiny, civil or criminal penalties or stockholder litigation. Any inability to provide reliable financial reports could harm Santa Maria Energy Corporation’s business. Section 404 of the Sarbanes-Oxley Act also requires that Santa Maria Energy Corporation’s independent registered public accounting firm report on management’s evaluation of Santa Maria Energy Corporation’s system of internal controls. The development of the internal controls in order to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete the merger. Furthermore, any failure to implement required new or improved controls, or difficulties encountered in the implementation of adequate controls over its financial processes and reporting in the future, could harm Santa Maria Energy Corporation’s operating results or cause it to fail to meet its reporting obligations. Inferior internal controls could also cause investors to lose confidence in Santa Maria Energy Corporation’s reported financial information, which could have a negative effect on the trading price of the shares of its common stock.

The sale or availability for sale of substantial amounts of shares of Santa Maria Energy Corporation common stock could cause the price of Santa Maria Energy Corporation common stock to decline.

Upon the consummation of the merger, the founders and sponsors of Hyde Park, or their affiliates, will collectively own at least 2,568,750 shares of Santa Maria Energy Corporation common stock. In addition, the Kayne Investors will own up to 5,988,663 shares of Santa Maria Energy Corporation common stock and 50,000 shares of preferred stock. In the future, such shares may be sold from time to time in the public market pursuant to the registration rights to be granted in connection with the merger or pursuant to Rule 144 under the Securities Act. Such sales may commence after 180 days after the consummation of the merger, subject to the terms of applicable transfer restrictions described elsewhere in this joint proxy statement/prospectus. The sale of these shares or the availability for future sale of these shares could adversely affect the market price of Santa Maria Energy Corporation common stock and could impair the future ability of Santa Maria Energy Corporation to raise capital through offerings of Santa Maria Energy Corporation common stock.

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Santa Maria Energy Corporation may apply the net proceeds released from Hyde Park’s trust account in a manner that does not improve the combined company’s results or increase the value of your investment.

If the merger is consummated, the funds held in Hyde Park’s trust account, after payment of amounts due to Hyde Park stockholders who properly exercise their conversion rights and fees and expenses incurred by Hyde Park in connection with the merger, will be used by Santa Maria Energy Corporation and its subsidiaries for general corporate purposes. There are no specified plans for, and management will have broad discretion regarding, the use of such funds. These funds could be used in a manner with which you do not agree or applied in ways that do not improve the combined company’s results of operations or increase the value of your investment.

The price of Santa Maria Energy Corporation common stock after the consummation of the merger may be volatile and the trading price of the Santa Maria Energy Corporation common stock may not reach or exceed the trading price of Hyde Park common stock.

Prior to the merger, there has not been a public market for Santa Maria Energy’s units or Santa Maria Energy Corporation’s common stock, and there can be no assurance that an active trading market in Santa Maria Energy Corporation’s securities will develop following the merger. Accordingly, the valuation ascribed to Santa Maria Energy in the merger may not be indicative of the price that will prevail in the trading market following the merger. If the benefits of the merger do not meet the expectations of investors and securities analysts, the market price for Santa Maria Energy Corporation’s securities may decline. The price of Santa Maria Energy Corporation common stock after the consummation of the merger may be volatile, and may fluctuate due to a variety of factors, many of which will be beyond Santa Maria Energy Corporation’s control. Any of such factors could have a material and adverse effect on your investment in Santa Maria Energy Corporation’s common stock or cause its common stock to trade a prices significantly below the prices ascribed to its common stock in the merger. Factors affecting the trading price of Santa Maria Energy Corporation’s common stock include:

• changes in oil and natural gas liquids prices;

• changes in production levels;

• actual or anticipated fluctuations in Santa Maria Energy Corporation’s quarterly and annual results and those of its publicly held competitors;

• mergers and strategic alliances among any exploration and production companies;

• market conditions in the industry;

• changes in government regulation and taxes;

• geological developments;

• the level of foreign imports of oil and natural gas and oil and natural gas liquids;

• fluctuations in Santa Maria Energy Corporation’s quarterly revenues and earnings and those of its publicly held competitors;

• shortfalls in Santa Maria Energy Corporation’s operating results from levels forecasted by securities analysts;

• investor sentiment toward the stock of exploration and production companies in general;

• announcements concerning Santa Maria Energy Corporation or its competitors; and

• the general state of the securities markets.

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Following the consummation of the merger, Santa Maria Energy Corporation will have anti-takeover provisions in its organizational documents that may discourage a change of control.

Following the consummation of the merger, certain provisions of Santa Maria Energy Corporation’s charter and bylaws may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by stockholders.

These provisions provide for, among other things:

• a classified board of directors, divided into three classes with staggered three-year terms;

• the removal of directors only for cause and only with the affirmative vote of holders of at least a majority of the voting power of the then outstanding shares of Santa Maria Energy Corporation common stock;

• the board of director’s ability to authorize and issue undesignated preferred stock;

• advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at annual meetings;

• no ability for stockholders to call special stockholder meetings;

• no ability for stockholders to take action by written consent;

• the stockholders’ ability to amend, alter or repeal, or adopt certain provisions of Santa Maria Energy Corporation’s charter (such as those provisions dealing with the board of directors, bylaws, meetings of the stockholders or amendment of the charter) only by the affirmative vote of the holders of at least 66 ²⁄₃% of the voting power of the then outstanding shares of capital stock of Santa Maria Energy Corporation; and

• the stockholders’ ability to adopt, amend, alter or repeal Santa Maria Energy Corporation’s bylaws only by the affirmative vote of the holders of at least 66 ²⁄₃% of the voting power of the then outstanding shares of capital stock of Santa Maria Energy Corporation.

In addition, Section 203 of the DGCL may, under certain circumstances, make it more difficult for a person who would be an “interested stockholder,” which is defined generally as a person with 15% or more of a corporation’s outstanding voting stock, to effect a “business combination” with the corporation for a three-year period. A “business combination” is defined generally as mergers, consolidations and certain other transactions, including sales, leases or other dispositions of assets with an aggregate market value equal to 10% or more of the aggregate market value of the corporation.

These anti-takeover provisions could make it more difficult for a third party to acquire Santa Maria Energy Corporation, even if the third party’s offer may be considered beneficial by many stockholders. As a result, stockholders may be limited in their ability to obtain a premium for their shares.

Following the merger, Santa Maria Energy Corporation may be unable to retain key employees.

The success of Santa Maria Energy Corporation after the merger will depend in part upon Santa Maria Energy Corporation’s ability to retain key Santa Maria Energy and Hyde Park employees. Key employees may depart either before or after the merger because of issues relating to the uncertainty and difficulty of integration or a desire not to remain following the merger. Accordingly, no assurance can be given that Santa Maria Energy Corporation will be able to retain key Santa Maria Energy and Hyde Park employees to the same extent as in the past.

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If certain stockholders exercise their registration rights, it may have an adverse effect on the market price of shares of Santa Maria Energy Corporation common stock.

Hyde Park’s sponsors are entitled to make a demand that Hyde Park register the resale of Hyde Park shares purchased by the Hyde Park sponsors before the initial public offering of Hyde Park, sometimes referred to herein as “founders’ shares,” at any time commencing three months prior to the date on which their shares may be released from escrow, which may occur one year after the date of the consummation of the merger or earlier in certain circumstances (but in no event prior to the consummation of the merger). Additionally, Hyde Park’s sponsors are entitled to demand that Hyde Park register the resale of the sponsors’ shares that were privately placed simultaneously with Hyde Park’s initial public offering and any shares the sponsors, including the officers and directors, or their affiliates may be issued in payment of working capital loans made to Hyde Park commencing on the date that Hyde Park consummates the merger. The Kayne Investors will also be receiving registration rights in return for their agreement to vote their Santa Maria Energy units in favor of the merger. Investors who purchase Santa Maria Energy Corporation securities in the Private Equity Financing will also receive registration rights. Should the these unitholders exercise their registration rights, the presence of these additional shares of common stock trading in the public market may have an adverse effect on the market price of Santa Maria Energy Corporation common stock.

Changes in laws or regulations, or failure to comply with any laws and regulations, may adversely affect Santa Maria Energy Corporation’s business and results of operations.

Santa Maria Energy Corporation is subject to laws and regulations enacted by national, regional and local governments. In particular, Santa Maria Energy Corporation will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on Santa Maria Energy Corporation’s business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, by any of the persons referred to above could have a material adverse effect on Santa Maria Energy Corporation’s business and results of operations.

Risks Related to the Ownership of Santa Maria Energy Corporation Preferred Stock

It is unlikely that an active trading market for Santa Maria Energy Corporation’s preferred stock will develop.

Santa Maria Energy Corporation’s preferred stock will not be a liquid investment because no public trading market currently exists for such security, and it is unlikely that a market will develop. Potential Santa Maria Energy Corporation preferred stockholders should consider carefully the limited liquidity of such stock. Santa Maria Energy Corporation is not obligated, and does not intend, to apply for the listing of the Santa Maria Energy Corporation preferred stock on any securities exchange. Even if a trading market for the Santa Maria Energy Corporation preferred stock were to develop, it may not continue, and Santa Maria Energy Corporation preferred stockholders may not be able to sell such securities at or above the price at which they were acquired.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Hyde Park, Santa Maria Energy Corporation and Santa Maria Energy make forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995) in this joint proxy statement/prospectus These forward-looking statements include statements relating to outlooks or expectations for earnings, revenues, expenses or other future financial or business performance, strategies or expectations, or the impact of legal or regulatory matters on business, results of operations or financial condition. Specifically, forward-looking statements may include statements relating to:

• the benefits of the merger;

• the future financial performance of Santa Maria Energy Corporation following the consummation of the merger;

• estimated oil and natural gas production and reserves;

• drilling plans;

• anticipated liquidity and capital expenditures; and

• strategies, plans and objectives.

Forward-looking statements can often be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target,” “will,” “should” or similar expressions, but such terms are not the exclusive means of identifying such statements.

These forward-looking statements are based on information available to Hyde Park, Santa Maria Energy Corporation and/or Santa Maria Energy as of the date of this joint proxy statement/prospectus and current expectations, forecasts and assumptions and involve a number of risks and uncertainties. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Accordingly, forward-looking statements should not be relied upon as representing Hyde Park’s, Santa Maria Energy Corporation’s or Santa Maria Energy’s views as of any subsequent date, and none of Hyde Park, the Santa Maria Energy Corporation or Santa Maria Energy undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

These forward-looking statements involve a number of known and unknown risks and uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

• Hyde Park’s ability to consummate the merger within the specified time limits;

• approval of the merger proposal by Hyde Park stockholders, Santa Maria Energy unitholders and satisfaction of other closing conditions to the merger;

• costs of the merger;

• success in retaining or recruiting, or changes required in, Santa Maria Energy Corporation’s officers, key employees or directors following the merger;

• listing or delisting of Hyde Park’s securities from NASDAQ or the ability to have Santa Maria Energy Corporation’s common stock listed on NASDAQ following the merger;

• the potential liquidity and trading of Santa Maria Energy Corporation’s common stock;

• Santa Maria Energy Corporation’s revenues and operating performance;

• the competitive environment in the industry in which Santa Maria Energy operates;

• changes in overall economic conditions;

• changes in oil and natural gas prices;

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• changes in production levels;

• capital expenditures;

• risks associated with environmental regulation and liabilities;

• risks and costs associated with regulation of corporate governance and disclosure standards (including pursuant to Section 404 of the Sarbanes-Oxley Act); and

• risk factors listed in this joint proxy statement/prospectus under “Risk Factors.”

Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements. None of Hyde Park, Santa Maria Energy Corporation or Santa Maria Energy undertakes any obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this joint proxy statement/prospectus, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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INFORMATION ABOUT THE COMPANIES

Hyde Park

Hyde Park was incorporated under the laws of the State of Delaware on February 24, 2011, as a blank check company, for the purpose of acquiring, through a merger, share exchange, asset acquisition, stock purchase, plan of arrangement, recapitalization, reorganization or similar business combination, one or more operating businesses. On August 7, 2012, Hyde Park completed its initial public offering along with a private placement of its common stock. Since its incorporation, Hyde Park has not acquired an operating business.

If Hyde Park does not complete the merger or another business combination by May 1, 2014, it will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating.

Hyde Park’s common stock is traded on NASDAQ under the ticker symbol “HPAC.” The mailing address of the principal executive office of Hyde Park is 500 Fifth Avenue, 50^th Floor, New York, New York 10110, and its telephone number is (212) 644-3450. Additional information about Hyde Park can be found in the section entitled “Additional Information About Hyde Park.”

Santa Maria Energy

Santa Maria Energy is an independent energy company focused on the exploration and development of oil and natural gas in the Monterey formation and the Diatomite reservoir within the Sisquoc formation in northern Santa Barbra County, California.

As of October 31, 2013, Santa Maria Energy’s estimated aggregate proved, probable and possible reserves were 48.0 MMBoe, and of its 15.7 MMBoe of proved reserves, 13.6% were proved developed and 99.9% were oil. Santa Maria Energy’s principal executive offices are located at 2811 Airpark Drive, Santa Maria, California 93455, and its telephone number is (805) 938-3320. Additional information about Santa Maria Energy can be found in the section entitled “Additional Information About Santa Maria Energy.”

Santa Maria Energy Corporation

Santa Maria Energy Corporation is a Delaware corporation that was organized on November 27, 2013, solely for the purpose of effecting the merger. Pursuant to the Merger Agreement, HPAC Merger Sub will be merged with and into Hyde Park, and SME Merger Sub will be merged with and into Santa Maria Energy. Santa Maria Energy will then be contributed to Hyde Park. As a result, Hyde Park will become a wholly-owned subsidiary of Santa Maria Energy Corporation, and Santa Maria will become a wholly-owned subsidiary Hyde Park. As a result of the transactions contemplated by the Merger Agreement, Santa Maria Energy Corporation will become a publicly traded corporation, and former Hyde Park stockholders and Santa Maria unitholders will own stock in Santa Maria Energy Corporation. Santa Maria Energy Corporation has not carried on any activities other than in connection with the merger. Santa Maria Energy Corporation’s principal executive offices are located at 2811 Airpark Drive, Santa Maria, California 93455, and its telephone number is (805) 938-3320.

HPAC Merger Sub

HPAC Merger Sub is a direct wholly-owned subsidiary of Santa Maria Energy Corporation that was formed solely in contemplation of the transactions, has not commenced any operations, has only nominal assets and has no liabilities or contingent liabilities, nor any outstanding commitments other than as set forth in the Merger Agreement. HPAC Merger Sub has not incurred any obligations, engaged in any business activities or entered into any agreements or arrangements with any third parties other than the Merger Agreement. Its principal executive offices are located at 500 Fifth Avenue, 50^th Floor, New York, New York 10110, and its telephone number is (212) 644-3450.

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SME Merger Sub

SME Merger Sub is a direct wholly-owned subsidiary of Santa Maria Energy Corporation that was formed solely in contemplation of the transactions, has not commenced any operations, has only nominal assets and has no liabilities or contingent liabilities, nor any outstanding commitments other than as set forth in the Merger Agreement. SME Merger Sub has not incurred any obligations, engaged in any business activities or entered into any agreements or arrangements with any third parties other than the Merger Agreement. Its principal executive offices are located at 2811 Airpark Drive, Santa Maria, California 93455, and its telephone number is (805) 938-3320.

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THE HYDE PARK SPECIAL MEETING

We are furnishing this joint proxy statement/prospectus to Hyde Park stockholders as part of the solicitation of proxies by Hyde Park’s board of directors for use at the special meeting of stockholders to be held on                     , 2014 and at any adjournment or postponement thereof. This joint proxy statement/prospectus is first being furnished to Hyde Park stockholders on or about                     , 2014. This joint proxy statement/prospectus provides Hyde Park stockholders with information they need to know to be able to vote or instruct their vote to be cast at the special meeting of Hyde Park stockholders.

Date, Time and Place

This special meeting of the stockholders of Hyde Park will be held at 10:00 a.m., eastern time, on                     , 2014, at the offices of Katten Muchin Rosenman LLP, located at 575 Madison Avenue, New York, New York, to vote on the adoption of the merger proposal and the Hyde Park adjournment proposal.

Purpose of the Special Meeting

At the special meeting, Hyde Park is asking holders of Hyde Park common stock to:

• consider and adopt the merger proposal; and

• consider and adopt the Hyde Park adjournment proposal, if presented.

Record Date; Who is Entitled to Vote

Hyde Park has fixed the close of business on                     , 2014 as the “record date” for determining Hyde Park stockholders entitled to notice of and to attend and vote at the special meeting. As of the close of business on the record date, there were 10,068,750 shares of Hyde Park common stock outstanding and entitled to vote at the meeting, of which 7,500,000 were IPO shares and 2,568,750 were sponsors’ shares. Each share of Hyde Park common stock is entitled to one vote at the special meeting.

Quorum

A quorum of Hyde Park stockholders is required to hold a valid meeting. The presence, in person or by proxy, of a majority of all the outstanding shares of common stock entitled to vote at the meeting constitutes a quorum at the special meeting.

Abstentions and Broker Non-Votes

Under the rules of various national and regional securities exchanges your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Hyde Park believes the proposals presented to Hyde Park stockholders at the special meeting will be considered non-discretionary and, therefore, your broker, bank or nominee cannot vote your shares without your instruction. If you hold your shares in “street name” through a broker, bank or nominee and do not provide voting instructions to your broker, bank or other nominee, such bank, broker or other nominee may deliver a proxy card expressly indicating that your shares are “not voted” at the special meeting. This indication that a bank, broker or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will be treated as present at the meeting for purposes of determining whether a quorum has been established, but will not be treated as “entitled to vote” on the proposal(s) to which the broker non-vote relates. Based on applicable voting standards, broker non-votes will have the same effect as a vote “against” the merger proposal, but will have no effect on the Hyde Park adjournment proposal.

Proxies marked “abstain” will be considered present and entitled to vote at the special meeting and, based on applicable voting standards, may have the same effect as a vote “against” each of the proposals.

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Voting Your Shares

Each share of Hyde Park common stock that you owned as of the close of business on the record date entitles you to one vote. Your proxy card shows the number of shares of Hyde Park common stock that you owned as of the record date for the special meeting. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

There are two ways to vote your shares of Hyde Park common stock at the special meeting:

• You Can Vote By Signing and Returning the Enclosed Proxy Card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by Hyde Park’s board of directors “FOR” the merger proposal and the Hyde Park adjournment proposal, if presented. Votes received after a matter has been voted upon at the special meeting will not be counted.

• You Can Attend the Special Meeting and Vote in Person. You will receive a ballot when you arrive. However, if your shares are held in the name of your broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee. That is the only way Hyde Park can be sure that the broker, bank or nominee has not already voted your shares.

Revoking Your Proxy

If you are a stockholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

• you may send another proxy card with a later date;

• you may notify Laurence S. Levy, Hyde Park’s Executive Chairman and Chief Executive Officer, in writing before the special meeting that you have revoked your proxy; or

• you may attend the special meeting, revoke your proxy and vote in person, as indicated above.

Who Can Answer Your Questions About Voting Your Shares

If you have questions, you may write, e-mail or call                                                                                                                                                                                                          . Banks and brokerage firms, please call                                         .

Conversion Rights

Any stockholder holding IPO shares as of the record date who votes in favor of or against the merger proposal may demand that Hyde Park convert such shares into a pro rata portion of the trust account (which is expected to be $10.50 per IPO share), net of taxes payable, calculated as of two business days prior to the anticipated consummation of the merger. If a holder properly seeks conversion as described in this section and the merger is consummated, Hyde Park will convert these shares into a pro rata portion of funds deposited in the trust account and the holder will no longer own these shares following the merger.

Notwithstanding the foregoing, a holder of IPO shares, together with any such holder’s affiliates or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking conversion rights with respect to 20% or more of the aggregate IPO shares without Hyde Park’s prior written consent. Accordingly, all IPO shares in excess of 20% beneficially owned by a public stockholder or any person with whom such stockholder is acting in concert or as a group will not be converted into cash. Such a stockholder will not be restricted from voting all of its shares for or against the merger proposal.

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In order to determine whether a stockholder is acting in concert or as a group with another stockholder, Hyde Park will require each public stockholder seeking to exercise conversion rights to certify to Hyde Park whether such stockholder is acting in concert or as a group with any other stockholder.

Hyde Park’s initial stockholders, i.e., the sponsors, will not have conversion rights with respect to any shares of common stock owned by them, directly or indirectly, regardless of when they acquired such shares.

Hyde Park stockholders who seek to convert their IPO shares must vote for or against the merger proposal. Hyde Park stockholders who do not vote with respect to the merger proposal, including as a result of an abstention or a broker non-vote, may not convert their shares into cash. Holders may demand conversion either by checking the box on their proxy card or by submitting their request in writing to Hyde Park’s secretary. Any such demand must be made no later than the close of the vote on the merger proposal. Holders demanding conversion must also deliver their stock, either physically or electronically using The Depository Trust Company’s DWAC System, to Hyde Park’s transfer agent prior to the vote at the special meeting. If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Shares of Hyde Park common stock that have not been tendered (either physically or electronically) in accordance with these procedures will not be converted into cash. There may be a nominal cost charged by the transfer agent in connection with this tendering process and the act of certificating the shares or delivering them through the DWAC system. In the event the proposed merger is not consummated, this may result in an additional cost to stockholders for the return of their shares.

Any request to convert such shares, once made, may be withdrawn at any time up to the vote on the proposed merger. Furthermore, if a holder of a public share delivered its certificate in connection with an election of its conversion and subsequently decides prior to the vote on the merger proposal not to elect to exercise such conversion rights, it may simply request that the transfer agent return the certificate (physically or electronically). If a stockholder properly exercises its conversion rights, such exercise will be irrevocable following the vote on the merger proposal.

If the merger is not approved or completed for any reason, then Hyde Park’s public stockholders who elected to exercise their conversion rights will not be entitled to convert their shares into a full pro rata portion of the trust account, as applicable. In such case, Hyde Park will promptly return any shares delivered by public holders.

As of September 30, 2013, the cash held in the trust account was approximately $78,756,217 (or approximately $10.50 per IPO share). Prior to exercising conversion rights, stockholders should verify the market price of Hyde Park common stock as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their conversion rights if the market price per share is higher than the conversion price. Hyde Park cannot assure its stockholders that they will be able to sell their shares of Hyde Park common stock in the open market, even if the market price per share is higher than the conversion price stated above, as there may not be sufficient liquidity in its securities when its stockholders wish to sell their shares.

If a holder of IPO shares exercises its conversion rights, then it will be exchanging its shares of Hyde Park common stock for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you vote for or against the merger proposal, properly demand conversion no later than the close of the vote on the merger proposal, and deliver your shares (either physically or electronically) to Hyde Park’s transfer agent prior to the vote at the meeting, and the merger is consummated. If a stockholder properly exercises its conversion rights, such exercise will be irrevocable following the vote on the merger proposal.

Appraisal Rights

If Santa Maria Energy Corporation common stock issued in the merger is listed on the NASDAQ (subject only to official notice of issuance), then Hyde Park stockholders do not have appraisal rights in connection with

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the merger under the DGCL. However, if the Santa Maria Energy Corporation common stock is not approved for listing on the NASDAQ, Hyde Park stockholders who do not vote in favor of the merger proposal and who otherwise comply with the applicable statutory procedures will have appraisal rights. See the section entitled “The Merger—Appraisal or Dissenters Rights.”

Solicitation Costs

Hyde Park will bear all expenses incurred in connection with the solicitation of proxies from its stockholders. Hyde Park will, upon request, reimburse brokerage firms and other nominee holders for their reasonable expenses incurred in forwarding the proxy solicitation materials to the beneficial owners of Hyde Park shares. Hyde Park’s officers and directors may solicit proxies by mail, personal contact, letter, telephone, telegram, facsimile or other electronic means. They will not receive any additional compensation for those activities, but they may be reimbursed for their out-of- pocket expenses. In addition, Hyde Park has hired                      to solicit proxies on Hyde Park’s behalf. The cost of soliciting proxies on Hyde Park’s behalf will be approximately $         plus costs and expenses.

No Additional Matters May Be Presented at the Special Meeting

The special meeting of stockholders has been called only to consider the approval of the merger proposal and the Hyde Park adjournment proposal. Under Hyde Park’s bylaws, other than procedural matters incident to the conduct of the meeting, no other matters may be considered at the special meeting if they are not included in the notice of the special meeting.

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HYDE PARK PROPOSALS

The Merger Proposal

As discussed throughout this document, Hyde Park is asking its stockholders to approve the merger proposal. Holders of shares of Hyde Park common stock should read carefully this document in its entirety, including the annexes, for more detailed information concerning the Merger Agreement and the transactions contemplated thereby. In particular, holders of shares of Hyde Park common stock are directed to the composite Merger Agreement, which incorporates the amendment to the Merger Agreement into the text of the initial Merger Agreement, a copy of which is attached as Annex A to this document.

Required Vote

The approval and adoption of the merger proposal will require the affirmative vote of the holders of a majority of the IPO shares represented in person or by proxy and entitled to vote at the meeting and the affirmative vote of the holders of a majority of outstanding Hyde Park common stock. Abstentions are deemed entitled to vote on the merger proposal. Therefore, they have the same effect as a vote against the merger proposal. Broker non-votes, while considered present for the purposes of establishing a quorum, will have the same effect as a vote against the merger proposal.

Pursuant to agreements with Hyde Park, its sponsors have agreed to vote their 2,568,750 shares, representing an aggregate of approximately 25.5% of the outstanding shares of Hyde Park common stock, as well as any IPO shares acquired by the Hyde Park sponsors, in favor of the merger proposal. As of the date of this joint proxy statement/prospectus, the Hyde Park sponsors have not purchased any shares since Hyde Park’s initial public offering.

AFTER CAREFUL CONSIDERATION, THE BOARD OF DIRECTORS OF HYDE PARK UNANIMOUSLY RECOMMENDS THAT THE HYDE PARK STOCKHOLDERS VOTE “FOR” THE MERGER PROPOSAL.

The Hyde Park Adjournment Proposal

The Hyde Park adjournment proposal allows Hyde Park’s board of directors to submit a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event, based on the tabulated votes, there are not sufficient votes at the time of the special meeting to approve the merger proposal. In no event will Hyde Park solicit proxies to adjourn the special meeting or consummate the merger beyond the date by which it may properly do so under its amended and restated certificate of incorporation and Delaware law. The purpose of the Hyde Park adjournment proposal is to provide more time for Hyde Park and the Hyde Park sponsors to make purchases of public shares or other arrangements that would increase the likelihood of obtaining a favorable vote on the merger proposal and to meet the requirement under the Merger Agreement that Hyde Park shall have at least $40 million of cash in its trust account after giving effect to the exercise of conversion rights by Hyde Park stockholders upon the consummation of the merger. See the section entitled “The Merger—Interests of Hyde Park Directors, Officers and Others in the Merger.”

In addition to an adjournment of the special meeting upon approval of the Hyde Park adjournment proposal, the board of directors of Hyde Park is empowered under Delaware law to postpone the meeting at any time prior to the meeting being called to order. In such event, Hyde Park will issue a press release and take such other steps as it believes are necessary and practical in the circumstances to inform its stockholders of the postponement.

Consequences if the Hyde Park Adjournment Proposal Is not Approved

If the Hyde Park adjournment proposal is presented to the special meeting and is not approved by the stockholders, Hyde Park’s board of directors may not be able to adjourn the special meeting to a later date in the event, based on the tabulated votes, there are not sufficient votes at the time of the special meeting to approve the

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merger proposal (because the merger proposal is not approved or because Hyde Park would have less than $40 million in its trust account upon consummation of the merger after giving effect to the exercise of conversion rights by Hyde Park stockholders).

Required Vote

Adoption of the Hyde Park adjournment proposal, if presented, requires the affirmative vote of the holders of a majority of Hyde Park common stock represented in person or by proxy and entitled to vote at the meeting. Adoption of the Hyde Park adjournment proposal is not conditioned upon the adoption of any of the merger proposal.

THE HYDE PARK BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT HYDE PARK STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE HYDE PARK ADJOURNMENT PROPOSAL.

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THE SANTA MARIA ENERGY SPECIAL MEETING

Santa Maria Energy is furnishing this joint proxy statement/prospectus to Santa Maria Energy unitholders as part of the solicitation of proxies by Santa Maria Energy’s board of managers for use at the special meeting of unitholders to be held on                     , 2014 and at any adjournment or postponement thereof. This joint proxy statement/prospectus is first being furnished to Santa Maria Energy unitholders on or about                     , 2014. This joint proxy statement/prospectus provides Santa Maria Energy unitholders with information they need to know to be able to vote or instruct their vote to be cast at the special meeting of Santa Maria Energy unitholders.

Date, Time and Place

This special meeting of the unitholders of Santa Maria Energy will be held at 9:00 a.m., local time, on                     , 2014, at the offices of Latham & Watkins LLP, located at 811 Main Street, Suite 3700, Houston, Texas, to vote on the adoption of the merger proposal, the Santa Maria Energy adjournment proposal, if presented, and the Santa Maria Energy merger-related compensation proposal.

Purpose of the Special Meeting

At the special meeting, Santa Maria Energy is asking its unitholders to:

• consider and adopt the merger proposal;

• consider and adopt the Santa Maria Energy adjournment proposal, if presented; and

• consider and cast an advisory (non-binding) vote on the Santa Maria Energy merger-related compensation proposal.

Record Date; Who is Entitled to Vote

Santa Maria Energy has fixed the close of business on                     , 2014 as the “record date” for determining Santa Maria Energy unitholders entitled to notice of and to attend and vote at the special meeting. As of the close of business on the record date, there were 50,000,000 common units and 50,000 preferred units outstanding and entitled to vote at the meeting. Each unit is entitled to one vote at the special meeting.

Quorum

A quorum of Santa Maria Energy unitholders is required to hold a valid meeting. The presence, in person or by proxy, of a majority of the outstanding preferred units and at least 29% of the outstanding common units entitled to vote at the meeting constitutes a quorum at the special meeting.

Abstentions

Proxies marked “abstain” will be considered present and entitled to vote at the special meeting and, based on applicable voting standards, may have the same effect as a vote “against” each of the proposals.

Voting Your Units

Each unit of Santa Maria Energy that you owned as of the close of business on the record date entitles you to one vote.

There are two ways to vote your units of Santa Maria Energy at the special meeting:

• You Can Vote By Signing and Returning the Enclosed Proxy Card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your units, your

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units will be voted as recommended by Santa Maria Energy’s board of managers “FOR” the merger proposal, the Santa Maria Energy adjournment proposal, if presented, and the merger-related compensation proposal. Votes received after a matter has been voted upon at the special meeting will not be counted.

• You Can Attend the Special Meeting and Vote in Person. You will receive a ballot when you arrive.

Revoking Your Proxy

If you are a Santa Maria Energy unitholder and you submit your proxy, you may revoke it at any time before it is exercised by doing any one of the following:

• you may send another proxy card with a later date;

• you may notify Beth Marino, in writing before the special meeting, that you have revoked your proxy; or

• you may attend the special meeting, revoke your proxy and vote in person, as indicated above.

Who Can Answer Your Questions About Voting Your Units

If you have questions, you may write, e-mail or call Beth Marino at bmarino@santamariaenergy.com or 805-938-3320.

Appraisal Rights

Santa Maria Energy unitholders do not have appraisal rights in connection with the merger under the DLLCA.

No Additional Matters May Be Presented at the Special Meeting

The special meeting of unitholders has been called only to consider the approval of the merger proposal, the Santa Maria Energy adjournment proposal, if presented, and the Santa Maria Energy merger-related compensation proposal. Other than procedural matters incident to the conduct of the meeting, no other matters may be considered at the special meeting if they are not included in the notice of the special meeting.

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SANTA MARIA ENERGY PROPOSALS

The Merger Proposal

As discussed throughout this document, Santa Maria Energy is asking its unitholders to approve the merger proposal. Holders of Santa Maria Energy units should read carefully this document in its entirety, including the annexes, for more detailed information concerning the Merger Agreement and the transactions contemplated thereby. In particular, holders of Santa Maria Energy units are directed to the composite Merger Agreement, which incorporates the amendment to the Merger Agreement into the text of the initial Merger Agreement, a copy of which is attached as Annex A to this document.

Required Vote

The approval and adoption of the merger proposal will require the affirmative vote of the holders of a majority of the outstanding preferred units and at least 29% of the outstanding common units. As of the close of business on the record date, there were 50,000,000 common units and 50,000 preferred units outstanding and entitled to vote at the meeting. Each unit is entitled to one vote at the special meeting.

Pursuant to agreements with Santa Maria Energy, the Kayne Investors have agreed to vote all of the preferred units and an aggregate of approximately 30% of the outstanding common units of Santa Maria Energy in favor of the merger proposal.

AFTER CAREFUL CONSIDERATION, THE BOARD OF MANAGERS OF SANTA MARIA ENERGY UNANIMOUSLY RECOMMENDS THAT THE SANTA MARIA ENERGY UNITHOLDERS VOTE “FOR” THE MERGER PROPOSAL.

The Santa Maria Energy Adjournment Proposal

The Santa Maria Energy adjournment proposal allows Santa Maria Energy’s board of managers to submit a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event, based on the tabulated votes, there are not sufficient votes at the time of the special meeting to approve the merger proposal. The purpose of the Santa Maria Energy adjournment proposal is to provide more time for Santa Maria Energy to make arrangements that would increase the likelihood of obtaining a favorable vote on the merger proposal.

Consequences if the Santa Maria Energy Adjournment Proposal Is not Approved

If the Santa Maria Energy adjournment proposal is presented to the special meeting and is not approved by the unitholders, Santa Maria Energy’s board of managers may not be able to adjourn the special meeting to a later date in the event, based on the tabulated votes, there are not sufficient votes at the time of the special meeting to approve the merger proposal.

Required Vote

The approval of the Santa Maria Energy adjournment proposal will require the affirmative vote of the holders of a majority of the preferred units and at least 29% of the common units represented in person or by proxy at the special meeting. As of the close of business on the record date, there were 50,000,000 common units and 50,000 preferred units outstanding and entitled to vote at the meeting. Each unit is entitled to one vote at the special meeting.

Pursuant to agreements with Santa Maria Energy, the Kayne Investors have agreed to vote all of the preferred units and an aggregate of approximately 30% of the outstanding common units of Santa Maria Energy in favor of the Santa Maria Energy adjournment proposal, if presented.

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AFTER CAREFUL CONSIDERATION, THE BOARD OF MANAGERS OF SANTA MARIA ENERGY UNANIMOUSLY RECOMMENDS THAT THE SANTA MARIA ENERGY UNITHOLDERS VOTE “FOR” THE SANTA MARIA ENERGY ADJOURNMENT PROPOSAL.

The Santa Maria Energy Merger-Related Compensation Proposal

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Section 14A of the Exchange Act, Santa Maria Energy is providing its unitholders with an opportunity to cast an advisory (non-binding) vote on the compensation arising from any agreement or understanding, whether written or unwritten, between Santa Maria Energy’s named executive officers and the acquiring company or Santa Maria Energy, concerning any type of compensation, whether deferred or contingent, that is based upon or otherwise relates to the merger, and that may be paid or become payable to the named executive officers, as determined in accordance with Item 402(t) of Regulation S-K, which we refer to in this proxy statement as the “merger-related compensation.” As required by those rules, Santa Maria Energy is asking its unitholders to vote on the adoption of the following resolution:

“RESOLVED, that the compensation that may be paid or become payable to the named executive officers of Santa Maria Energy Holdings, LLC in connection with the merger as disclosed pursuant to Item 402(t) of Regulation S-K and as set forth in this proposal entitled “The Santa Maria Energy Merger-Related Compensation Proposal” is hereby APPROVED.”

The information set forth in the table below is intended to comply with Item 402(t) of Regulation S-K, which requires disclosure of information about certain compensation for each of Santa Maria Energy’s named executive officers that is based on or otherwise relates to the merger.

Please note that the amounts indicated below are estimates based on the material assumptions described in the notes to the table below, which may or may not actually occur. Some of these assumptions are based on information not currently available and, as a result, the actual amounts, if any, that may be paid or become payable to a named executive officer may differ materially from the amounts set forth below. Furthermore, for purposes of calculating such amounts, Santa Maria Energy has assumed that the consummation of the merger occurred on December 13, 2013.

	Cash ($)(1)		Equity ($)(2)		Total
David Pratt	$	130,249	$	1,573,196	$	1,703,445
Ramon Elias	$	—	$	—	$	—
Kevin McMillan(3)	$	289,909	$	—	$	289,909
Beth Marino	$	27,056	$	209,759	$	236,815
Kevin Yung	$	11,544	$	629,278	$	640,822

(1) Amounts represent (i) discretionary cash payments to the applicable executive related to voluntary salary reductions that became effective in 2012, plus (ii) in the case of Mr. McMillan, a cash payment equal to the amount that Mr. McMillan would have been entitled to receive under the Santa Maria Energy Phantom Equity Plan had he held an award of twenty (20) fully vested Santa Maria Energy Phantom Equity Units immediately prior to the Santa Maria Energy Effective Time.

(2) Amounts represent cash payments to the applicable executive in connection with the vesting and cancellation of Santa Maria Energy Phantom Equity Units held by the executive. Each Santa Maria Energy Phantom Equity Unit corresponds to 0.01% of the fair market value of Santa Maria Energy as determined by its board of managers. For purposes of the calculations in this table, the payments in respect of Santa Maria Energy Phantom Equity Units are based on a value of $3.11 per Santa Maria Energy common unit.

(3) Subject to his continued employment with Santa Maria Energy or a subsidiary thereof until at least immediately prior to the effective time of the Santa Maria Energy Merger, Santa Maria Energy will pay a transaction bonus in cash equal to the amount Mr. McMillan would have been entitled to receive under the Santa Maria Energy Phantom Equity Plan had he held an award of twenty (20) fully vested Santa Maria Energy Phantom Equity Units immediately prior to the effective time of the Santa Maria Energy Merger, less applicable withholding taxes.

Narrative to Merger-Related Compensation Table

The Merger Agreement provides that all Santa Maria Energy Phantom Equity Units (defined below), including those held by the named executive officers, that are outstanding immediately prior to the effective time

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of the Santa Maria Energy Merger will vest in full and will be terminated and canceled and converted into the right to receive an amount in cash equal to the Santa Maria Energy Phantom Equity Consideration (defined below), less any applicable withholding taxes. For additional information regarding these payments, please see “Interests of Santa Maria Energy Managers, Officers and Others in the Merger,” and the footnote disclosure to the Merger-Related Compensation Table above.

Pursuant to an agreement between Santa Maria Energy and Kevin McMillan entered into in connection with the merger, subject to Mr. Millan’s continued employment until at least immediately prior to the effective time of the Santa Maria Energy Merger, Santa Maria Energy has agreed to pay to Mr. McMillan a transaction bonus in cash in the amount of and on the terms and conditions described under “The Merger—Interests of Santa Maria Energy Managers, Officers and Others in the Merger,” and the footnote disclosure to the Merger-Related Compensation Table above.

In addition, subject to their continued employment with Santa Maria Energy or a subsidiary thereof until at least immediately prior to the effective time of the Santa Maria Energy Merger, Santa Maria Energy will make cash payments to each of its named executive officers, other than Mr. Elias, in order to compensate them for a voluntary reduction in their salaries that took effect in August 2012 or October 2012, as applicable. For additional information regarding these payments, please see “Interests of Santa Maria Energy Managers, Officers and Others in the Merger,” and the footnote disclosure to the Merger-Related Compensation Table above.

Required Vote

The vote regarding this proposal on merger-related compensation is a vote separate and apart from the vote on the proposal to approve the merger and the other transactions contemplated by the Merger Agreement. Accordingly, you may vote to approve this proposal on merger-related compensation and vote not to approve the merger and the other transactions contemplated by the Merger Agreement and vice versa. Because the vote regarding merger-related compensation is advisory in nature only, it will not be binding on either Santa Maria Energy, Hyde Park or Santa Maria Energy Corporation. Accordingly, if the merger and the other transactions contemplated by the Merger Agreement are approved and completed, the merger-related compensation will be payable upon a consummation of the merger and the other transactions contemplated by the Merger Agreement, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of Santa Maria Energy’s unitholders.

Pursuant to agreements with Santa Maria Energy, the Kayne Investors have agreed to vote all of the preferred units and an aggregate of approximately 30% of the outstanding common units of Santa Maria Energy in favor of the Santa Maria Energy merger-related compensation proposal.

AFTER CAREFUL CONSIDERATION, THE BOARD OF MANAGERS OF SANTA MARIA ENERGY UNANIMOUSLY RECOMMENDS THAT THE SANTA MARIA ENERGY UNITHOLDERS VOTE “FOR” THIS PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE MERGER-RELATED COMPENSATION.

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THE MERGER

This discussion of the merger is qualified in its entirety by reference to the composite Merger Agreement, which incorporates the amendment to the Merger Agreement into the text of the initial Merger Agreement, and which is attached to this joint proxy statement/prospectus as Annex A. You should read the entire Merger Agreement carefully as it is the legal document that governs the merger.

Structure of the Merger

Hyde Park and Santa Maria Energy have entered into a Merger Agreement providing for the combination of Hyde Park and Santa Maria Energy under Santa Maria Energy Corporation, a new holding company. HPAC Merger Sub will merge with and into Hyde Park with Hyde Park surviving as a wholly-owned subsidiary of Santa Maria Energy Corporation, and Hyde Park stockholders will receive Santa Maria Energy Corporation common stock. Concurrent with the Hyde Park Merger, SME Merger Sub will merge with and into Santa Maria Energy, with Santa Maria Energy surviving as a wholly-owned subsidiary of Santa Maria Energy Corporation, and Santa Maria Energy common unitholders and preferred unitholders will receive Santa Maria Energy Corporation common stock and preferred stock, respectively. Santa Maria Energy will then be contributed to Hyde Park so that Santa Maria Energy will become a wholly-owned subsidiary of Hyde Park.

Merger Consideration

Merger consideration received by Hyde Park stockholders

As a result of the Hyde Park Merger, each outstanding share of Hyde Park common stock will be exchanged for one share of Santa Maria Energy Corporation common stock. A description of the Santa Maria Energy Corporation common stock to be issued in connection with the Hyde Park Merger is set forth in the section entitled “Description of Santa Maria Energy Corporation’s Common Stock and Other Securities.”

Merger consideration received by Santa Maria Energy unitholders

As a result of the Santa Maria Energy Merger, each outstanding Santa Maria Energy common unit will be exchanged for 0.2857 shares of Santa Maria Energy Corporation common stock and each outstanding Santa Maria Energy preferred unit will be exchanged for one share of Santa Maria Energy Corporation preferred stock. The common units that will be exchanged for the Santa Maria Energy Common Merger Consideration will include the 50,000,000 common units currently outstanding and up to an additional 6,099,212 common units that will be issued to the Kayne Investors immediately prior to the Santa Maria Energy Merger in satisfaction of accrued but unpaid dividends on the preferred units and a fee payable for the Kayne Guaranty provided by the Kayne Investors in support of Santa Maria Energy’s senior credit facility. A description of the Santa Maria Energy Corporation stock to be issued in connection with the Santa Maria Energy Merger is set forth in the section entitled “Description of Santa Maria Energy Corporation’s Common Stock and Other Securities.”

Background of the Merger

The terms of the merger are the result of arms-length negotiations between representatives of Hyde Park and Santa Maria Energy. The following is a brief description of the background of these negotiations, the merger and related transactions.

Hyde Park was incorporated under the laws of the State of Delaware on February 24, 2011, as a blank check company, for the purpose of acquiring, through a merger, share exchange, asset acquisition, stock purchase, plan of arrangement, recapitalization, reorganization or similar business combination, one or more operating businesses.

On August 7, 2012, Hyde Park closed its initial public offering of 7,500,000 shares of common stock at an offering price of $10.00 per share, generating total gross proceeds of $75,000,000. Simultaneously with the

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consummation of the initial public offering, Hyde Park consummated the private sale of 693,750 shares of common stock to its sponsors, at $10.00 per share for an aggregate purchase price of $6,937,500. After deducting the underwriting discounts and commissions and the public offering expenses, the total net proceeds to Hyde Park from the public offering were $72,768,238. Of these net proceeds, $71,812,500, together with $6,937,500 raised from the private sale of common stock, for a total of $78,750,000, was deposited in a trust account at Morgan Stanley Smith Barney, with Continental Stock Transfer & Trust Company acting as trustee, and the remaining proceeds of approximately $955,738 became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. The initial public offering was conducted pursuant to a registration statement on Form S-1 that became effective August 1, 2012. Prior to Hyde Park’s initial public offering, neither Hyde Park nor anyone acting on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination with Hyde Park.

Following its initial public offering, representatives of Hyde Park contacted numerous investment banks, private equity firms, business brokers and other third parties in an effort to identify a suitable target company for an acquisition. Hyde Park’s officers and directors and their affiliates also brought to Hyde Park’s attention acquisition candidates. As described in Hyde Park’s IPO prospectus, Hyde Park has virtually unrestricted flexibility in identifying and selecting a prospective business combination. As stated in its IPO prospectus, Hyde Park had not established any specific attributes or criteria (financial or otherwise) for prospective target businesses, but believed that its management would consider factors such as the following in evaluating a prospective target business:

• financial condition and results of operation;

• growth potential;

• brand recognition and potential;

• experience and skill of management and availability of additional personnel;

• capital requirements;

• competitive position;

• barriers to entry;

• stage of development of the products, processes or services;

• existing distribution and potential for expansion;

• degree of current or potential market acceptance of the products, processes or services;

• proprietary aspects of products and the extent of intellectual property or other protection for products or formulas;

• impact of regulation on the business;

• regulatory environment of the industry;

• costs associated with effecting the business combination;

• industry leadership, sustainability of market share and attractiveness of market industries in which a target business participates; and

• macro competitive dynamics in the industry within which the company competes.

During the search for a suitable business combination candidate, Hyde Park reviewed more than 75 acquisition opportunities and entered into discussions, including meetings with management, with at least 12 possible target businesses (or their representatives). Hyde Park’s board of directors and management ultimately determined to abandon each of the other potential acquisition opportunities, either because Hyde Park concluded

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that the target business or the terms of a potential business combination would not be a suitable acquisition candidate for Hyde Park, particularly in comparison to the proposed transaction with Santa Maria Energy.

Kayne Anderson Capital Advisors, L.P. (“Kayne Anderson”), an affiliate of the Kayne Investors, was among the investment firms contacted by Hyde Park representatives. During a conference call held on September 30, 2013, representatives of the Kayne Anderson described Santa Maria Energy’s oil and natural gas exploration and development business and Hyde Park’s management team requested a meeting with Santa Maria Energy’s management.

During the first week of October 2013, Hyde Park’s management team held an in-person meeting in Los Angeles, where Santa Maria Energy’s management team made presentations regarding Santa Maria Energy’s assets, development plans and capital needs as well as various aspects of the oil and natural gas industry relevant to Santa Maria Energy’s business. At this meeting, Santa Maria Energy’s management team discussed, and answered questions regarding, the company’s properties, geological attributes of its properties, then-available reserve reports, the permitting process for its projects, its proposed drilling and extraction techniques and its five-year development plan. Based on this meeting, Hyde Park and Santa Maria Energy agreed to pursue further discussions about a possible transaction.

During the second and third weeks of October 2013, Hyde Park conducted a due diligence review of Santa Maria Energy’s operations, existing financing, organizational structure and other aspects of Santa Maria Energy’s business. During the second week of October 2013, Hyde Park also contacted Barclays Capital Inc. to assist Hyde Park with its valuation. Hyde Park also engaged PetroTech Resources Company, Inc., an engineering consulting firm that specializes in the petroleum industry, to assist Hyde Park with its technical analysis of Santa Maria Energy’s properties and prospects as well as Hollister & Brace PC, a law firm with expertise in federal, state and local environmental regulation applicable to Santa Maria Energy’s business, to assist Hyde Park with its analysis of the regulatory landscape in which Santa Maria Energy operates, its prospects for obtaining necessary regulatory approvals and otherwise operating within the confines of applicable regulations and permits.

During the third week of October 2013, Hyde Park continued its due diligence and Santa Maria Energy provided Hyde Park with access to its field operations. On October 22, 2013, representatives of Hyde Park held numerous meetings with Santa Maria Energy’s management team and operational personnel to discuss Santa Maria Energy’s project area, technical aspects of the opportunity, internal management structures and internal controls. Hyde Park’s management team also toured Santa Maria Energy’s Orcutt Diatomite field and Santa Maria Valley field. During this time period, Hyde Park also consulted with PetroTech and Hollister & Brace to analyze the prospects for Santa Maria Energy’s properties and the likelihood of obtaining regulatory approvals, and the potential conditions applicable to such approvals.

During late October and early November 2013, the parties, together with their respective advisors, held several conference calls to discuss various transaction structures and ultimately concluded to pursue a so-called “double dummy” merger structure to facilitate the parties’ tax and other objectives. Hyde Park and Santa Maria Energy, together with their respective financial advisors, also negotiated the relative valuation of Hyde Park and Santa Maria Energy during this time. The parties also discussed timing constraints imposed by Hyde Park’s certificate of incorporation and determined to negotiate definitive transaction agreements to facilitate a closing prior to May 1, 2014.

During November 2013, the parties negotiated the definitive terms of the merger and the Merger Agreement, including the terms of the preferred stock that would be issued to the Kayne Investors upon completion of the merger.

On November 12, 2013, representatives at Hyde Park visited Santa Maria Energy’s corporate offices in connection with its permitting process. On that date, the Santa Barbara County Board of Supervisors voted to approved a planned development project and related emissions standards. Thereafter, the parties discussed their

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respective cost estimates as a result of the emissions protocols set in place by the Board of Supervisors and finalized the agreed valuation of Santa Maria Energy and the exchange ratio that would be applicable in the merger.

The Merger Agreement was executed by the parties on November 27, 2013.

Factors Considered by the Hyde Park Board of Directors in Approving the Merger

Hyde Park’s Board of Directors approved the merger concluding, as discussed below, that the transaction provided Hyde Park’s shareholders with an opportunity to invest in a well-managed business with significant potential upside. The Hyde Park Board of Directors based its conclusions on its evaluation of Santa Maria Energy through discussions with Santa Maria Energy’s management, representatives of Kayne Anderson and review of financial, legal and operating materials pertaining to Santa Maria Energy and its business. The board of directors also relied on the expertise and advice of various third party consultants and advisors with respect to technical, industry and valuation matters relevant to an investment in Santa Maria Energy and the U.S. oil exploration and production industry in general. These advisors included: Barclays Capital Inc. with respect to general business and financial analyses of Santa Maria Energy, PetroTech Resources Company, Inc. with respect to engineering, geological, environmental and other technical aspects of Santa Maria Energy’s properties, and Hollister & Brace PC with respect to regulatory aspects of Santa Maria Energy’s business.

Hyde Park’s Board of Directors considered a wide variety of factors in connection with its evaluation of the merger. In light of the complexity of those factors, the Hyde Park Board of Directors did not consider it practical to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its decision. In addition, individual members of the Hyde Park Board of Directors may have given different weight to different factors.

A discussion of the favorable factors supporting Hyde Park’s Board of Directors determination to approve the merger is set forth below. In determining to approve the merger, Hyde Park’s Board of Directors also considered the factors discussed under “Risk Factors” elsewhere in this joint proxy statement/prospectus. Hyde Park believes that Santa Maria Energy, and the U.S. oil exploration and production industry in general, are very attractive for a number of reasons, including the following:

• The potential value of Santa Maria Energy’s proved developed reserves, its productive wells and the potential resources available in its undeveloped properties, in each case as reflected in available reserve reports.

• The projected capital expenditure that would likely be required to access Santa Maria Energy’s reserves and the belief that all capital expenditures could be financed by the merger, private equity financing, future cash flows and asset-backed debt financing.

• The belief that the Kayne Investors are well-recognized and highly credible investors in the energy sector, and the fact that the Kayne Investors will continue to hold their substantial investment in Santa Maria Energy (through Santa Maria Energy Corporation) following the merger and retain two seats on Santa Maria Energy Corporation’s board of directors following the merger.

• Santa Maria Energy has received all necessary permitting approvals from the Santa Barbara Planning Commission as well as the Board of Supervisors to proceed with drilling and operations for 110 wells, mitigating one of the principal risks associated with the investment with respect to Santa Maria Energy’s development plans.

• Santa Maria Energy has been a proven operator, for a period in excess of nine years, in the northern Santa Barbara County, California, and has deep domain expertise with respect to drilling and operating in accordance with the oil and natural gas industry’s stringent federal, state and local regulatory environments.

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• Santa Maria Energy’s current management team is well seasoned with extensive experience in the oil and natural gas industry and strong knowledge of the California market, and is expected to remain with Santa Maria Energy.

• The belief that the use of cyclic and continuous steam technology by Santa Maria Energy to exploit its Diatomite resources and the use of conventional and unconventional horizontal drilling to exploit its Monterey resources should allow Santa Maria Energy to maximize its extensive estimated reserves over the next twenty years.

• Oil produced by Santa Maria Energy will be delivered to an existing oil pipeline by a to-be-constructed pipeline of approximately two miles in length which will be owned outright by Santa Maria Energy. This will eliminate the need to truck oil off-site, likely reducing Santa Maria Energy’s cost structure considerably. All permits are in place to build the pipeline.

• All water used on-site for operations will be provided in the form of reclamation water sourced from the Laguna County Sanitation District (“LCSD”) and will be delivered to the drilling and production locations via a fully permitted to-be-built pipeline approximately eight miles in length which will be owned and operated by the LCSD. All permits are in place to build this pipeline.

• Hyde Park believes that Santa Maria Energy utilizes appropriate hedging strategies in order to eliminate basis risk for expected oil production and sales over a rolling four year time horizon.

• NSAI currently provides geological and geoscience services to Santa Maria Energy in the form of periodic reports outlining proved reserves and related forecasted future revenue. Hyde Park believes that NSAI is regarded by the U.S. oil and natural gas industry as the pre-eminent third party independent firm for the provision of geological engineering services. NSAI will continue to be retained by Santa Maria Energy on a post-closing basis in this capacity.

• Santa Maria Energy’s reputation in the Santa Barbara County community, including among certain environmental groups, as a good corporate citizen.

Factors Considered by the Santa Maria Energy Board of Managers in Approving the Merger

The Santa Maria Energy board of managers, acting with the advice and assistance of its legal and financial advisors, evaluated the Merger Agreement, and the transactions contemplated by the Merger Agreement. In approving the Merger Agreement, and declaring them to be advisable, fair to, and in the best interests of, the unitholders of Santa Maria Energy, and in recommending that Santa Maria Energy’s unitholders approve and adopt the Merger Agreement, the Santa Maria Energy board of managers considered a number of factors. A description of these factors is set forth below.

In the course of evaluating the terms of the merger, the Santa Maria Energy board of managers consulted with management, financial advisors and legal advisors and, in reaching its decision, considered the following material factors, each of which it believed supported its approval of the Merger Agreement:

• the cash position of Hyde Park, including that at least $40.0 million of cash in Hyde Park’s trust account would be available to Santa Maria Energy Corporation for working capital and business development needs;

• general industry, economic and market conditions, both on a historical and on a prospective basis;

• the strategic alternatives to the merger, including continuing to operate on a stand-alone basis;

• the risks associated with such strategic alternatives, compared with the opportunity for Santa Maria Energy unitholders to receive stock of Santa Maria Energy Corporation, a public company;

• the implied valuation of the combined company and the percentage ownership of Santa Maria Energy Corporation held by Santa Maria Energy unitholders as a result of the merger;

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• Santa Maria Energy’s ability to raise additional capital through equity financing or to become a public company through other methods;

• the opportunity for Santa Maria Energy’s unitholders to realize substantial value based on the receipt of 0.2857 shares of Santa Maria Energy Corporation common stock for each common unit of Santa Maria Energy they hold upon the merger;

• the fact that Santa Maria Energy Corporation shares will be listed on The NASDAQ Capital Market, offering increased liquidity to Santa Maria Energy unitholders;

• the financial and other terms and conditions of the Merger Agreement as reviewed by the Santa Maria Energy board of managers (see “Merger Agreement”) and the fact that such terms and conditions are reasonable, customary and were the product of arm’s-length negotiations between the parties;

• the Santa Maria Energy board of managers’ belief that it obtained the highest consideration per unit that Hyde Park was willing to agree to, taking into account the terms resulting from extensive negotiations between the parties;

• the Santa Maria Energy board of managers’ understanding of the current state of the capital markets;

• the likelihood that the merger will be consummated in light of the limited conditions to Hyde Park’s obligations to complete the merger, including lack of necessary regulatory approvals.

The Santa Maria Energy board of managers also considered a variety of risks and other potentially negative factors concerning the Merger Agreement and the merger, including the following:

• the risk that the merger may not be completed in a timely manner or at all;

• the possibility that, although the merger provides Santa Maria Energy unitholders the opportunity to receive Santa Maria Energy Corporation shares at an implied valuation, the price of Santa Maria Energy Corporation shares may decrease significantly after the consummation of the merger;

• the risks and costs to Santa Maria Energy if the merger does not close, including the diversion of management and employee attention, potential employee attrition, the potential effect on business relationships, and the transaction costs, including legal fees, incurred in connection with the merger;

• the fact that Santa Maria Energy entered into the Merger Agreement with a “blank check” corporation organized to effect a business combination with one or more businesses;

• the restrictions on the conduct of Santa Maria Energy’s business prior to the consummation of the merger, requiring Santa Maria Energy to conduct its business only in the ordinary course, subject to specific limitations or Hyde Park’s consent, which may delay or prevent Santa Maria Energy from undertaking business opportunities that may arise pending consummation of the merger; and

• the interests of Santa Maria Energy’s significant unitholders, managers and executive officers in the merger (see “The Merger—Interests of Santa Maria Energy Managers, Officers and Others in the Merger”).

The foregoing discussion of the information and factors considered by the Santa Maria Energy board of managers is not intended to be exhaustive, but includes the material factors considered by the Santa Maria Energy board of managers, including the substantive and procedural factors considered. In view of the variety of factors considered in connection with its evaluation of the merger, the Santa Maria Energy board of managers did not find it practicable to quantify, and did not quantify, or otherwise assign relative weights to, the specific factors considered in reaching its conclusion. In addition, each of the members of the Santa Maria Energy board of managers applied his own personal business judgment to the process and may have given differing weights to different factors. In arriving at their recommendation, the members of the Santa Maria Energy board of managers also considered the interests that certain executive officers of Santa Maria Energy may have with respect to the merger that differ from, or are in addition to, their interests as unitholders generally, as described below under

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“Interests of Santa Maria Energy Managers, Officers and Others in the Merger.” Santa Maria Energy’s board of managers realized there can be no assurance about future results, including results expected or considered in the factors listed above. However, the board of managers concluded the potential positive factors outweighed the potential risks of entering into the merger.

Directors and Executive Officers of Santa Maria Energy Corporation Following Consummation of the Merger

Upon consummation of the merger, selected members of the board of managers and the current officers of Santa Maria Energy are expected to continue in their current positions at Santa Maria Energy Corporation. David Pratt, David Iverson, Richard R. Powell Jr. and Charles Yates III, current members of Santa Maria Energy’s board of managers will continue as a members of the board of directors of Santa Maria Energy Corporation. In addition, Laurence S. Levy and Edward Levy (each of whom is currently a director of Hyde Park), and a third individual designated by Hyde Park, will become directors of Santa Maria Energy Corporation. If the merger is completed, the directors and executive officers of Santa Maria Energy Corporation will be as follows:

Name	Age	Position
David Pratt	56	Chief Executive Officer and President and Director
Kevin McMillan	55	Executive Vice President, Chief Financial Officer and Treasurer
Beth Marino	44	Executive Vice President, General Counsel and Secretary
Kevin Yung	37	Executive Vice President, Operations
Laurence S. Levy	57	Director
Edward Levy	49	Director
David Iverson	48	Director
Richard R. Powell Jr.	59	Director
Hyde Park Designee	—	Director
Charles Yates III	45	Director

Information about Santa Maria Energy Corporation’s officers and directors can be found in the sections entitled “Additional Information About Hyde Park” and “Additional Information About Santa Maria Energy.”

The Santa Maria Energy Corporation Board of Directors and Election of Directors

Upon consummation of the merger, Santa Maria Energy Corporation’s board of directors will have seven members. Pursuant to NASDAQ rules, within a year of the effectiveness of the registration statement of which this joint proxy statement/prospectus is a part, Santa Maria Energy Corporation’s board of directors must consist of a majority of independent directors. Santa Maria Energy Corporation intends to be in compliance with these rules. The NASDAQ independence definition includes a series of objective tests, including that the director is not, and has not been for at least three years, an employee of the company and that neither the director nor any of his family members has engaged in various types of business dealings with the company. In addition, as required by NASDAQ rules, the board of directors will make a subjective determination as to each independent director that no relationships exist, which, in the opinion of the board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Under the applicable NASDAQ rules, Santa Maria Energy Corporation is permitted to phase in its compliance with the independent audit committee requirements set forth in NASDAQ Marketplace Rule 5605(c)(2)(A)(ii) on the same schedule as it is permitted to phase in its compliance with the independent audit committee requirement pursuant to Rule 10A-3(b)(1)(iv)(A) under the Exchange Act, which requires (1) one independent member at the time of listing; (2) a majority of independent members within 90 days of listing; and (3) all independent members within one year of listing.

Santa Maria Energy Corporation’s board of directors will be divided into three classes, with each class serving a three-year term and until the successors of each such class have been elected and qualified, provided that the initial term for certain classes of directors will be one, two or three years, depending on the class. Messrs.

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Pratt and                      will serve as Class I directors, and their initial term of office will expire at the 2015 annual stockholders meeting. Messrs. Iverson and Edward Levy will serve as Class II directors, with an initial term of office expiring at the 2016 annual meeting. Messrs. Powell, Yates and Laurence S. Levy will serve as Class III directors, with an initial term of office expiring at the 2017 annual meeting. Pursuant to applicable NASDAQ rules, the board of directors will have an audit committee, a compensation committee and a nominating and corporate governance committee, the principal duties of which are described below.

Upon consummation of the merger, there will be no family relationships among any of Santa Maria Energy Corporation’s directors and executive officers (Edward Levy and Laurence S. Levy are not related).

Leadership Structure of the Board

Santa Maria Energy Corporation’s amended and restated bylaws and corporate governance guidelines as of the consummation of the merger will provide the board of directors with flexibility to combine or separate the positions of Chairman of the Board and Chief Executive Officer in accordance with its determination that utilizing one or the other structure would be in the best interests of Santa Maria Energy Corporation. At the consummation of the merger, Mr. Powell will serve as Chairman of the Board. Mr. Pratt, the Chief Executive Officer of Santa Maria Energy Corporation upon the consummation of the merger, will also serve as a director.

The board of directors of Hyde Park and the board of managers for Santa Maria Energy have concluded that Santa Maria Energy Corporation’s current leadership structure is appropriate at this time. However, the board of directors will continue to periodically review its leadership structure and may make such changes in the future as it deems appropriate.

Role of the Board in Risk Oversight

One of the key functions of the board of directors is informed oversight of its risk management process. The board of directors will not have a standing risk management committee, but rather will administer this oversight function directly through the board of directors as a whole, as well as through various standing committees of the board of directors that address risks inherent in their respective areas of oversight. In particular, the board of directors will be responsible for monitoring and assessing strategic risk exposure and the audit committee will have the responsibility to consider and discuss Santa Maria Energy Corporation’s major financial risk exposures and the steps Santa Maria Energy Corporation’s management will take to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee will also monitor compliance with legal and regulatory requirements. The nominating and corporate governance committee will monitor the effectiveness of Santa Maria Energy Corporation’s corporate governance practices. The compensation committee will assess and monitor whether any of Santa Maria Energy Corporation’s compensation policies and programs has the potential to encourage excessive risk-taking. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire board of directors will be regularly informed through committee reports about such risks.

Audit Committee

The audit committee’s duties, which are specified in a charter for the committee to be adopted by the board of directors, include the following:

• serving as an independent and objective party to monitor the financial reporting process, audits of financial statements and internal control system;

• reviewing and appraising the audit efforts of Santa Maria Energy Corporation’s independent registered public accounting firm and internal finance department;

• reviewing Santa Maria Energy Corporation’s accounting policies;

• reviewing auditor independence;

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• providing an open avenue of communications among Santa Maria Energy Corporation’s independent registered public accounting firm, senior management, internal finance department and board of directors; and

• overseeing compliance with the related party transactions policy which will be adopted by the board of directors.

The audit committee will be required to report regularly to the board of directors to discuss any issues that arise with respect to the quality or integrity of Santa Maria Energy Corporation’s financial statements, its compliance with legal or regulatory requirements, the performance and independence of its independent registered accounting firm, or the performance of the internal audit function. Upon the listing of Santa Maria Energy Corporation’s common stock on NASDAQ, the audit committee will operate under a written charter that satisfies the applicable standards of the SEC and NASDAQ.

Compensation Committee

The compensation committee will have the authority to review and approve policies relating to compensation and benefits of Santa Maria Energy Corporation’s officers and employees. The compensation committee will have the authority to review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer and other executive officers, evaluate the performance of these officers in light of those goals and objectives and approve the compensation of these officers based on such evaluations. The compensation committee will also have the authority to review and approve the issuance of equity-based awards under the Santa Maria Energy Corporation 2014 Equity Incentive Award Plan. The compensation committee will also review and evaluate, at least annually, the performance of the compensation committee and its members, including compliance by the compensation committee with its charter. Upon the listing of Santa Maria Energy Corporation’s common stock on NASDAQ, the compensation committee will operate under a written charter, which the compensation committee will review and evaluate at least annually.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee will be responsible for making recommendations to the board of directors regarding candidates for directorships and the size and composition of the board of directors. In addition, the nominating and corporate governance committee is responsible for overseeing Santa Maria Energy Corporation’s corporate governance policies and reporting and making recommendations to the board of directors concerning governance matters. Upon the listing of Santa Maria Energy Corporation’s common stock on NASDAQ, the nominating and corporate governance committee will operate under a written charter, which the nominating and corporate governance committee will review and evaluate at least annually.

Other Committees

Pursuant to Santa Maria Energy Corporation’s bylaws that will be in effect at the consummation of the merger, the board of directors will have the right, from time to time, to establish other committees to facilitate the management of its business and operations.

Compensation Committee Interlocks and Insider Participation

None of Santa Maria Energy Corporation’s executive officers following the consummation of the merger served as a member of the board of directors or the compensation committee of any entity that has one or more executive officers serving on Santa Maria Energy Corporation’s board of directors or on the compensation committee of Santa Maria Energy Corporation’s board of directors.

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Code of Business Conduct and Ethics

Upon the listing of Santa Maria Energy Corporation’s common stock on NASDAQ, the board of directors will adopt a written code of business conduct and ethics that applies to Santa Maria Energy Corporation’s directors, officers and employees, including the principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Following the consummation of the merger, Santa Maria Energy Corporation will post a current copy of the code on its website,                     . In addition, Santa Maria Energy Corporation intends to post on its website all disclosures that are required by law or the listing standards of NASDAQ concerning any amendments to, or waivers from, any provision of the code. The reference to Santa Maria Energy Corporation’s website address does not constitute incorporation by reference of the information contained at or available through the website, and you should not consider it to be a part of this joint proxy statement/prospectus.

Director Compens ation

It is anticipated that non-employee directors of Santa Maria Energy Corporation will receive a combination of cash and equity-based awards as annual compensation for service on the board of directors and any of its committees. Directors will also be reimbursed for out-of-pocket expenses incurred in connection with their duties as directors.

Employment Agreements

None of the individuals who will serve as executive officers of Santa Maria Energy Corporation following the merger are currently parties to employment agreements with Santa Maria Energy.

Santa Maria Energy Corporation 2014 Equity Incentive Award Plan

Prior to the consummation of the merger, Santa Maria Energy Corporation intends to adopt the 2014 Equity Incentive Award Plan (the “2014 Incentive Award Plan”), subject to approval by its stockholders prior to the closing. The principal purpose of the 2014 Incentive Award Plan is to promote the success and enhance the value of Santa Maria Energy Corporation by linking the individual interests of its directors, employees and consultants to those of its stockholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to stockholders. The material terms of the 2014 Incentive Award Plan, as it is currently contemplated, are summarized below.

Share Reserve

An aggregate of                  shares of Santa Maria Energy Corporation common stock (the “Share Limit”) are reserved for issuance pursuant to awards granted under the 2014 Incentive Award Plan.

If an award under the 2014 Incentive Award Plan is forfeited, expires or is settled for cash, any shares subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the 2014 Incentive Award Plan. However, the following shares may not be used again for grant under the 2014 Incentive Award Plan: (1) shares tendered or withheld to satisfy grant or exercise price or tax withholding obligations associated with an award; (2) shares subject to a stock appreciation right, or SAR, that are not issued in connection with the stock settlement of the SAR on its exercise; and (3) shares purchased on the open market with the cash proceeds from the exercise of options. To the extent permitted under applicable law, awards that provide for the delivery of shares subsequent to the applicable grant date may be granted in excess of the Share Limit if such awards provide for forfeiture or cash settlement to the extent that insufficient shares remain under the Share Limit at the time that shares would otherwise be issued in respect of such award.

Awards granted under the 2014 Incentive Award Plan upon the assumption of, or in substitution for, awards authorized or outstanding under a qualifying equity plan maintained by an entity with which Santa Maria Energy

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Corporation enters into a merger or similar corporate transaction will not reduce the shares available for grant under the 2014 Incentive Award Plan. The maximum number of shares of common stock that may be subject to one or more awards granted to any participant pursuant to the 2014 Incentive Award Plan during any calendar year will be                  shares, the maximum amount that may be paid under a cash award pursuant to the 2014 Incentive Award Plan to any one participant during any calendar year period will be $        , and the maximum number of shares of common stock that may be subject to one or more awards granted to any non-employee director pursuant to the 2014 Incentive Award Plan during any calendar year will be                  shares. To the extent required by Section 162(m) of the Code, shares subject to awards which are canceled will continue to be counted against the foregoing award limits. However, the foregoing limitations shall not apply until the earliest of the following events to occur after the date on which Santa Maria Energy Corporation becomes a publicly traded company: (a) the first material modification of the 2014 Incentive Award Plan (including any increase in the Share Limit); (b) the issuance of all of the shares reserved for issuance under the 2014 Incentive Award Plan; (c) the expiration of the 2014 Incentive Award Plan; (d) the first meeting of stockholders at which members of the board of directors of Santa Maria Energy Corporation are to be elected that occurs after the first calendar year following the calendar year in an equity security of Santa Maria Energy Corporation was first registered under Section 12 of the Exchange Act; or (e) such other date required by Section 162(m) of the Code.

Administration.

Santa Maria Energy Corporation’s board of directors will administer the 2014 Incentive Award Plan with respect to awards granted to non-employee directors and Santa Maria Energy Corporation’s compensation committee will administer the 2014 Incentive Award Plan with respect to awards granted to other participants. The board or compensation committee may delegate its duties and responsibilities to committees of directors and/or officers, subject to certain limitations that may be imposed under Section 162(m) of the Code, Section 16 of the Exchange Act and/or stock exchange rules. The plan administrator must consist of at least two members of Santa Maria Energy Corporation’s board of directors, each of whom is intended to qualify as an “outside director,” within the meaning of Section 162(m) of the Code, a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act and an “independent director” within the meaning of the rules of the applicable stock exchange on which shares of common stock are traded. Subject to the terms and conditions of the 2014 Incentive Award Plan, the plan administrator has the authority to select the persons to whom awards are to be made, to determine the number of shares to be subject to awards and the terms and conditions of awards, and to make all other determinations and to take all other actions necessary or advisable for the administration of the 2014 Incentive Award Plan. The administrator is also authorized to adopt, amend or rescind rules relating to administration of the 2014 Incentive Award Plan.

Eligibility

Options, SARs, restricted stock and all other stock-based and cash-based awards under the 2014 Incentive Award Plan may be granted to officers, employees and consultants of Santa Maria Energy Corporation and certain of its affiliates. Awards also may be granted to Santa Maria Energy Corporation’s directors. Only employees of Santa Maria Energy Corporation or certain of its subsidiaries may be granted incentive stock options.

Awards

The 2014 Incentive Award Plan provides for the grant of stock options (including incentive stock options, or ISOs, and nonqualified stock options, or NSOs), SARs, restricted stock, restricted stock units, or RSUs, deferred stock, dividend equivalents, performance awards and stock payments, or any combination thereof. No determination has been made as to the types or amounts of awards that will be granted to specific individuals pursuant to the 2014 Incentive Award Plan. Each award will be set forth in a separate agreement and will indicate the type and terms and conditions of the award.

• Stock Options. Stock options provide for the right to purchase shares of Santa Maria Energy Corporation common stock in the future at a specified price that is established on the date of grant.

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ISOs, by contrast to NSOs, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the Code are satisfied. The exercise price of a stock option may not be less than 100% of the fair market value of the underlying share on the date of grant (or 110% in the case of ISOs granted to certain significant stockholders), except with respect to certain substitute options granted in connection with a corporate transaction. The term of a stock option may not be longer than ten years (or five years in the case of ISOs granted to certain significant stockholders). Vesting conditions determined by the plan administrator may apply to stock options and may include continued service, performance and/or other conditions.

• Restricted Stock. Restricted stock is an award of nontransferable shares of common stock that remains forfeitable unless and until specified vesting conditions are met. In general, restricted stock may not be sold or otherwise transferred until restrictions are removed or expire. Holders of restricted stock will have voting rights and, except with respect to performance vesting awards, will have the right to receive dividends, if any, prior to the time when the restrictions lapse.

• Restricted Stock Units. RSUs are contractual promises to deliver shares of common stock (or the fair market value of such shares in cash) in the future, which may also remain forfeitable unless and until specified vesting conditions are met. RSUs generally may not be sold or transferred until vesting conditions are removed or expire. The shares underlying RSUs will not be issued until the RSUs have vested, and recipients of RSUs generally will have no voting or dividend rights prior to the time when the RSUs are settled in shares, unless the RSU includes a dividend equivalent right (in which case the holder may be entitled to dividend equivalent payments under certain circumstances). Delivery of the shares underlying RSUs may be deferred under the terms of the award or at the election of the participant, if the plan administrator permits such a deferral.

• Deferred Stock Awards. Deferred stock awards represent the right to receive shares of Santa Maria Energy Corporation common stock on a future date. Deferred stock may not be sold or otherwise hypothecated or transferred until issued. Deferred stock will not be issued until the deferred stock award has vested, and recipients of deferred stock generally will have no voting or dividend rights prior to the time when the vesting conditions are satisfied and the shares are issued.

• Stock Appreciation Rights. SARs entitle their holder, upon exercise, to receive an amount equal to the appreciation of the shares subject to the award between the grant date and the exercise date. The exercise price of any SAR granted under the 2014 Incentive Award Plan must be at least 100% of the fair market value of a share of Santa Maria Energy Corporation common stock on the date of grant (except with respect to certain substitute SARs granted in connection with a corporate transaction) and the term of a SAR may not be longer than ten years. Vesting conditions determined by the plan administrator may apply to SARs and may include continued service, performance and/or other conditions. SARs under the 2014 Incentive Award Plan will be settled in cash or shares of Santa Maria Energy Corporation common stock, or in a combination of both, as determined by the administrator.

• Dividend Equivalents. Dividend equivalents represent the value of the dividends, if any, per share paid by Santa Maria Energy Corporation, calculated with reference to the number of shares covered by the award. Dividend equivalents generally are credited as of dividend record dates during the period between the date an award is granted and the date such award vests, is exercised, is distributed or expires, as determined by the plan administrator, and may be settled in cash or shares as determined by the plan administrator. Dividend equivalents with respect to an award with performance-based vesting that are based on dividends paid prior to the vesting of such award shall only be paid out to the extent that the performance-based vesting conditions are subsequently satisfied and the award vests.

• Performance Shares. Performance shares are contractual rights to receive shares of common stock in the future based on the attainment of specified performance goals, in addition to other conditions which may apply to these awards.

• Stock Payments. Stock payments are awards of fully-vested shares of common stock that may, but need not, be granted in lieu of all or any part of compensation, including base salary, bonus or fees that would otherwise be payable in cash to the recipient.

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Performance Awards

Performance awards include any of the foregoing awards that are granted subject to vesting and/or payment based on the attainment of specified performance goals. The plan administrator will determine whether performance awards are intended to constitute “qualified performance-based compensation,” or QPBC, within the meaning of Section 162(m) of the Code, in which case the applicable performance criteria will be selected from the list below in accordance with the requirements of Section 162(m) of the Code.

Section 162(m) of the Code imposes a $1,000,000 cap on the compensation deduction that a publicly-held corporation may take in respect of compensation paid to its “covered employees” (which generally includes the corporation’s chief executive officer and next three most highly compensated employees other than the chief financial officer), but excludes from the calculation of amounts subject to this limitation any amounts that constitute QPBC. Under a special transition rule for private companies that become publicly held, Santa Maria Energy Corporation does not expect Section 162(m) of the Code to apply to certain awards under the 2014 Incentive Award Plan until the earliest to occur of (1) the annual stockholders’ meeting at which members of its board of directors are to be elected that occurs after the close of the first calendar year following the calendar year in which occurred the first registration of its equity securities under Section 12 of the Exchange Act; (2) a material modification of the 2014 Incentive Award Plan; (3) the exhaustion of the share supply under the 2014 Incentive Award Plan; or (4) the expiration of the 2014 Incentive Award Plan. However, QPBC performance criteria may be used with respect to performance awards that are not intended to constitute QPBC. In addition, the company may issue awards that are not intended to constitute QPBC even if such awards might be non-deductible as a result of Section 162(m) of the Code.

In order to constitute QPBC under Section 162(m) of the Code, in addition to certain other requirements, the relevant amounts must be payable only upon the attainment of pre-established, objective performance goals set by the compensation committee and linked to stockholder-approved performance criteria. For purposes of the 2014 Incentive Award Plan, one or more of the following performance criteria will be used in setting performance goals applicable to QPBC, and may be used in setting performance goals applicable to other performance awards: (1) net earnings (either before or after one or more of the following: (a) interest, (b) taxes, (c) depreciation, (d) amortization and (e) non-cash equity-based compensation expense); (2) gross or net sales or revenue; (3) net income (either before or after taxes); (4) adjusted net income; (5) operating income, earnings or profit (either before or after taxes); (6) cash flow (including, but not limited to, cash flow return on investments, operating cash flow and free cash flow); (7) return on assets; (8) return on capital; (9) return on stockholders’ equity; (10) total stockholder return; (11) return on sales; (12) gross or net profit or operating margin; (13) costs; (14) funds from operations; (15) expenses; (16) working capital; (17) earnings per share; (18) adjusted earnings per share; (19) price per share of platform common stock; (20) regulatory body approval for commercialization of a product; (21) implementation or completion of critical projects; (22) market share; (23) economic value; (24) debt levels or reduction; (25) customer retention; (26) sales-related goals; (27) comparisons with other stock market indices; (28) operating efficiency; (29) customer satisfaction and/or growth; (30) employee satisfaction; (31) research and development achievements; (32) financing and other capital raising transactions; (33) recruiting and maintaining personnel; and (34) year-end cash, any of which may be measured either in absolute terms for Santa Maria Energy Corporation or any of its operating units or as compared to any incremental increase or decrease or as compared to results of a peer group or to market performance indicators or indices.

The 2014 Incentive Award Plan also permits the plan administrator to provide for objectively determinable adjustments to the applicable performance criteria in setting performance goals for QPBC awards. Such adjustments may include one or more of the following: (1) items related to a change in accounting principle; (2) items relating to financing activities; (3) expenses for restructuring or productivity initiatives; (4) other non-operating items; (5) items related to acquisitions; (6) items attributable to the business operations of any entity acquired by Santa Maria Energy Corporation during the applicable performance period; (7) items related to the sale or disposition of a business or segment of a business; (8) items related to discontinued operations that do not qualify as a segment of a business under applicable accounting standards; (9) items attributable to any stock dividend, stock split, combination or exchange of stock occurring during the applicable performance period;

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(10) any other items of significant income or expense which are determined to be appropriate adjustments; (11) items relating to unusual or extraordinary corporate transactions, events or developments, (12) items related to amortization of acquired intangible assets; (13) items that are outside the scope of the company’s core, on-going business activities; (14) items related to acquired in-process research and development; (15) items relating to changes in tax laws; (16) items relating to major licensing or partnership arrangements; (17) items relating to asset impairment charges; (18) items relating to gains or losses for litigation, arbitration and contractual settlements; or (19) items relating to any other unusual or nonrecurring events or changes in applicable laws, accounting principles or business conditions

Certain Transactions

The plan administrator has broad discretion to take action under the 2014 Incentive Award Plan, as well as make adjustments to the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits and facilitate necessary or desirable changes in the event of certain transactions and events affecting Santa Maria Energy Corporation’s common stock, such as stock dividends, stock splits, mergers, acquisitions, consolidations and other corporate transactions. In addition, in the event of certain non-reciprocal transactions with Santa Maria Energy Corporation’s stockholders known as “equity restructurings,” the plan administrator will make equitable adjustments to the 2014 Incentive Award Plan and outstanding awards. In the event of a change in control of Santa Maria Energy Corporation (as defined in the 2014 Incentive Award Plan), to the extent that the surviving entity declines to assume or substitute for outstanding awards or it is otherwise determined that awards will not be assumed or substituted, the plan administrator may cause the awards to become fully vested and exercisable in connection with the transaction. If an award vests and, as applicable, is exercised in lieu of assumption or substitution in connection with a change in control, the award will terminate upon the change in control.

Foreign Participants, Claw-Back Provisions, Transferability and Participant Payments

The plan administrator may modify award terms, establish subplans and/or adjust other terms and conditions of awards, subject to the share limits described above, in order to facilitate grants of awards subject to the laws and/or stock exchange rules of countries outside of the United States. All awards will be subject to the provisions of any claw-back policy implemented by Santa Maria Energy Corporation to the extent set forth in such claw-back policy and/or in the applicable award agreement. With limited exceptions for estate planning, domestic relations orders, certain beneficiary designations and the laws of descent and distribution, awards under the 2014 Incentive Award Plan are generally non-transferable prior to vesting unless otherwise determined by the plan administrator, and are exercisable only by the participant. With regard to tax withholding, exercise price and purchase price obligations arising in connection with awards under the 2014 Incentive Award Plan, the plan administrator may, in its discretion, accept cash or check, shares of common stock that meet specified conditions, a market sell order or such other consideration as it deems suitable.

Amendment and Termination

Santa Maria Energy Corporation’s board of directors may terminate, amend or modify the 2014 Incentive Award Plan at any time. However, Santa Maria Energy Corporation must generally obtain stockholder approval to increase the number of shares available under the 2014 Incentive Award Plan (other than in connection with certain corporate events, as described above), to reprice options or SARs, or to cancel any stock option or SAR in exchange for cash or another award when the option or SAR price per share exceeds the fair market value of the underlying shares. In addition, no amendment, suspension or termination of the 2014 Incentive Award Plan may, without the consent of the holder, materially and adversely affect any rights or obligations under any award previously granted, unless the award itself otherwise expressly so provides. No award may be granted pursuant to the 2014 Incentive Award Plan after the tenth anniversary of the effective date of the 2014 Incentive Award Plan. Any award that is outstanding on the termination date of the 2014 Incentive Award Plan will remain in force according to the terms of the 2014 Incentive Award Plan and the applicable award agreement

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Interests of Hyde Park Directors, Officers and Others in the Merger

When you consider the recommendation of Hyde Park’s board of directors in favor of approval of the merger proposal and the adjournment proposal, you should keep in mind that Hyde Park sponsors, including its directors and executive officers, have interests in such proposals that are different from, or in addition to, your interests as a stockholder. These interests include, among other things:

• If the merger or another business combination is not consummated by May 1, 2014, Hyde Park will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding IPO shares for cash and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, the 1,875,000 shares held by Hyde Park’s sponsors, including its officers and directors, which were acquired for an aggregate purchase price of $25,000 prior to Hyde Park’s initial public offering, would be worthless because Hyde Park’s sponsors are not entitled to participate in any redemption distribution with respect to such shares. Such shares had an aggregate market value of $19,443,750 based upon the closing price of $10.37 per share on NASDAQ on September 30, 2013.

• Hyde Park’s sponsors, including its officers and directors, also purchased 693,750 shares of common stock from Hyde Park for an aggregate purchase price of $6,937,500 (or $10.00 per share). These purchases took place in a private placement basis simultaneously with the consummation of the initial public offering. All of the proceeds Hyde Park received from these purchases were placed in the trust account. If the merger or another business combination is not consummated by May 1, 2014, these shares would be worthless because Hyde Park’s sponsors are not entitled to participate in any redemption distribution with respect to such shares. These privately placed shares had an aggregate market value of $7,194,188 based on the closing price of $10.37 per share on NASDAQ on September 30, 2013.

• If Hyde Park is unable to complete the merger or another business combination by May 1, 2014, Hyde Park’s officers will be jointly and severally liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Hyde Park for services rendered or contracted for or products sold to Hyde Park, but only if such a vendor or target business has not executed such a waiver.

• Hyde Park’s sponsors, including its officers and directors, and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Hyde Park’s behalf, such as identifying and investigating possible business targets and business combinations. These individuals have negotiated the repayment of any such expenses upon consummation of the merger. However, if Hyde Park fails to consummate the merger or another business combination by May 1, 2014, they will not have any claim against the trust account for reimbursement. As of September 30, 2013, Hyde Park’s sponsors, including its officers and directors, and their affiliates had not incurred any reimbursable expenses.

• If the merger is consummated, Laurence S. Levy will continue to serve, and Edward Levy will be appointed to serve, on the board of directors of Santa Maria Energy Corporation and will be entitled to compensation payable to non-employee directors of Santa Maria Energy Corporation. It is anticipated that non-employee directors of Santa Maria Energy Corporation will receive a combination of cash and equity-based awards as annual compensation for service on the board of directors of Santa Maria Energy Corporation and any of its committees. Directors will also be reimbursed for out-of-pocket expenses incurred in connection with their duties as directors.

At any time prior to the Hyde Park special meeting, during a period when they are not then aware of any material nonpublic information regarding Hyde Park or its securities, Hyde Park’s sponsors and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the merger proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of

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Hyde Park common stock or to not demand conversion rights. The funds for any such purchases will either come from cash available to such purchasing parties or from third-party financing, none of which has been sought at this time. While the exact nature of any such incentives has not been determined as of the date of this joint proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares owned by the Hyde Park initial stockholders for nominal value. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that the holders of a majority of the IPO shares represented in person or by proxy and entitled to vote at the special meeting vote to approve the merger proposal and that Hyde Park satisfies the requirement under the Merger Agreement that it shall have at least $40 million in its trust account after giving effect to the exercise of conversion rights by Hyde Park stockholders, where it appears that such requirements would otherwise not be met.

Entering into any such arrangements may have a depressive effect on Hyde Park common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares such stockholder owns, either prior to or immediately after the special meeting. If such transactions are effected, the consequence could be to cause the merger to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the merger proposal and the adjournment proposal to be presented at the special meeting and would likely increase the chances that such proposals would be approved. Moreover, any such purchases may make it more likely that Hyde Park will maintain at least $40 million in its trust account after giving effect to the exercise of conversion rights by Hyde Park stockholders. As of the date of this joint proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Hyde Park will file a Current Report on Form 8-K to disclose any arrangements entered into or additional significant purchases made by any of the aforementioned persons that would affect the vote on the merger proposal. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

None of Hyde Park’s executive officers is party to an agreement with Hyde Park, or participates in any Hyde Park plan, program or arrangement, that provides for payments or benefits based on or that otherwise relate to the consummation of the merger.

Interests of Santa Maria Energy Managers, Officers and Others in the Merger

When you consider the recommendation of Santa Maria Energy’s board of managers in favor of approval of the merger proposal and the other proposals, you should keep in mind that Santa Maria Energy’s managers and officers have interests in such proposals that are different from, or in addition to, your interests as a unitholder. These interests include, among other things:

• Three of Santa Maria Energy’s officers, including the president who is also a manager, hold phantom equity units (“Santa Maria Energy Phantom Equity Units”) granted under the Amended and Restated Santa Maria Pacific Holdings, LLC 2008 Phantom Equity Plan, as amended from time to time (the “Santa Maria Energy Phantom Equity Plan”). Under the Merger Agreement, at the Santa Maria Energy Effective Time (as defined below), each award of Santa Maria Energy Phantom Equity Units that is outstanding immediately prior to the Santa Maria Energy Effective Time will vest in full and will be terminated and canceled and converted into the right to receive an amount in cash equal to the product obtained by multiplying (i) the number of Santa Maria Energy Phantom Equity Units subject to such award immediately prior to the Santa Maria Energy Effective Time, and (ii) the Fair Market Value (as defined in the Santa Maria Energy Phantom Equity Plan and which will include an adjustment for the repayment of $50,000,000 of capital invested in Santa Maria Energy) of a Membership Unit (as defined in the Santa Maria Energy Phantom Equity Plan) as of immediately prior to the Santa Maria Energy Effective Time (the “Santa Maria Energy Phantom Equity Consideration”), less any applicable

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withholding taxes. For purposes of the Santa Maria Energy Phantom Unit Plan, one Membership Unit corresponds to 0.01% of the fair market value of Santa Maria Energy as determined by its board of managers. See “Santa Maria Energy Proposals—The Santa Maria Energy Merger-Related Compensation Proposal.”

• Subject to his continued employment with Santa Maria Energy or a subsidiary thereof until at least immediately prior to the Santa Maria Energy Effective Time, Santa Maria Energy will pay to Kevin McMillan, Santa Maria Energy’s VP—Finance and Administration and the principal financial officer of Santa Maria Energy Corporation, a transaction bonus in cash equal to the amount Mr. McMillan would have been entitled to receive under the Santa Maria Energy Phantom Equity Plan had he held an award of twenty (20) fully vested Santa Maria Energy Phantom Equity Units immediately prior to the Santa Maria Energy Effective Time, less applicable withholding taxes. Additionally, Mr. McMillan currently holds 1,000,000 profits interest units in Santa Maria Energy, which will be terminated in connection with the merger (without payment therefor) pursuant to the Merger Agreement and a profits interest units cancellation agreement entered into by Santa Maria Energy and Mr. McMillan.

• Subject to their continued employment until at least immediately prior to the Santa Maria Energy Effective Time, the compensation committee of Santa Maria Energy’s board of managers has approved discretionary payments to certain employees, including most of its officers, in connection with the consummation of the merger in order to compensate the employees for salary reductions that took effect in August 2012 or October 2012, as applicable. See “Santa Maria Energy Proposals—The Santa Maria Energy Merger-Related Compensation Proposal.”

• Santa Maria Energy has a nine-person board of managers. Each of the managers, two of whom are officers, beneficially owns common units in Santa Maria Energy through their respective affiliates. All of these units will be exchanged for shares of Santa Maria Energy Corporation common stock in the merger. These managers and officers will also be subject to an agreed-upon lock-up period after which they will have freely tradable shares of Santa Maria Energy Corporation common stock.

• The Kayne Investors, who have designated two representatives on the board of managers of Santa Maria Energy, also own preferred units in Santa Maria Energy that give them certain control and preferential payment rights. As a result of the merger, the Kayne Investors will receive preferred stock in Santa Maria Energy Corporation in exchange for their Santa Maria Energy preferred units. The preferred stock of Santa Maria Energy Corporation held by the Kayne Investors will contain certain control and preferential payment rights. In addition, the accrued dividends on the Kayne Investors’ preferred units and $1.5 million of guaranty fees associated with the Kayne Guaranty will convert into common units immediately preceding the consummation of the merger. The Kayne Investors will be subject to an agreed-upon lock-up period after which they will have freely tradable shares of Santa Maria Energy Corporation common stock.

• Each of the officers of Santa Maria Energy, including David Pratt and Ramon Elias who are also Santa Maria Energy managers, participate in Santa Maria Energy’s Incentive Compensation Plan (“ICP”). The ICP provides for the annual payment of cash bonuses to the extent Santa Maria Energy meets established performance criteria. It is likely that as a result of the merger, the performance criteria for 2013 will be met and cash payments will be made to Santa Maria Energy officers according to the terms of the ICP. The ICP payments payable to all officers could range from approximately $0 to $580,000.

• If the merger is consummated, Messrs. Yates, Iverson and Powell will be appointed to serve on the board of directors of Santa Maria Energy Corporation and will be entitled to compensation payable to non-employee directors of Santa Maria Energy Corporation. It is anticipated that non-employee directors of Santa Maria Energy Corporation will receive a combination of cash and equity-based awards as annual compensation for service on the board of directors of Santa Maria Energy Corporation and any of its committees. Directors will also be reimbursed for out-of-pocket expenses incurred in connection with their duties as directors.

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Appraisal or Dissenters Rights

So long as shares of Santa Maria Energy Corporation common stock become approved for listing on the NASDAQ, no appraisal or dissenters rights will be available under the DGCL to the stockholders of Hyde Park in connection with the merger proposal. No appraisal or dissenters rights are available under the DLLCA or the limited liability company agreement of Santa Maria Energy for the unitholders of Santa Maria Energy in connection with the merger proposal.

If the Santa Maria Energy Corporation common stock is not approved for listing on the NASDAQ, holders of Hyde Park common stock who do not vote in favor of the proposal to adopt the Merger Agreement and the transactions contemplated by the Merger Agreement and who otherwise comply with the applicable statutory procedures of Section 262 of the DGCL will have the right to have the fair value of their shares of Hyde Park common stock at the effective time of the merger (exclusive of any element of value arising from the accomplishment or expectation of the merger) determined by the Court of Chancery of the State of Delaware (the “Court of Chancery”) and to receive payment based upon that valuation, together with a fair rate of interest, in lieu of the Hyde Park Merger Consideration.

The following is intended as a brief summary of the material provisions of Section 262 of the DGCL required to be followed by a Hyde Park stockholder in order to perfect appraisal rights. This summary, however, is not a complete statement of law pertaining to appraisal rights under Section 262 of the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL, which is attached as Annex D to this joint proxy statement/prospectus. The perfection and exercise of appraisal right requires strict and timely adherence to the applicable provisions of the DGCL. Failure to follow the requirements of Section 262 of the DGCL for perfecting appraisal rights may result in the loss of such rights. All references in this summary to a “stockholder” are to the record holder of Hyde Park common stock on the record date for the Hyde Park special meeting unless otherwise indicated.

If a stockholder wishes to consider exercising his or her appraisal rights, they should carefully review the text of Section 262 of the DGCL contained in Annex D hereto carefully and should consult a legal advisor since failure to timely and properly comply with the requirements of Section 262 of the DGCL may result in the loss of appraisal rights under the DGCL. All demands for appraisal must be received prior to the vote on the proposal to adopt the Merger Agreement at the Hyde Park special meeting and should be addressed to Hyde Park Acquisition Corp. II, 500 Fifth Avenue, 50^th floor, New York, New York 10110, Attention: Laurence S. Levy, and should be executed by, or on behalf of, the record holder of the shares of Hyde park common stock. Holders of Hyde Park common stock who desire to exercise their appraisal rights must not vote in favor of the proposal to adopt of the Merger Agreement and the transactions contemplated by the Merger Agreement and must continuously hold their shares of Hyde Park common stock through the effective date of the merger.

Under Section 262 of the DGCL, where a merger agreement relating to a proposed merger is to be submitted for adoption at a meeting of stockholders, as in the case of the Hyde Park special meeting, the corporation, not less than 20 days prior to such meeting, must notify each of its stockholders who was a stockholder on the record date for notice of such meeting with respect to shares for which appraisal rights are available, that appraisal rights are so available, and must include in each such notice a copy of Section 262 of the DGCL. This joint proxy statement/prospectus constitutes the notice required by Section 262 of the DGCL to the holders of Hyde Park common stock and a copy of Section 262 of the DGCL is attached to this joint proxy statement/prospectus as Annex D.

If a stockholder wishes to exercise appraisal rights, it must not vote for the proposal to adopt the Merger Agreement and must deliver to Hyde Park, before the vote on the proposal to adopt the Merger Agreement, a written demand for appraisal of his or her shares of Hyde Park common stock. If a proxy card is signed and returned that does not contain voting instructions or a proxy is submitted by telephone or through the Internet that does not contain voting instructions, the stockholder will effectively waive his or her appraisal rights because such shares represented by the proxy will, unless the proxy is revoked, be voted in favor of the proposal to adopt

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the Merger Agreement. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must either vote against the proposal to adopt the Merger Agreement or abstain from voting on the proposal to adopt the Merger Agreement. However, neither voting against the proposal to adopt the Merger Agreement, nor abstaining from voting or failing to vote on the proposal to adopt the Merger Agreement, will in and of itself constitute a written demand for appraisal satisfying the requirements of Section 262 of the DGCL.

A demand for appraisal will be sufficient if it reasonably informs Hyde Park of the identity of the stockholder and that such stockholder intends thereby to demand appraisal of such stockholder’s shares of common stock in connection with the Merger Agreement. This written demand for appraisal must be separate from any proxy or vote abstaining from or voting against the proposal to adopt the Merger Agreement. If a stockholder wishes to exercise appraisal rights, it must be the record holder of such shares of Hyde Park common stock on the date the written demand for appraisal is made and must continue to hold such shares of record through the effective date of the merger. Accordingly, a stockholder who is the record holder of shares of common stock on the date the written demand for appraisal is made, but who thereafter transfers such shares prior to the effective date of the merger, will lose any right to appraisal in respect of such shares.

Only a holder of record of shares of Hyde Park common stock on the date a demand for appraisal is made is entitled to assert appraisal rights for such shares of common stock registered in that holder’s name. To be effective, a demand for appraisal by a stockholder must be made by, or on behalf of, a stockholder of record on such date. The demand should set forth, fully and correctly, the stockholder’s name as it appears, with respect to shares evidenced by certificates, on his or her stock certificate, or, with respect to book-entry shares, on the stock ledger. Beneficial owners who do not also hold their Hyde Park shares of record may not directly make appraisal demands to Hyde Park. The beneficial holder must, in such cases, have the owner of record, such as a broker, bank or other nominee, submit the required demand in respect of those shares of Hyde Park common stock. If shares of Hyde Park common stock are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of a demand for appraisal should be made by or for the fiduciary; and if the shares of Hyde Park common stock are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be executed by or for all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner or owners and expressly disclose the fact that, in executing the demand, he or she is acting as agent for the record owner. A record owner, such as a broker, who holds shares of Hyde Park common stock as a nominee for others, may exercise his or her right of appraisal with respect to the shares of Hyde Park common stock held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares of Hyde Park common stock as to which appraisal is sought. Where no number of shares of Hyde Park common stock is expressly mentioned, the demand will be presumed to cover all shares of Hyde Park common stock held in the name of the record owner.

If a stockholder holds its shares of Hyde Park common stock in a brokerage account or in other nominee form and wishes to exercise appraisal rights, it should consult with his broker or the other nominee to determine the appropriate procedures for the making of a demand for appraisal by the nominee.

If a stockholder who demands appraisal under Delaware law withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal, in any case pursuant to the DGCL, each share of Hyde Park common stock held by such stockholder will be deemed to have been converted, as of the effective time of the merger, into the right to receive the Hyde Park Merger Consideration. A stockholder may withdraw his or her demand for appraisal and agree to accept the Hyde Park Merger Consideration by delivering to Hyde Park a written withdrawal of his or her demand for appraisal and acceptance of the Hyde Park Merger Consideration within 60 days after the effective date of the merger (or thereafter with the consent of the surviving entity). Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery will be dismissed as to any stockholder without the approval of the Court of Chancery, and such approval may be conditioned upon such terms as the Court of Chancery deems just; provided, however, that any stockholder who has not commenced an

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appraisal action or joined that proceeding as a named party may withdraw his or her demand for appraisal and agree to accept the Hyde Park Merger Consideration offered within 60 days after the effective date.

Within 10 days after the effective date, the surviving entity will notify each stockholder who properly asserted appraisal rights under Section 262 of the DGCL and has not voted in favor of the proposal to adopt the Merger Agreement of the effective date of the merger. Within 120 days after the effective date, but not thereafter, either the surviving entity, or any stockholder who has complied with the requirements of Section 262 of the DGCL and who is otherwise entitled to appraisal rights, may file a petition in the Court of Chancery demanding a determination of the fair value of the shares of Hyde Park common stock held by all stockholders entitled to appraisal. A person who is the beneficial owner of shares of Hyde Park common stock held in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file the petition described in the previous sentence. Upon the filing of the petition by a stockholder, service of a copy of such petition must be made upon the surviving entity. The surviving entity of the merger does not have an obligation to file such a petition in the event there are dissenting stockholders. Accordingly, the failure of a stockholder to file such a petition within the period specified could nullify the stockholder’s previous written demand for appraisal. Santa Maria Energy Corporation has no present intent to cause an appraisal petition to be filed, and stockholders seeking to exercise appraisal rights should not assume that Santa Maria Energy Corporation will file such a petition or that it will initiate any negotiations with respect to the fair value of such shares of Hyde Park common stock. Accordingly, stockholders who desire to have their shares of Hyde Park common stock appraised should initiate any petitions necessary for the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 262 of the DGCL.

The costs of the appraisal action may be determined by the Court of Chancery and made payable by the parties as the Court of Chancery deems equitable. The Court of Chancery also may order that all or a portion of the expenses incurred by any stockholder in connection with an appraisal, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts utilized in the appraisal proceeding, be charged pro rata against the value of all of the shares entitled to appraisal.

If a petition for appraisal is duly filed by a stockholder and a copy of the petition is delivered to the surviving entity of the merger, such surviving entity will then be obligated, within 20 days after receiving service of a copy of the petition, to provide the Court of Chancery with a duly verified list containing the names and addresses of all stockholders who have demanded an appraisal of their shares of Hyde Park common stock and with whom agreements as to the value of their shares of Hyde Park common stock have not been reached by the surviving entity. After notice to dissenting stockholders who demanded appraisal of their shares of Hyde Park common stock, the Court of Chancery is empowered to conduct a hearing upon the petition, and to determine those stockholders who have complied with Section 262 of the DGCL and who have become entitled to the appraisal rights provided thereby. The Court of Chancery may require the stockholders who have demanded appraisal for their shares of Hyde Park common stock to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with that direction, the Court of Chancery may dismiss the proceedings as to that stockholder.

Within 120 days after the effective date, any stockholder (including any beneficial owner of shares entitled to appraisal rights) that has complied with the requirements for exercise of appraisal rights will be entitled, upon written request, to receive from the surviving entity a statement setting forth the aggregate number of shares of Hyde Park common stock not voted in favor of the adoption of the Merger Agreement and with respect to which demands for appraisal have been timely received and the aggregate number of holders of those shares. These statements must be mailed to the stockholder within 10 days after a written request by such stockholder for the information has been received by the surviving entity, or within 10 days after expiration of the period for delivery of demands for appraisal under Section 262 of the DGCL, whichever is later.

After determination of the stockholders entitled to appraisal of their shares of Hyde Park common stock, the Court of Chancery will appraise the shares of Hyde Park common stock, determining their fair value exclusive of

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any element of value arising from the accomplishment or expectation of the merger, together with interest, if any. Unless the Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective date through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment. When the value is determined, the Court of Chancery will direct the payment of such value, with interest thereon accrued during the pendency of the proceeding, if the Court of Chancery so determines, to the stockholders entitled to receive the same, upon surrender by such stockholders of their certificated and book-entry shares.

In determining the fair value of the shares of Hyde Park common stock, the Court of Chancery is required to take into account all relevant factors. Accordingly, such determination could be based upon considerations other than, or in addition to, the market value of the shares of Hyde Park common stock, including, among other things, asset values and earning capacity. In Weinberger v. UOP, Inc., the Delaware Supreme Court stated, among other things, that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered in an appraisal proceeding. The surviving entity of the merger may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the shares of Hyde Park common stock is less than the merger consideration. Therefore, the value so determined in any appraisal proceeding could be the same as, or more or less than, the merger consideration.

Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 of the DGCL to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.” In view of the complexity of Section 262 of the DGCL, stockholders who may wish to pursue appraisal rights should consult their legal advisors.

Any stockholder who has duly demanded and perfected an appraisal in compliance with Section 262 of the DGCL will not, after the effective date of the merger, be entitled to vote his or her shares for any purpose or be entitled to the payment of dividends or other distributions thereon, except dividends or other distributions payable to holders of record of shares of Hyde Park common stock as of a date prior to the effective date of the merger.

If any stockholder desires to exercise its appraisal rights, it must not vote for the adoption of the Merger Agreement and must strictly comply with the procedures set forth in Section 262 of the DGCL. Failure to take any required step in connection with the exercise of appraisal rights will result in the termination or waiver of such rights.

Accounting Treatment of the Merger

The merger will be accounted for as a “reverse merger” and recapitalization since immediately following the consummation of the merger, the unitholders of Santa Maria Energy immediately prior to the merger will have effective control of Santa Maria Energy Corporation through their approximate 61.4% stockholder interest in the post-merger company, assuming no share conversion (71.5% in the event of maximum share conversion). In addition, Santa Maria Energy unitholders will maintain effective control of the post-merger company through control of the Santa Maria Energy Corporation board of directors by maintaining four of the seven board seats for an expected term ranging from one to three years. Additionally, all of Santa Maria Energy’s senior executives will serve as officers of Santa Maria Energy Corporation after the consummation of the merger. For accounting purposes, Santa Maria Energy will be deemed to be the accounting acquirer in the merger and, consequently, the merger will be treated as a recapitalization of Santa Maria Energy. Accordingly, Santa Maria Energy’s assets,

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liabilities and results of operations will become the historical financial statements of Santa Maria Energy Corporation, and Hyde Park’s assets, liabilities and results of operations will become consolidated with Santa Maria Energy effective as of the closing date of the merger. No step-up in basis or intangible assets will be recorded in this transaction. All direct costs of the merger will be charged to operations in the period that such costs are incurred.

Public Trading Markets

Hyde Park and Santa Maria Energy have agreed to use their reasonable efforts to cause the shares of Santa Maria Energy Corporation common stock to be issued in connection with the merger and to be listed on the NASDAQ. Santa Maria Energy Corporation intends to apply to lists its common stock, effective following the merger, on the NASDAQ under the symbol “SMEC.”

Hyde Park common stock is listed and trades on the NASDAQ under the symbol “HPAC.” If the merger is consummated, Hyde Park will seek to delist its common stock from NASDAQ and cease to be publicly traded.

Regulatory Matters

The merger and the transactions contemplated by the Merger Agreement are not subject to any federal, state or provincial regulatory requirement or approval.

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MERGER AGREEMENT

The following describes certain aspects of the transactions, including material provisions of the Merger Agreement. The following description of the Merger Agreement is subject to, and qualified in its entirety by reference to, the composite Merger Agreement, which incorporates the amendment to the Merger Agreement into the text of the initial Merger Agreement, and which is attached to this document as Annex A and is incorporated by reference in this joint proxy statement/prospectus. We urge you to read the Merger Agreement carefully and in its entirety, as it is the legal document governing the merger.

The Merger

The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the DGCL and the DLLCA, Hyde Park and Santa Maria Energy will combine under a newly formed holding company, Santa Maria Energy Corporation, in a series of transactions:

• first, HPAC Merger Sub will be merged with and into Hyde Park, with Hyde Park surviving as a direct, wholly-owned subsidiary of Santa Maria Energy Corporation (which is referred to herein as the “Hyde Park Merger”);

• second, substantially concurrently with the Hyde Park Merger, SME Merger Sub will be merged with and into Santa Maria Energy, with Santa Maria Energy surviving as a direct, wholly-owned subsidiary of Santa Maria Energy Corporation (which is referred to herein as the “Santa Maria Energy Merger”); and

• third, Santa Maria Energy Corporation will contribute all of the issued and outstanding limited liability company interests in Santa Maria Energy to the capital of Hyde Park, following which Santa Maria Energy will be a direct, wholly-owned subsidiary of Hyde Park (which is referred to herein as the “SME Contribution”).

Closing and Effective Time of the Merger

Unless otherwise mutually agreed to by Santa Maria Energy and Hyde Park, the closing of the merger will take place on a date to be specified by the parties to the Merger Agreement, which may be no later than the third business day following the day on which the last of the conditions to consummate the transactions contemplated by the Merger Agreement (described under “—Conditions to Complete the Merger”) have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the closing of the merger, but subject to the satisfaction or waiver of those conditions).

Assuming timely satisfaction of the necessary closing conditions, the closing of the merger is expected to occur prior to May 1, 2014. The Hyde Park Merger will become effective upon Hyde Park filing a certificate of merger with the Secretary of State of the State of Delaware (the “Hyde Park Effective Time”) and, substantially concurrently therewith, the Santa Maria Energy Merger will become effective upon Santa Maria Energy filing a certificate of merger with the Secretary of State of the State of Delaware (the “Santa Maria Energy Effective Time” and, together with the Hyde Park Effective Time, the “effective time”) (or, with respect to each of the Hyde Park Merger and the Santa Maria Energy Merger, at such later time as Hyde Park and Santa Maria Energy may agree and specify in the respective certificate of merger). Immediately following the effective time of the merger, the SME Contribution will be completed.

Effect of Hyde Park Merger on Capital Stock of Hyde Park, HPAC Merger Sub and Santa Maria Energy Corporation

In connection with the Hyde Park Merger, at the Hyde Park Effective Time:

• each share of Hyde Park common stock issued and outstanding immediately prior to the Hyde Park Effective Time (other than shares of Hyde Park stockholders who voted against the merger and who

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properly exercised their appraisal rights (to the extent appraisal rights are available) for such shares (the “HP Dissenting Shares”) and the HP Conversion Shares described below) will be converted into one share of Santa Maria Energy Corporation common stock;

• all shares of Hyde Park common stock that are held by Hyde Park as treasury stock or that are owned by Hyde Park, HPAC Merger Sub or any other wholly-owned subsidiary of Hyde Park immediately prior to the Hyde Park Effective Time will cease to be outstanding and will be cancelled and will cease to exist, and no consideration will be delivered in exchange therefor;

• each share of HPAC Merger Sub common stock issued and outstanding immediately prior to the Hyde Park Effective Time will be converted into one share of Hyde Park common stock; and

• each share of Santa Maria Energy Corporation common stock that is held by Hyde Park immediately prior to the effective time will cease to be outstanding and will be cancelled and will cease to exist, and no consideration will be delivered in exchange therefor.

Effect of Hyde Park Merger on HP Conversion Shares

Hyde Park common stock that is subject to a valid demand for conversion in accordance with Hyde Park’s certificate of incorporation and this joint proxy statement/prospectus (the “HP Conversion Shares”) will not be converted into or represent the right to receive shares of Santa Maria Energy Corporation common stock, and such HP Conversion Shares will represent the right to receive payment of their pro rata portion of Hyde Park’s trust account (described below) in accordance with Hyde Park’s certificate of incorporation from and after the effective time.

In connection with the transactions contemplated by the Merger Agreement, Hyde Park will maintain no less than $78,750,000 (less payments to stockholders of Hyde Park who have validly exercised their right to receive payment of HP Conversion Shares pursuant to the paragraph above) invested in its trust account at Morgan Stanley Smith Barney. Upon consummation of the merger, the funds held in Hyde Park’s trust account will be released to Hyde Park and will be used to pay the holders of the IPO shares who exercise conversion rights and to pay expenses incurred in connection with the merger, and will otherwise be available for Santa Maria Energy Corporation’s general corporate purposes. The amount of any aggregate deferred commissions paid to the underwriters of Hyde Park’s initial public offering will be reduced by the amount of any deferred commission earned on shares which are converted in connection with the merger.

Effect of Santa Maria Merger on Santa Maria Energy Units and Membership Interests in SME Merger Sub

In connection with the Santa Maria Energy Merger, at the Santa Maria Energy Effective Time:

• each Santa Maria Energy preferred unit issued and outstanding immediately prior to the Santa Maria Energy Effective Time will be converted into one share of Santa Maria Energy Corporation preferred stock. In addition, immediately prior to the Santa Maria Energy Effective Time (i) all accrued and unpaid distributions on outstanding Santa Maria Energy preferred units shall be converted into a maximum of 5,599,212 Santa Maria Energy common units to be held by the Kayne Investors on a pro rata basis and (ii) the fee owed by Santa Maria Energy to the Kayne Investors as consideration for the Kayne Guaranty shall be converted into 500,000 Santa Maria Energy common units to be held by the Kayne Investors on a pro rata basis;

• each Santa Maria Energy common unit issued and outstanding immediately prior to the Santa Maria Energy Effective Time (including all Santa Maria Energy common units awarded to the Kayne Investors pursuant to the immediately preceding bullet point) will be converted into a number of shares of Santa Maria Energy Corporation common stock equal to 0.2857 (the “Exchange Ratio”);

• all Santa Maria Energy units that are owned by Santa Maria Energy, SME Merger Sub or any wholly owned subsidiary of Santa Maria Energy immediately prior to the Santa Maria Energy Effective Time will automatically be canceled, and no Santa Maria Energy Corporation common stock or other consideration will be delivered or deliverable in exchange therefor;

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• each Santa Maria Energy profits interest unit that is outstanding immediately prior to the Santa Maria Energy Effective Time will automatically terminate and be canceled, and no Santa Maria Energy Corporation common stock or other consideration will be delivered or deliverable in exchange therefor;

• each common limited liability company interest of SME Merger Sub will be converted into one common limited liability company interest of Santa Maria Energy; and

• all shares of Santa Maria Energy Corporation common stock that are held by Santa Maria Energy immediately prior to the effective time will cease to be outstanding and will be cancelled and will cease to exist, and no consideration will be delivered in exchange therefor.

Effect of Santa Maria Merger on Santa Maria Energy Phantom Equity Plan

At the Santa Maria Energy Effective Time, each award of Santa Maria Energy Phantom Equity Units granted under the Santa Maria Energy Phantom Equity Plan that is outstanding immediately prior to the Santa Maria Energy Effective Time will vest in full and will be terminated and canceled and converted into the right to receive an amount in cash equal to the product obtained by multiplying (i) the number of Santa Maria Energy Phantom Equity Units subject to such award immediately prior to the Santa Maria Energy Effective Time, and (ii) the Fair Market Value of a Membership Unit (each as defined in the Santa Maria Energy Phantom Equity Plan and which will include an adjustment for the repayment of $50,000,000 of capital invested in Santa Maria Energy) as of immediately prior to the Santa Maria Energy Effective Time (the “Santa Maria Energy Phantom Equity Consideration”). For purposes of the Santa Maria Energy Phantom Unit Plan, one Membership Unit corresponds to 0.01% of the fair market value of Santa Maria Energy as determined by its board of managers. Santa Maria Energy will pay the Santa Maria Energy Phantom Equity Consideration, less any applicable withholding taxes, to each former holder of a canceled Santa Maria Energy Phantom Equity Unit at or promptly following the Santa Maria Energy Effective Time (but in no event more than ten (10) business days following the Santa Maria Energy Effective Time). The payment of the Santa Maria Energy Phantom Equity Consideration will be in full satisfaction of all rights and privileges pertaining to the canceled Santa Maria Energy Phantom Equity Units, and on and after the Santa Maria Energy Effective Time, each holder of a Santa Maria Energy Phantom Equity Unit will have no further rights with respect to any Santa Maria Energy Phantom Equity Unit, other than the right to receive the Santa Maria Energy Phantom Equity Consideration.

Not later than immediately prior to the Santa Maria Energy Effective Time, Santa Maria Energy will terminate the Santa Maria Energy Phantom Equity Plan.

Procedures for Converting Shares of Hyde Park into Hyde Park Merger Consideration and Santa Maria Energy Units into Santa Maria Energy Merger Consideration

Exchange Agent

Prior to the effective time, Santa Maria Energy Corporation will deposit with a nationally recognized financial institution or trust company to act as exchange agent (the “exchange agent”) (i) the aggregate number of shares of Santa Maria Energy Corporation common stock necessary to satisfy the aggregate Hyde Park Merger Consideration payable in the Hyde Park Merger and (ii) the aggregate number of shares of Santa Maria Energy Corporation common stock and preferred stock to satisfy the aggregate Santa Maria Energy Merger Consideration payable in the Santa Maria Energy Merger. Santa Maria Energy Corporation will cause the exchange agent to deliver the shares of Santa Maria Energy Corporation common stock or preferred stock, as applicable, contemplated to be issued pursuant to the Merger Agreement out of the exchange fund.

Letter of Transmittal and Instructions

As soon as reasonably practicable following the effective time of the Hyde Park Merger, the exchange agent will send transmittal materials, which will include the appropriate form of letter of transmittal, to holders of record of shares of Hyde Park common stock (other than holders of HP Dissenting Shares and HP Conversion Shares). Such transmittal materials will be accompanied by instructions on how to effect the surrender of

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certificates representing Hyde Park common stock in exchange for Hyde Park Merger Consideration. Any holder of shares of Hyde Park common stock in book-entry form will not be required to deliver a certificate or an executed letter of transmittal to the exchange agent to receive the Hyde Park Merger Consideration that such holder is entitled to receive pursuant to the Merger Agreement.

After the effective time of the Hyde Park Merger, when a holder of shares of Hyde Park common stock in certificated form surrenders its Hyde Park certificate and delivers a properly executed letter of transmittal and any other documents as may reasonably be required by the exchange agent, such holder will be entitled to receive, and the exchange agent will be required to deliver to such holder, the number of shares of Santa Maria Energy Corporation common stock that such holder is entitled to receive as a result of the Hyde Park Merger. Any holder of shares of Hyde Park common stock in book-entry form will not be required to deliver a Hyde Park certificate or an executed letter of transmittal to the exchange agent to receive the Hyde Park Merger Consideration that such holder is entitled to receive. In lieu thereof, each holder of record of one or more Hyde Park book-entry shares whose shares of Hyde Park common stock were converted into the right to receive the Hyde Park Merger Consideration will automatically upon the Hyde Park Effective Time be entitled to receive, and Santa Maria Energy Corporation will cause the exchange agent to pay and deliver as promptly as practicable after the Hyde Park Effective Time, in respect of each share of Hyde Park common stock the number of whole shares of Santa Maria Energy Corporation common stock.

After the effective time of the Santa Maria Energy Merger, Santa Maria Energy Corporation will cause the exchange agent to deliver, as promptly as practicable after the Santa Maria Energy Effective Time, in respect of each Santa Maria Energy unit, the shares of Santa Maria Energy Corporation preferred stock or Santa Maria Energy Corporation common stock, as applicable, representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to the Santa Maria Energy Merger.

No interest will be paid or accrued on any amount payable upon cancellation of shares of Hyde Park common stock or Santa Maria Energy units. The shares of Santa Maria Energy Corporation common stock and preferred stock, as applicable, issued and paid in accordance with the Merger Agreement upon conversion of the shares of Hyde Park common stock and Santa Maria Energy units will be deemed to have been issued and paid in full satisfaction of all rights pertaining to the shares of Hyde Park common stock and Santa Maria Energy units. In the event of a transfer of ownership of any shares of Hyde Park common stock or Santa Maria Energy units that is not registered in the transfer records of Hyde Park or Santa Maria Energy, respectively, the proper number of shares of Santa Maria Energy Corporation common stock and preferred stock, as applicable, may be transferred by the exchange agent to such transferee if (i) regarding Hyde Park certificates, the certificate is properly endorsed or otherwise in proper form of transfer, or (ii) regarding book-entry interests representing the shares of Hyde Park common stock or Santa Maria Energy units, written instructions authorizing the transfer of such book-entry interests are presented to the exchange agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid.

If any portion of the Hyde Park Merger Consideration or Santa Maria Energy Merger Consideration is to be delivered to a person or entity other than the holder in whose name any book-entry interests are registered, it will be a condition of such exchange that the person or entity requesting the delivery pays any transfer or other similar taxes required by reason of the transfer of the shares of Santa Maria Energy Corporation common stock or preferred stock, as applicable, to a person or entity other than the registered holder of any book-entry interest representing shares of Hyde Park common stock or Santa Maria Energy units, or will establish to the satisfaction of Santa Maria Energy Corporation or the exchange agent that the tax has been paid or is not applicable. The shares of Santa Maria Energy Corporation common stock or preferred stock constituting the Hyde Park Merger Consideration and Santa Maria Energy Merger Consideration will be in uncertificated book-entry form, unless a physical certificate is requested by such holder of record, such shares are the subject of a lock-up agreement or lock-up provisions in Santa Maria Energy Corporation’s certificate of incorporation or such shares constitute restricted securities or control securities under the Securities Act.

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Withholding

Santa Maria Energy Corporation will be entitled to deduct and withhold from the consideration otherwise payable to any holder of Hyde Park common stock or any holder of Santa Maria Energy units pursuant to the Merger Agreement such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Internal Revenue Code, or under any provision of state, local or foreign tax law. To the extent that amounts are so withheld and paid over to the appropriate taxing authority, Santa Maria Energy Corporation will be treated as though it withheld an appropriate amount of the type of consideration otherwise payable pursuant to the Merger Agreement to any such holder, sold such consideration for an amount of cash equal to the fair market value of such consideration at the time of such deemed sale and paid such cash proceeds to the appropriate taxing authority.

No Fractional Shares

No certificates or scrip representing fractional shares of Santa Maria Energy Corporation common stock will be issued in the merger, but in lieu thereof, the number of shares of Santa Maria Energy Corporation common stock to be delivered to each holder of Santa Maria Energy common units will be rounded up to the nearest whole share.

Certain Adjustments

If, between the date of the Merger Agreement and the closing date, the outstanding Santa Maria Energy common units or Santa Maria Energy Corporation common stock changes into a different number of shares or units or a different class by reason of any dividend, distribution, subdivision, reorganization, reclassification, redemption, recapitalization, stock split, reverse stock split, combination or exchange of shares, or any similar event shall have occurred, then the Santa Maria Energy Merger Consideration and the Exchange Ratio and any other similarly dependent items, as the case may be, shall be equitably adjusted, without duplication, to proportionally reflect such change.

Termination of Exchange Fund

Any portion of the merger consideration deposited with the exchange agent that remains undistributed to the holders of Hyde Park common stock for 180 days after the Hyde Park Effective Time will be delivered to Santa Maria Energy Corporation, upon demand, and any holder of Hyde Park common stock who has not complied with the exchange procedures described above and set forth in the Merger Agreement will be required to seek any Hyde Park Merger Consideration to which such stockholder is entitled from Santa Maria Energy Corporation (subject to abandoned property, escheat or other similar laws) for satisfaction of its claim for the Hyde Park Merger Consideration and any dividends and distributions which such holder has the right to receive with respect to such Hyde Park Merger Consideration. However, any portion of the Hyde Park Merger Consideration that remains undistributed to the holders of Hyde Park stock certificates as of the second anniversary of the effective time (or immediately prior to such earlier date on which the Hyde Park Merger Consideration or such cash would otherwise escheat to or become the property of any governmental authority) will, to the extent permitted by applicable law, become the property of Hyde Park, free and clear of all claims or interests of any person.

Private Equity Financing

Prior to the filing of this joint proxy statement/prospectus, Santa Maria Energy Corporation commenced a private placement of securities (the “Private Equity Financing”) pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 promulgated thereunder. Pursuant to the Merger Agreement, the proceeds from the Private Equity Financing, when combined with the cash held in Hyde Park’s trust account after giving effect to the exercise of conversion rights by Hyde Park stockholders will not exceed $150 million. To the extent that the Private Equity Financing is other than a sale of Santa Maria Energy

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Corporation common stock at $10.50 or more per share, such Private Equity Financing will require the prior consent of Hyde Park. The Private Equity Financing is contingent upon the consummation of the merger, but the merger is not contingent upon completion of the Private Equity Financing. Information in this joint proxy statement/prospectus is neither an offer to sell nor a solicitation of an offer to buy shares in the Private Equity Financing. The shares sold in the Private Equity Financing will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

Registration Rights

Pursuant to the terms of the Merger Agreement, Santa Maria Energy Corporation, the Kayne Investors and Hyde Park’s sponsors will enter into a registration rights agreement, or the Registration Rights Agreement. The following summary of the Registration Rights Agreement is qualified by reference to the complete text of a form of the Registration Rights Agreement, a copy of which is attached as an exhibit to the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part and is incorporated herein by reference. Pursuant to the Registration Rights Agreement, any time after the closing date of the merger, Hyde Park’s sponsors or the Kayne Investors holding registrable securities representing more than 5% or more of the outstanding securities of Santa Maria Energy Corporation may make a written demand for registration of the resale (in an underwritten offering or otherwise, as determined by such holders) of all or part of such securities on such form of registration statement as the offering shall be eligible and as such holders may demand. In addition, these security holders have “piggy-back” registration rights to include their registrable securities in other registration statements filed by Santa Maria Energy Corporation. Separate and apart from such demand registration rights, if Santa Maria Energy Corporation is eligible to file a short-form registration statement on Form S-3, holders may demand that Santa Maria Energy Corporation file a Form S-3 to register the resale of such registrable securities, provided that such holders propose to register at least $10 million of registrable securities pursuant to such Form S-3. If the shares of Santa Maria Energy Corporation preferred stock held by the Kayne Investors is not redeemed timely pursuant to the terms thereof, then at any time and from time to time after such preferred stock has been converted into shares of Santa Maria Energy Corporation common stock, the Kayne Investors may make up to three demands for registration of all or part of such converted shares of common stock (and any other shares of Santa Maria Energy Corporation common stock owned by the Kayne Investors). Santa Maria Energy Corporation will bear the costs of filing any registration statements.

Representations and Warranties

The Merger Agreement contains customary and, in many cases, reciprocal representations and warranties by Santa Maria Energy and Hyde Park that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement, in the disclosure letters delivered by Santa Maria Energy and Hyde Park to each other in connection with the Merger Agreement or, with respect to the representations and warranties by Hyde Park, in any form, document or report filed with or furnished to the SEC prior to the date of the Merger Agreement. The representations and warranties in the Merger Agreement do not survive the effective time or the termination of the Merger Agreement pursuant to its terms.

Each of Santa Maria Energy and Hyde Park has made representations and warranties to the other regarding, among other things:

• organization, good standing and qualification;

• subsidiaries;

• governing documents;

• capitalization;

• authority relative to execution, delivery and performance of the Merger Agreement and other transaction documents;

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• declaration of advisability of the Merger Agreement and the merger by the Santa Maria Energy board of managers and the Hyde Park board of directors, and approval of the Merger Agreement and the merger by the Santa Maria Energy board of managers and the Hyde Park board of directors;

• governmental authorizations, consents, orders, licenses, permits, approvals, registrations, declarations, notices or filings required for the consummation of the merger;

• absence of any loss, or suspension, limitation or impairment of any right of Santa Maria Energy or Hyde Park to own or use any assets required for the conduct of its business as a result of entering into and performing under the Merger Agreement;

• absence of violations of, or conflicts with, Santa Maria Energy’s and Hyde Park’s organizational documents, applicable law and certain agreements as a result of entering into and performing under the Merger Agreement;

• financial statements;

• absence of undisclosed liabilities;

• compliance with applicable laws and possession of necessary permits;

• compliance with environmental laws and regulations;

• employee benefit plans;

• employment and labor matters;

• absence of governmental investigations, legal proceedings and governmental orders;

• accuracy of information supplied for inclusion in this joint proxy statement/prospectus or any Offering Materials (as defined in the Merger Agreement);

• the Investment Company Act of 1940;

• tax matters;

• properties;

• insurance coverage;

• material contracts; and

• absence of any undisclosed broker’s or finder’s fees.

In addition, Santa Maria Energy has made other representations and warranties about itself to Hyde Park regarding:

• conduct of business in the ordinary course by Santa Maria Energy and its subsidiaries since January 1, 2013 and absence of any material adverse effect on Santa Maria Energy and its subsidiaries since January 1, 2013;

• intellectual property;

• the accuracy of information provided in connection with preparation of reserve reports and absence of changes in respect of matters addressed in reserve reports;

• absence of appraisal or dissenters rights by holders of Santa Maria Energy common units in connection with the transactions contemplated by the Merger Agreement; and

• absence of affiliate transactions.

Hyde Park has also made other representations and warranties about itself to Santa Maria Energy regarding:

• forms, documents and reports filed with the SEC;

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• disclosure controls and procedures and internal controls over financial reporting;

• the inapplicability of state takeover laws; and

• maintenance of funds in Hyde Park’s trust account.

The representations and warranties described above and included in the Merger Agreement were made by Santa Maria Energy, on one hand, and Hyde Park, on the other hand, to each other. These representations and warranties were made as of specific dates, may be subject to important qualifications and limitations agreed to by Santa Maria Energy and Hyde Park in connection with negotiating the terms of the Merger Agreement, and may have been included in the Merger Agreement for the purpose of allocating risk between Santa Maria Energy, on one hand, and Hyde Park, on the other hand, rather than to establish matters as facts.

Many of the representations and warranties contained in the Merger Agreement are qualified by a “material adverse effect” standard (that is, they will not be deemed untrue or incorrect unless their failure to be true or correct, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect). See “—Definition of Material Adverse Effect.” Certain of the representations and warranties are qualified by a general materiality standard or by a knowledge standard.

The composite Merger Agreement, which incorporates the amendment to the Merger Agreement into the text of the initial Merger Agreement, is included as Annex A to this joint proxy statement/prospectus and is included only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding Santa Maria Energy, Hyde Park or their respective businesses. Accordingly, the representations and warranties and other provisions of the Merger Agreement should not be read alone, but instead should be read only in conjunction with the information provided elsewhere in this document and in the documents incorporated by reference into this document. See “Where You Can Find More Information.”

Definition of Material Adverse Effect

A “material adverse effect” on Santa Maria Energy or Hyde Park, as applicable, means for purposes of the Merger Agreement an event, state of facts, circumstance, change, effect, development, occurrence or combination of the foregoing that has had, or would be reasonably likely to have, a material adverse effect on (A) the ability of Santa Maria Energy or Hyde Park, as applicable, to consummate the merger and the other transactions contemplated by the Merger Agreement in a timely manner or (B) the business, assets, liabilities, condition (financial or otherwise) or results of operations of Santa Maria Energy and its subsidiaries, taken as a whole, or Hyde Park, taken as a whole, as applicable, other than any event, change, effect, development or occurrence resulting from or arising out of:

(1) changes in general economic, financial or other capital market conditions (including prevailing interest rates);

(2) any changes or developments generally in the industries in which Santa Maria Energy or Hyde Park, as applicable, conducts its business;

(3) the announcement or the existence of, compliance with or performance under, the Merger Agreement or the transactions contemplated thereby (including the impact thereof on the relationships, contractual or otherwise, with employees, labor unions, customers, suppliers or partners, and including any lawsuit, action, order, permit or other proceeding with respect to the merger or any of the other transactions contemplated by the Merger Agreement);

(4) any taking of any action at the request of the other party to the agreement;

(5) with respect to a material adverse effect on Santa Maria Energy, any changes or developments in prices for oil, natural gas or other commodities or for Santa Maria Energy’s raw material inputs and end products;

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(6) any adoption, implementation, promulgation, repeal or modification following the date of the Merger Agreement of any rule, regulation, ordinance, order, permit, protocol or any other law of or by any national, regional, state or local governmental entity, or market administrator;

(7) any changes in GAAP or accounting standards;

(8) earthquakes, any weather-related event, natural disasters or outbreak or escalation of hostilities or acts of war or terrorism;

(9) any failure by Santa Maria Energy or Santa Maria Energy Corporation to meet any financial projections or forecasts or estimates of revenues, earnings or other financial metrics for any period (although the event, change, effect, development or occurrence underlying such failure may count as a material adverse effect on Santa Maria Energy if it does not otherwise meet an exception); or

(10) any changes in the share price or trading volume of the shares of Hyde Park common stock (although the event, change, effect, development or occurrence underlying such change may count as a material adverse effect on Hyde Park if it does not otherwise meet an exception).

Exceptions laid out in (1), (2), (5) (with respect to Santa Maria Energy), (7) and (8) may be considered to the extent disproportionately affecting Santa Maria Energy and its subsidiaries or Hyde Park, as applicable, in each case taken as a whole, relative to other similarly situated companies in their respective industries.

Covenants and Agreements

Each of Santa Maria Energy and Hyde Park has undertaken customary covenants that place restrictions on it until the effective time (or, if earlier, the Merger Agreement’s termination date).

Conduct of Business Pending the Merger

Santa Maria Energy has agreed, subject to certain exceptions in the Merger Agreement, to conduct its business in the ordinary course of business and to use commercially reasonable efforts to preserve intact its present lines of business, maintain its rights, franchises and permits and preserve its relationship with customers and suppliers. Santa Maria Energy has also agreed that, except as may be required by law, as set forth in the Merger Agreement or with Hyde Park’s consent, which consent may not be unreasonably conditioned, delayed or withheld, Santa Maria Energy will not, and will not permit any of its subsidiaries to, among other things, undertake the following actions:

• adopt any amendments to its certificate of formation or limited liability company agreement or similar applicable organizational documents;

• issue, sell, or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise) any units of any class or any other securities or equity equivalents or interests in Santa Maria Energy or any of its subsidiaries or any phantom interest for which the value is derived therefrom;

• authorize or make any distribution with respect to its members (whether in cash, assets, units or other securities of Santa Maria Energy or its subsidiaries);

• adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, or take any action with respect to any securities owned by such person that would reasonably be expected to prevent, materially impede or materially delay the consummation of the Santa Maria Energy Merger;

• make any acquisition of any other person, business or assets or make any loans, advances or capital contributions to, or investments in, any other person with a value in excess of $1 million in the

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aggregate, except (1) as contemplated by Santa Maria Energy’s five-year plan previously provided to Hyde Park or (2) as made in connection with any transaction among Santa Maria Energy and its wholly owned subsidiaries or among Santa Maria Energy’s wholly owned subsidiaries;

• sell, lease, license, transfer, exchange or swap, or otherwise dispose of or encumber any properties or non-cash assets with a value in excess of $1 million in the aggregate, except (1) sales, transfers and dispositions of obsolete or worthless equipment, (2) sales, transfers and dispositions of inventory, commodities and produced hydrocarbons, oil and refined products in the ordinary course of business, (3) sales, leases, transfers or other dispositions made in connection with any transaction among Santa Maria Energy and its wholly owned subsidiaries or among Santa Maria Energy’s wholly owned subsidiaries, (4) as required by contracts or other arrangements existing on the date of the Merger Agreement and set forth on the Santa Maria Energy disclosure letter delivered to Hyde Park, (5) the plugging and abandonment of wells in the ordinary course of business consistent with past practice, and (6) the expiration of any oil and natural gas lease in accordance with its terms (other than as a result of failure to pay rental, shut-in royalties or similar lease maintenance payments);

• authorize any capital expenditures in excess of $1 million in the aggregate, except for (1) expenditures contemplated by Santa Maria Energy’s five-year plan (whether or not such capital expenditure is made during the 2013 or 2014 fiscal year), or (2) expenditures made in response to any emergency, whether caused by war, terrorism, weather events, public health events, outages or otherwise;

• enter into any new contract to sell hydrocarbons other than in the ordinary course of business consistent with past practice;

• subject to certain exceptions set forth in the Merger Agreement, (1) establish, adopt, amend, modify, or terminate any collective bargaining agreement or other benefit plan (other than amendments or modifications that do not materially increase the cost or expense to Santa Maria Energy of providing or administering such benefits), or (2) increase the compensation, severance or benefits of any of the current or former directors, managers, or officers of Santa Maria Energy or its subsidiaries;

• materially change financial accounting policies or procedures or any of its methods of reporting income, deductions or other material items for financial accounting purposes, except as required by GAAP, SEC rule or policy or applicable law;

• issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of, any units in Santa Maria Energy, ownership interests of any subsidiary of Santa Maria Energy or any securities convertible into or exchangeable for any such shares or ownership interest, or any rights, warrants or options to acquire any such units in Santa Maria Energy or ownership interests or take any action to cause to be exercisable any otherwise unexercisable award under any existing benefit plans (except as otherwise provided by the terms of the Merger Agreement or the express terms of any unexercisable or unexercised awards or warrants outstanding on the date of the Merger Agreement), other than for transactions among Santa Maria Energy and its wholly owned subsidiaries or among Santa Maria Energy’s wholly owned subsidiaries;

• incur, assume, guarantee or otherwise become liable for any indebtedness for borrowed money or any guarantee of such indebtedness, except (1) for any indebtedness incurred in the ordinary course of business, (2) for any indebtedness among Santa Maria Energy and its wholly owned subsidiaries or among Santa Maria Energy’s wholly owned subsidiaries, (3) for any indebtedness incurred to replace, renew, extend, refinance or refund any existing indebtedness on substantially the same or more favorable terms to Santa Maria Energy than such existing indebtedness, (4) for any guarantees by Santa Maria Energy of indebtedness of subsidiaries of Santa Maria Energy or guarantees by Santa Maria Energy’s subsidiaries of indebtedness of Santa Maria Energy or any subsidiary of Santa Maria Energy, which indebtedness is incurred in compliance with the Merger Agreement and (5) incremental indebtedness not to exceed $10 million to the extent available to Santa Maria Energy under its existing credit facilities;

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• modify, amend or terminate, or waive any rights under any material contract or under any permit, or enter into any new contract which would be a material contract or which would reasonably be expected to, after the effective time, restrict or limit in any material respect Santa Maria Energy Corporation, Santa Maria Energy, Santa Maria Energy Corporation’s subsidiaries or any of their respective affiliates from engaging in any business or competing in any geographic location with any person;

• pay, discharge, or satisfy any claims, liabilities, or obligations (whether accrued, absolute, contingent, unliquidated, or otherwise, and whether asserted or unasserted) in excess of $1 million, other than the payment, discharge, or satisfaction in the ordinary course of business consistent with past practice;

• make, change or revoke any material tax election, change any material tax accounting method, file any amended tax return, enter into any closing agreement, request any tax ruling, settle or compromise any material tax proceeding, surrender any claim for a material refund of taxes or take any action, other than in the ordinary course of business, that would have a material tax effect;

• except as otherwise permitted by the Merger Agreement, prepay, redeem, repurchase, defease, cancel or otherwise acquire any indebtedness or guarantees thereof of Santa Maria Energy or any subsidiary, other than (1) at stated maturity and (2) any required amortization payments and mandatory prepayments (including mandatory prepayments arising from any change of control put rights to which holders of such indebtedness or guarantees thereof may be entitled), in each case in accordance with the terms of the instrument governing such indebtedness as in effect on the date of the Merger Agreement;

• enter into any affiliate transactions; and

• agree, in writing or otherwise, to take any of the actions prohibited by the preceding bullet points.

Hyde Park has agreed, subject to certain exceptions in the Merger Agreement, to conduct its business in the ordinary course of business. Hyde Park has also agreed that, except as may be required by law, as set forth in the Merger Agreement or with Santa Maria Energy’s consent, Hyde Park will not, and will not permit any of its subsidiaries to, among other things, undertake the following actions:

• adopt any amendments to its certificate of incorporation or bylaws;

• issue, sell, or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise) any shares of stock of any class or any other securities or equity equivalents in Hyde Park or any phantom interest for which the value is derived therefrom;

• split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock;

• declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, cancel or agree to cancel shares of its capital stock or repurchase, agree to repurchase or otherwise acquire or agree to acquire, directly or indirectly, any of its securities, other than in connection with the conversion to cash of conversion shares;

• enter into, terminate or materially modify any material contract;

• acquire by merger or consolidation with, or merge or consolidate with, or purchase substantially all of the equity interests or assets of, or otherwise acquire, any material business of any corporation, partnership, association or other business organization or division thereof;

• make or grant any bonus or any wage or salary increase to any employee or group of employees;

• make any loans or advances to, or guarantees for the benefit of, any person;

• create, incur or assume any indebtedness for borrowed money in excess of $500,000;

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• in any material respect amend or otherwise modify the trust agreement or any other agreement relating to its trust account;

• adopt or implement a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of Hyde Park;

• (1) establish, adopt or enter into any plan, program, agreement or arrangement providing compensation or benefits to officers, employees or other service providers of Hyde Park or any of its subsidiaries, (2) hire any employee or officer, or (3) increase the compensation, severance or benefits of any of the current or former directors, managers or officers of Hyde Park or any of its subsidiaries;

• issue or sell any debt securities or guarantee any debt securities of others;

• fail to timely file or furnish to or with the SEC all reports, schedules, forms, statements and other documents required to be filed or furnished;

• make, change or revoke any material tax election, change any material tax accounting method, file any amended tax return, enter into any closing agreement, request any tax ruling, settle or compromise any material tax proceeding, surrender any claim for a material refund of taxes or take any action, other than in the ordinary course of business, that would have a material tax effect; and

• agree, in writing or otherwise, to take any of the actions prohibited by the preceding bullet points.

The Merger Agreement is not intended to give Hyde Park, directly or indirectly, the right to control or direct Santa Maria Energy or its subsidiaries’ operations prior to the effective time, or to give Santa Maria Energy, directly or indirectly, the right to control or direct Hyde Park or its affiliates’ operations. Prior to the effective time, each of Santa Maria Energy and Hyde Park will exercise, consistent with the terms and conditions of the Merger Agreement, complete control and supervision over its and its subsidiaries’ respective operations.

No Solicitation

Under the terms of the Merger Agreement, except for with respect to the Private Equity Financing, Santa Maria Energy has agreed that it and its subsidiaries will not, and will cause their respective affiliates, employees, agents and representatives not to, directly or indirectly, solicit or enter into discussions or transactions with, or encourage, or provide any information to, any person (other than Hyde Park) concerning any merger, consolidation, dissolution, business combination, involving Santa Maria Energy or any of its subsidiaries, the sale of any assets of Santa Maria Energy or any of its subsidiaries (other than assets sold in the ordinary course of business), or the issuance and sale of any securities of, or units in, Santa Maria Energy or any of its subsidiaries, including any securities convertible into, or exchangeable or exercisable for, any equity securities of Santa Maria Energy or any of its subsidiaries.

In addition, Hyde Park has agreed that it will not, and will cause its affiliates, employees, agents and representatives not to, directly or indirectly, solicit or enter into discussions or transactions with, or encourage, or provide any information to, any person (other than Santa Maria Energy) concerning any business combination or similar transaction.

Access to Information

Under the terms of the Merger Agreement, except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Santa Maria Energy is subject, between the date of the Merger Agreement and the earlier of the effective time or the termination date of the Merger Agreement, subject to Hyde Park’s undertaking to use its commercially reasonable efforts to keep confidential and protect the trade secrets of Santa Maria Energy and its subsidiaries against any disclosure, Santa Maria Energy has agreed to permit, upon reasonable request, Hyde Park and its representatives reasonable access during normal business hours to its and its subsidiaries’ personnel and properties, contracts, commitments, books and records and any report, schedule or

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other document filed or received by it pursuant to the requirements of applicable Laws and with such additional accounting, financing, operating, environmental and other data and information regarding such party as the other party may reasonably request.

SEC Filings and Meetings

Under the terms of the Merger Agreement, each of Hyde Park and Santa Maria Energy have agreed to use its reasonable best efforts to have the registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part, declared effective under the Securities Act as promptly as reasonably practicable and to keep the Form S-4 effective as long as necessary to consummate the merger and the other transactions contemplated thereby. Each of Hyde Park and Santa Maria Energy have agreed to cause this joint proxy statement/prospectus to be mailed to its respective stockholders and unitholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Hyde Park and Santa Maria Energy will also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of shares of Santa Maria Energy Corporation common stock in the merger.

Each of Hyde Park and Santa Maria Energy has agreed, as promptly as reasonably practicable following the effective date of the Form S-4, to take all action necessary in accordance with applicable laws and its organizational documents to duly give notice of, convene and hold a meeting of its stockholders and unitholders, respectively, for the purpose of obtaining stockholder approval or unitholder approval, as applicable, of the Merger Agreement and the transactions contemplated thereby and not postpone or adjourn the meeting except to the extent required by applicable law or to solicit additional proxies and votes in favor of adoption of the Merger Agreement if sufficient votes to constitute stockholder approval or unitholder approval, as applicable, have not been obtained; provided, that, unless otherwise agreed by the parties, the meeting may not be postponed or adjourned to a date that is more than 20 days after the date for which the meeting was originally scheduled (excluding any adjournments or postponements required by applicable law). Each of Hyde Park and Santa Maria Energy will, through the board of directors of Hyde Park and the board of managers of Santa Maria Energy, respectively, recommend that its stockholders or unitholders, as applicable, adopt the Merger Agreement and will use reasonable best efforts to solicit from its stockholders or unitholders, as applicable, proxies in favor of the adoption of the Merger Agreement and to take all other action necessary or advisable to secure the vote or consent of its stockholders or unitholders, as applicable, required by applicable laws to obtain such approvals or, with respect to Hyde Park, the rules of NASDAQ. Santa Maria Energy will also take any required action to make any required filings and to pay all fees due in connection with the Private Equity Financing.

Regulatory Approvals; Reasonable Best Efforts

Under the terms of the Merger Agreement, the parties have agreed to use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable laws to consummate and make effective the merger including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the merger, (ii) the satisfaction of the conditions to consummating the merger, (iii) taking all reasonable actions necessary to obtain (and cooperating with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any third party, including any governmental entity required to be obtained or made by the parties or any of their respective subsidiaries in connection with the merger or the taking of any action contemplated by the Merger Agreement, and (iv) the execution and delivery of any additional instruments necessary to consummate the merger and to fully carry out the purposes of the Merger Agreement. Additionally, each of the parties has agreed to use its reasonable best efforts to fulfill all conditions precedent to the merger and not take any action after the date of the Merger Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any such governmental entity necessary to be obtained prior to closing. To the extent that transfers of any permits issued by any governmental entity are required as a result of the execution of the Merger Agreement or the consummation of the merger, the parties have agreed to use reasonable best efforts to effect such transfers.

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In addition, Hyde Park and Santa Maria Energy have each agreed to keep the other apprised of the status of matters relating to the consummation of the merger and work cooperatively in connection with obtaining all required consents, authorizations, orders or approvals of, or any exemptions by, any governmental entity undertaken pursuant to the provisions of the Merger Agreement. Each party has also agreed to consult with the other parties to the Merger Agreement with respect to, provide any necessary information with respect to (and, in the case of correspondence, provide the other parties (or their counsel) copies of), all filings made by such party with any governmental entity or any other information supplied by such party to, or correspondence with, a governmental entity in connection with the Merger Agreement and the merger.

Takeover Statutes

Each of Santa Maria Energy and Hyde Park have agreed to grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated by the Merger Agreement may be consummated as promptly as practicable on the terms contemplated by the Merger Agreement and otherwise act to eliminate or minimize the effects of any anti-takeover laws or regulations that may become, or purport to become, applicable to the transactions contemplated by the Merger Agreement.

Public Announcements

Under the terms of the Merger Agreement, Hyde Park and Santa Maria Energy have agreed to use reasonable best efforts to develop a joint communications plan, and each party has agreed to use reasonable best efforts to ensure that all press releases and other public statements with respect to the transactions contemplated by the Merger Agreement, to the extent they have not been previously issued or disclosed, will be consistent with such joint communications plan. Unless otherwise required by applicable law or by obligations pursuant to any listing agreement with or rules of any securities exchange, each party has agreed to consult with each other party before issuing any press release or public statement with respect to the merger and, subject to the requirements of applicable law or the rules of any securities exchange, to not issue any such press release or public statement prior to such consultation.

Indemnification and Insurance

The Merger Agreement provides that Santa Maria Energy Corporation will cause (including, without limitation, by paying premiums on the current insurance policies) to be maintained in effect for six years after the closing date of the merger the current policies of the directors’ and officers’ liability or equivalent insurance maintained by or on behalf of Hyde Park, Santa Maria Energy and its subsidiaries with respect to matters occurring prior to the closing. Under the terms of the Merger Agreement, Santa Maria Energy Corporation will indemnify each individual who served as a director, officer, manager or managing member of Santa Maria Energy and its subsidiaries at any time prior to the closing date from and against all actions, suits, proceedings, hearings, investigations, claims and similar matters including all court costs and reasonable attorney fees and expenses resulting from or arising out of, or caused by, the Merger Agreement or any of the transactions contemplated thereby.

No Claim Against the Trust Account

Pursuant to the Merger Agreement, Santa Maria Energy acknowledged that Hyde Park’s trust account has been established for the benefit of Hyde Park’s public stockholders. Santa Maria Energy further acknowledged that, in the event the merger is not consummated and Hyde Park does not complete another business combination before May 1, 2014, Hyde Park will be obligated to return to its stockholders the amounts being held in its trust account. Accordingly, Santa Maria Energy (on behalf of itself and its affiliates) waived any past, present or future claim of any kind against, and any right to access, the trust account, any trustee of the trust account and Hyde Park to collect from the trust account any monies that may be owed to them by Hyde Park or any of its affiliates for any reason whatsoever, and agreed that Santa Maria Energy will not seek recourse against the trust account at any time for any reason whatsoever.

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Proxy Solicitation

Under the terms of the Merger Agreement, Santa Maria Energy has agreed to provide, and will use commercially reasonable efforts to cause its representatives, legal and accounting advisors to provide, commercially reasonable cooperation requested by Hyde Park in connection with the solicitation of proxies from Hyde Park stockholders.

Miscellaneous

The Merger Agreement also contains covenants and agreements relating to the following:

• Hyde Park has agreed to give Santa Maria Energy the opportunity to participate in Hyde Park’s defense or settlement of any stockholder litigation against Hyde Park and/or its directors or executive officers relating to the transactions contemplated by the Merger Agreement, including the merger. In addition, Hyde Park has agreed that it will not settle or offer to settle any litigation commenced prior to or after the date of the Merger Agreement against Hyde Park or its directors, executive officers or similar persons by any stockholder of Hyde Park relating to the Merger Agreement, the merger, or any other transaction contemplated thereby unless such settlement will not result in: (i) the termination of the Merger Agreement, (ii) the parties not being able to operate in substantially the same manner after the effectives times as it is anticipated that they will operate under the terms of the Merger Agreement, (iii) a Hyde Park material adverse effect, or (iv) a payment of any amount in excess of $1 million, exclusive of any insurance proceeds.

• Each of the parties has agreed to take, or omit to take, any action that would, or could reasonably be expected to, prevent or impede the merger from qualifying as a contribution governed by Section 351 of the Internal Revenue Code.

• Santa Maria Energy Corporation has agreed to use its reasonable best efforts to cause its shares of common stock to be approved for listing on NASDAQ prior to the closing date of the merger.

• The parties have agreed to take all necessary corporate action to appoint the directors, managers and officers of Santa Maria Energy Corporation and its subsidiaries as set forth in the Merger Agreement.

• Santa Maria Energy Corporation agreed to enter into a registration rights agreement with the Kayne Investors and Hyde Park’s sponsors prior to the date on which this joint proxy statement/prospectus is first mailed to unitholders of Santa Maria Energy and stockholders of Hyde Park. See “—Registration Rights.”

Conditions to Complete the Merger

Conditions to Each Party’s Obligation to Effect the Merger

The respective obligations of each party to effect the merger are subject to the fulfillment (or waiver by all parties, to the extent permissible under applicable law) at or prior to the effective time of the following conditions:

• the approval of the Merger Agreement by the holders of a majority of Hyde Park’s IPO shares and a majority of all of the outstanding shares of Hyde Park common stock;

• the approval of the Merger Agreement by the members of Santa Maria Energy holding at least 29% of the outstanding Santa Maria Energy common units and a majority of the outstanding Santa Maria Energy preferred units;

• the absence of any injunction by any court or other tribunal of competent jurisdiction or any law that prohibits the consummation of the merger or any related transaction; and

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• the effectiveness of the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part; the absence of any no-stop order suspending the effectiveness of the Form S-4 and the absence of any proceedings for that purpose being initiated or threatened by the SEC.

Conditions to Santa Maria Energy’s Obligation to Effect the Santa Maria Energy Merger

The obligation of Santa Maria Energy to effect the Santa Maria Energy Merger is further subject to the fulfillment (or waiver by Santa Maria Energy) at or prior to the effective time of the following conditions:

• the truthfulness and correctness of the representations and warranties of Hyde Park in the Merger Agreement, subject to the materiality standard provided in the Merger Agreement;

• the performance and compliance by Hyde Park in all material respects of its obligations and covenants under the Merger Agreement;

• the receipt from Hyde Park of (1) an officer’s certificate certifying as to matters set forth in the Merger Agreement and (2) a true and correct copy of the notice delivered to the trustee of Hyde Park’s trust account required to terminate Hyde Park’s trust account and instructing the trustee to pay out the funds of Hyde Park’s trust account;

• the absence of a material adverse effect on Hyde Park;

• the receipt of a legal opinion with respect to certain U.S. federal income tax consequences of the transactions; and

• the availability of at least $40 million of cash held in Hyde Park’s trust account after giving effect to the exercise of conversion rights by holders of shares of Hyde Park common stock pursuant to the Hyde Park certificate of incorporation.

Conditions to Hyde Park’s Obligation to Effect the Hyde Park Merger

The obligation of Hyde Park to effect the Hyde Park Merger is further subject to the fulfillment (or the waiver by Hyde Park) at or prior to the effective time of the following conditions:

• the truthfulness and correctness of the representations and warranties of Santa Maria Energy in the Merger Agreement, subject to the materiality standard provided in the Merger Agreement;

• the performance and compliance by Santa Maria Energy in all material respects of its obligations and covenants under the Merger Agreement;

• the receipt from Santa Maria Energy of an officer’s certificate certifying as to matters set forth in the Merger Agreement;

• the absence of a material adverse effect on Santa Maria Energy; and

• the receipt of a legal opinion with respect to certain U.S. federal income tax consequences of the transactions.

Santa Maria Energy and Hyde Park cannot provide assurance as to when or if all of the conditions to the merger can or will be satisfied or waived by the appropriate party. As of the date of this joint proxy statement/prospectus, the parties have no reason to believe that any of these conditions will not be satisfied.

Termination of the Merger Agreement

The Merger Agreement may be terminated and abandoned at any time prior to the effective time, whether before or after the Hyde Park stockholder approval or Santa Maria Energy member approval have been obtained (except as otherwise provided below), by:

• mutual written consent of Hyde Park and Santa Maria Energy;

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• Hyde Park or Santa Maria Energy, if the merger will not have been completed on or prior to May 1, 2014 (the “End Date”), provided, however, that this right to terminate is not available to a party if (1) the failure of the closing to occur by the End Date results from a material breach by such party of any representation, warranty, covenant or other agreement of such party under the Merger Agreement and (2) the other party has filed (and is then pursuing) an action seeking specific performance;

• Hyde Park or Santa Maria Energy, if a final and non-appealable injunction will have been entered permanently restraining, enjoining or otherwise prohibiting the closing, unless such injunction was due to the failure of the terminating party to perform any of its obligations under the Merger Agreement;

• Hyde Park or Santa Maria Energy, (1) if the Hyde Park stockholders’ meeting (including any adjournments or postponements) has concluded and the requisite approval of the Hyde Park stockholders of the Hyde Park Merger Proposal is not obtained or (2) if the Santa Maria Energy unitholders’ meeting (including any adjournments or postponements) has concluded and the requisite approval of the Santa Maria Energy unitholders of the Santa Maria Energy Merger Proposal is not obtained;

• Santa Maria Energy if, after giving effect to the exercise of redemption rights by holders of shares of Hyde Park common stock pursuant to the Hyde Park certificate of incorporation, Hyde Park does not have at least an aggregate of $40 million of cash held in Hyde Park’s trust account;

• Santa Maria Energy, if Hyde Park breaches or fails to perform any of its representations, warranties, covenants or other agreements contained in the Merger Agreement, which breach or failure to perform (1) if it occurred or was continuing to occur on the closing date, would result in a failure of a condition to Santa Maria Energy’s obligation to close and (2) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, Hyde Park does not diligently attempt or ceases to diligently attempt to cure such breach or failure; and

• Hyde Park, if Santa Maria Energy breaches or fails to perform any of its representations, warranties, covenants or other agreements contained in the Merger Agreement, which breach or failure to perform (1) if it occurred or was continuing to occur on the closing date, would result in a failure of a condition to Hyde Park’s obligation to close and (2) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, Santa Maria Energy does not diligently attempt or ceases to diligently attempt to cure such breach or failure;

In the event of the Merger Agreement is terminated, there shall be no other liability on the part of Hyde Park or Santa Maria Energy to the other except as to liability arising out of or the result of, fraud or any willful or intentional breach of any covenant or agreement or willful or intentional breach of any representation or warranty in the Merger Agreement occurring prior to termination in which case, subject to rights of Hyde Park public stockholders to Hyde Park’s trust account, the aggrieved party shall be entitled to all rights and remedies available at law or in equity.

Expenses

Whether or not the merger is consummated, all costs and expenses incurred in connection with the merger, the Merger Agreement and the transactions contemplated thereby shall be paid by the party incurring or required to incur such expenses; provided, that Hyde Park shall pay all filing fees and printer costs associated with the transactions contemplated thereby.

Governing Law; Jurisdiction; Specific Enforcement; Waiver of Jury Trial

The Merger Agreement will be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflicts of law thereof or of any other jurisdiction.

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Each of the parties to the Merger Agreement acknowledged and agreed that irreparable damage would occur in the event that any of the provisions of the Merger Agreement were not performed, or were threatened to be not performed, in accordance with their specific terms or were otherwise breached. Each of the parties further agreed that, in addition to any other remedy that may be available to it, including monetary damages, each of the parties shall be entitled to an injunction or injunctions to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement exclusively in the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court sitting within the State of Delaware), and all such rights and remedies at law or in equity shall be cumulative.

In addition, each of the parties to the Merger Agreement waived its right to trial by jury in any legal proceeding arising, directly or indirectly, out of or relating to the Merger Agreement or the transactions contemplated thereby.

Amendment; Extension; Waiver

Subject to applicable law, the Merger Agreement may be amended, modified and supplemented in any and all respects, whether before or after any vote of the stockholders or members of the parties, by written agreement of the parties at any time prior to the closing date with respect to any of the terms contained in the Merger Agreement. However, no amendment, modification or supplement of the Merger Agreement shall be made following its adoption by the stockholders or members of the parties unless, to the extent required, approved by the stockholders or members.

At any time prior to the effective time, the parties may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties contained in the Merger Agreement or in any document delivered pursuant to the Merger Agreement or (c) subject to the last sentence of the preceding paragraph, waive compliance with any of the agreements or conditions contained in the Merger Agreement. The condition requiring approval of the merger by Hyde Park’s stockholders will not be waived by Hyde Park. Hyde Park and Santa Maria Energy will resolicit stockholder approval of the merger if either party waives a material condition to the Merger Agreement or such changes in the terms of the merger render the disclosure previously provided incomplete or misleading in any material respect. Otherwise, except as required by applicable law, no waiver of the Merger Agreement will require the approval of the stockholders or members of any of the parties.

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SELECTED HISTORICAL FINANCIAL INFORMATION

We are providing the following financial information to assist you in your analysis of the financial aspects of the merger. The historical results included below and elsewhere in this document may not be indicative of the future performance of Santa Maria Energy or Hyde Park. The results of operations for the nine months ended September 30, 2013 and 2012 are not necessarily indicative of results of operations for the full year.

SELECTED HISTORICAL FINANCIAL INFORMATION FOR SANTA MARIA ENERGY

The following table shows the selected historical consolidated financial data, for the periods and as of the dates indicated, for Santa Maria Energy and its subsidiaries.

The selected statement of operations data for each of the years ended December 31, 2010, 2011 and 2012 and the balance sheet data as of December 31, 2011 and 2012 are derived from Santa Maria Energy’s audited consolidated financial statements included elsewhere in this joint proxy statement/prospectus. The selected statement of operations data for the years ended December 31, 2009 and the balance sheet data as of December 31, 2009 and 2010 are derived from Santa Maria Energy’s audited consolidated financial statements not included in this joint proxy statement/prospectus. The selected statement of operations data for the nine months ended September 30, 2012 and 2013 and the balance sheet data as of September 30, 2013 are derived from Santa Maria Energy’s unaudited consolidated financial statements included elsewhere in this joint proxy statement/prospectus. The balance sheet data as of September 30, 2012 are derived from Santa Maria Energy’s unaudited consolidated financial statements not included in this joint proxy statement/prospectus. Santa Maria Energy was formed on December 16, 2008 and conducted no significant operations or other activities during the 16-day period ending December 31, 2008.

The selected historical consolidated financial data has been prepared on a consistent basis with Santa Maria Energy’s audited consolidated financial statements. In the opinion of Santa Maria Energy’s management, such selected historical consolidated financial data reflects all adjustments (consisting of normal and recurring accruals) considered necessary to present Santa Maria Energy’s financial position for the periods presented.

The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year because of the impact of fluctuations in prices received from oil and natural gas, natural production declines, the uncertainty of exploration and development drilling results and other factors. The selected financial data presented below are qualified in their entirety by reference to, and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Santa Maria Energy” and Santa Maria Energy’s consolidated financial statements and related notes included elsewhere herein.

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SANTA MARIA ENERGY

	Year Ended December 31,												Nine Months Ended September 30,
	2009			2010			2011			2012			2012			2013
	(in thousands)
Statement of operations data:
Operating revenues:
Oil and natural gas production revenues	$	3,736		$	9,008		$	13,449		$	14,639		$	11,535		$	9,262
Total revenues		3,736			9,008			13,449			14,639			11,535			9,262
Operating expenses:
Lease operating expenses		1,831			4,585			6,386			7,019			5,311			4,960
Production taxes		139			191			152			224			168			197
Depletion, depreciation and amortization		667			3,081			5,389			4,818			3,837			2,604
Accretion of asset retirement obligations		20			64			84			97			73			75
General and administrative		3,022			4,179			6,236			6,210			4,955			3,768
Total operating expenses		5,679			12,100			18,247			18,368			14,344			11,604
Operating loss		(1,943	)		(3,092	)		(4,798	)		(3,729	)		(2,809	)		(2,342	)
Other expense:
Interest expense	$	(658	)	$	(841	)	$	(620	)	$	(914	)	$	(536	)	$	(1,225	)
Interest income		75			45			343			5			3			4
Commodity derivative fair value loss		—			(151	)		(971	)		(559	)		(741	)		(166	)
Unrealized gain (loss) on mark-to-market commodity derivatives		—			(1,783	)		532			778			1,150			178
Other		565			4			17			(45	)		12			10
Total other expense		(19	)		(2,726	)		(699	)		(735	)		(112	)		(1,199	)
Loss from operations	$	(1,962	)	$	(5,818	)	$	(5,497	)	$	(4,464	)	$	(2,921	)	$	(3,541	)
Balance sheet data (at period end):
Cash and cash equivalents	$	761		$	2,996		$	2,077		$	388		$	758		$	210
Other current assets		2,909			1,475			1,995			1,585			1,851			1,465
Total current assets		3,671			4,471			4,072			1,973			2,609			1,675
Properties at cost (full cost method)
Unproved properties		31,836			12,767			17,512			16,934			17,834			17,796
Producing properties		38,498			68,849			85,725			93,516			91,589			95,114
Other property and equipment		211			360			888			871			871			871
		70,545			81,976			104,125			111,321			110,225			113,781
Less accumulated depletion, depreciation and amortization		(1,458	)		(4,496	)		(9,597	)		(14,408	)		(13,428	)		(17,012	)
Property and equipment, net		69,087			77,480			94,528			96,913			96,866			96,769
Other assets		844			1,262			1,132			2,264			1,284			1,561
Total assets	$	73,602		$	83,213		$	99,732		$	101,150		$	100,759		$	100,005
Current liabilities	$	11,510		$	5,461		$	18,100		$	4,076		$	17,026		$	2,293
Long-term indebtedness		—			13,000			86			14,600			58			17,100
Other long-term liabilities		2,366			4,936			7,907			12,774			11,243			18,126
Redeemable preferred membership interest		16,500			24,000			45,000			50,000			50,000			50,000
Total equity		43,226			35,816			28,639			19,700			22,432			12,486
Total liabilities & equity	$	73,602		$	83,213		$	99,732		$	101,150		$	100,759		$	100,005
Other financial data:
Adjusted EBITDA (1)	$	(1,256	)	$	(41	)	$	(257	)	$	552		$	336		$	177
Net cash provided by operating activities		(5,554	)		(1,668	)		(303	)		(1,378	)		(145	)		(198	)
Net cash provided by (used in) investing activities		(10,263	)		(9,514	)		(21,760	)		(6,852	)		(6,067	)		(2,433	)
Net cash provided by (used in) financing activities		11,730			13,416			21,143			6,542			4,892			2,453
Capital expenditures		10,556			9,816			21,674			7,309			6,186			2,460

(1) Adjusted EBITDA, as used and defined by Santa Maria Energy, may not be comparable to similarly titled measures employed by other companies and is not a measure of performance calculated in accordance with GAAP. Adjusted EBITDA should not be considered in isolation or as a substitute for operating income, net income or loss, cash flows provided by operating, investing and financing activities,

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or other income or cash flow statement data prepared in accordance with GAAP. Adjusted EBITDA provides no information regarding a company’s capital structure, borrowings, interest costs, capital expenditures, and working capital movement or tax position. Adjusted EBITDA does not represent funds available for discretionary use because those funds may be required for debt service, capital expenditures, working capital, income taxes, franchise taxes, exploration expenses, and other commitments and obligations. However, Santa Maria Energy’s management team believes Adjusted EBITDA is useful to an investor in evaluating Santa Maria Energy’s financial performance because this measure:

• is widely used by investors in the oil and natural gas industry to measure a company’s operating performance without regard to items excluded from the calculation of such term, which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired, among other factors;

• helps investors to more meaningfully evaluate and compare the results of Santa Maria Energy’s operations from period to period by removing the effect of Santa Maria Energy’s capital structure from its operating results; and

• is used by Santa Maria Energy’s management team for various purposes, including as a measure of operating performance, in presentations to its board of managers, as a basis for strategic planning and forecasting and by Santa Maria Energy’s lenders pursuant to covenants under its senior credit facility.

There are significant limitations to using Adjusted EBITDA as a measure of performance, including the inability to analyze the effect of certain recurring and non-recurring items that materially affect Santa Maria Energy’s net income or loss, the lack of comparability of results of operations of different companies and the different methods of calculating Adjusted EBITDA reported by different companies. The following table represents a reconciliation of Santa Maria Energy’s net income (loss) to Adjusted EBITDA:

SANTA MARIA ENERGY

	Year Ended December 31,												Nine Months Ended September 30,
	2009			2010			2011			2012			2012			2013
	(in thousands)
Net income (loss) from operations	$	(1,962	)	$	(5,818	)	$	(5,497	)	$	(4,464	)	$	(2,921	)	$	(3,541	)
Unrealized commodity derivative fair value (gain) loss (a)		—			1,783			(532	)		(778	)		(1,150	)		(178	)
Interest expense and other		584			796			277			909			533			1,221
Depreciation, depletion and amortization		667			3,081			5,389			4,818			3,837			2,604
Accretion of asset retirement obligations		20			64			84			97			73			75
Other		(565	)		53			22			(30	)		(36	)		(4	)
Adjusted EBITDA	$	(1,256	)	$	(41	)	$	(257	)	$	552		$	336		$	177

(a) Represents total derivative loss (gain) reported in Santa Maria Energy’s consolidated statement of operations.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF HYDE PARK

We derived Hyde Park’s selected historical financial information from the audited financial statements of Hyde Park as of, and for, the year ended December 31, 2012 and as of December 31, 2011 and for the period from February 24, 2011 (inception) through December 31, 2011, and from the unaudited financial statements of Hyde Park as of and for the nine months ended September 30, 2013 and 2012. The information is only a summary and should be read in conjunction with Hyde Park’s historical financial statements and related notes contained elsewhere herein. The following data is in thousands of U.S. dollars, except for share amounts.

	For the Period from February 24, 2011 (inception) through December 31, 2011			Year Ended December 31, 2012			Nine Months Ended September 30, 2012 (1)			Nine Months Ended September 30, 2013 (1)
Statement of Operations Data:
Interest income	$	—		$	38		$	13		$	57
Net loss		(8	)		(181	)		(46	)		(1,295	)
Net loss per share		—			(0.08	)		(0.02	)		(0.43	)
Cash dividends per share		—			—			—			—
				As of December 31, 2011			As of December 31, 2012			As of September 30, 2013 (1)
Balance Sheet Data:
Total assets				$	207		$	79,621		$	79,306
Total liabilities					190			80			1,060
Common stock subject to possible conversion 7,039,629, 7,088,364 and 0 shares, respectively					—			74,428			73,098
Stockholders’ equity					17			5,113			5,148

(1) Unaudited information

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ADDITIONAL INFORMATION ABOUT SANTA MARIA ENERGY

General

Santa Maria Energy is an independent energy company focused on the exploration and development of oil and natural gas in the Monterey formation and the Diatomite reservoir within the Sisquoc formation in northern Santa Barbara County, California. Santa Maria Energy has chosen to focus its exploration and development efforts on the Monterey and the Diatomite due to the largely unrealized hydrocarbon potential offered within these areas. Santa Maria Energy believes it has been successful in assembling an attractive acreage position and asset portfolio and is well situated, through its unique technical expertise and proven ability to operate and manage a drilling program, to unlock the potential of its reserves, which it believes will create significant shareholder value. As of October 31, 2013, Santa Maria Energy’s estimated aggregate proved, probable and possible reserves were 48.0 MMBoe, and of its 15.7 MMBoe of proved reserves, 13.6% were proved developed and 99.9% were oil.

Santa Maria Energy was formed in December 2008, though it began acquiring leases and conducting exploration and development activities in 2002 through predecessor companies. Santa Maria Energy’s management has a proven track record of working as a team to acquire, develop and exploit oil and natural gas reserves in California using both heavy oil thermal enhanced oil recovery methods (“EOR”) as well as conventional operations. Members of the management team have an average of more than 28 years of oil and natural gas industry experience working for numerous public and private companies on domestic and international projects in the upstream oil and natural gas industry. The majority of Santa Maria Energy’s management team has worked together for over eight years.

As of September 30, 2013, Santa Maria Energy had interests in and operated 21 gross (21 net) active producing wells in its Diatomite projects. Santa Maria Energy currently holds 12,796 gross (12,523 net) acres in its Diatomite projects. As of September 30, 2013, Santa Maria Energy had interests in and operated 43 gross (43 net) active producing wells in its Monterey projects. Santa Maria Energy currently holds 7,289 gross (6,667 net) acres in its Monterey projects. NSAI has identified 268 proved, 238 probable and 295 possible locations in Santa Maria Energy’s Orcutt Diatomite as well as six proved locations in Santa Maria Energy’s Orcutt Monterey. Additionally, Santa Maria Energy has identified over 6,900 potential drilling locations in the Monterey and Diatomite acreage which it controls. The additional 754 potential drilling locations in Orcutt Diatomite and all of the locations at the NW Casmalia and Santa Maria Valley represent locations specifically identified by Santa Maria Energy management, based upon evaluation of applicable geologic, engineering and production data. The drilling locations on which Santa Maria Energy actually drills wells will ultimately depend on the availability of capital, regulatory approval, oil and natural gas prices, costs, drilling results and other factors. Santa Maria Energy also seeks to acquire additional undeveloped acreage and producing properties that have upside potential and that meet its general business strategies.

The following table summarizes Santa Maria Energy’s leasehold position and identified net drilling locations by primary geographic area as of September 30, 2013:

	Developed				Undeveloped				Total				Potential Drilling Locations
	Gross		Net		Gross		Net		Gross		Net
Orcutt—Diatomite and Monterey		4,024		3,841		—		—		4,024		3,841		1,555
NW Casmalia		—		—		8,772		8,682		8,772		8,682		6,160
Santa Maria Valley		—		—		1,674		1,004		1,674		1,004		38
Other		—		—		2,165		2,165		2,165		2,165		—
Total		4,024		3,841		12,611		11,851		16,635		15,692		7,753

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Santa Maria Energy received an interim reserve report dated October 31, 2013 from its independent petroleum engineering firm, NSAI, for the Orcutt Diatomite field and Orcutt Monterey field. The following table sets forth summary information attributable to Santa Maria Energy’s estimated net proved reserves that are derived from the October 31, 2013 reserve report.

	Estimated Total Proved Reserves
	Oil (MBbls)		Natural Gas (MMcf)		Total (MBoe)		% Oil			PV-10 (in millions)(1)		Average Net Daily Production (Boed) (2)		R/P Ratio (years)
Orcutt Diatomite		13,831		—		13,831		100	%	$	267.4		157		241
Orcutt Monterey		1,867		121		1,887		99	%		33.5		205		25
Total		15,698		121		15,718		100	%	$	300.9		362		119

(1) PV-10 is a non-GAAP financial measure. Standardized measure is the most directly comparable GAAP measure. For additional information about PV-10 and how it differs from the standardized measure, please see “Summary Historical Santa Maria Energy Operating and Reserve Data.”

(2) Production rates are year-to-date as of October 31, 2013.

The following table provides summary information regarding Santa Maria Energy’s proved reserves by project as of October 31, 2013. The following table discloses Santa Maria Energy’s proved oil reserves calculated by its independent petroleum engineering firm.

	Working Interest Percentage			Oil Reserves (MBbl) (1)
Field				Proved Developed		Proved Undeveloped		Total Proved		% of Total Reserves
Orcutt Diatomite		99.6	%(2)		590		13,241		13,831		88.1	%
Orcutt Monterey (1)		100.0	%		1,525		342		1,867		11.9	%
Total					2,115		13,583		15,698		100.0	%

(1) Additionally, Santa Maria Energy recognized 121.2 MMcf of natural gas reserves in the Orcutt Monterey field which it intends to sell to a third party. All other natural gas reserves are planned to be used as fuel for the steam generators in connection with Santa Maria Energy’s Orcutt Diatomite operations and are considered to be lease use natural gas.

(2) Santa Maria Energy has one working interest partner in its Orcutt Diatomite property with a 0.375% working interest. This partner elected not to participate in 126 wells of the Company’s 136-well project. This partner is subject to non-consent penalties and it is not anticipated that payout will occur.

Additionally, there is an unleased mineral interest in Santa Maria Energy’s Orcutt leases owned by the surface owner. This unleased mineral interest entitles the mineral owner to its share of the value of production from each lease less its proportionate share of 100% of the costs associated with the drilling, development and operation of each well and lease. This payout is anticipated to be reached in November 2017, at which time Santa Maria Energy’s working interest will be reduced to 95.5% for all of Santa Maria Energy’s Orcutt Diatomite project.

Business Strategies

Santa Maria Energy’s primary objective is to maximize cash flow and shareholder value through cost efficient development of its assets in a safe and profitable manner, while also opportunistically expanding its asset base. The key elements of Santa Maria Energy’s strategy are:

Grow Proved Reserves, Production and Cash Flow Through Accelerated Exploration, Appraisal and Development. Utilizing cyclic steam technology to produce its Diatomite resources and both conventional and unconventional horizontal drilling to develop its Monterey resources, the management team at Santa Maria Energy has the experience and technical “know-how” to grow and maximize the value of its reserves. Santa

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Maria Energy plans to invest in 2014 over $100 million to drill 55.0 gross/55.0 net Diatomite wells and 5.0 gross/3.8 net Monterey wells and build necessary infrastructure, including processing facilities and steam generation equipment, to accelerate production, achieve economies of scale and reduce operating costs. Development on all of these projects will continue through 2015.

Continuously Improve Capital and Operating Efficiency. With numerous development opportunities in the Diatomite and Monterey, Santa Maria Energy focuses on the best allocation of resources to optimize production and enhance returns. In particular, Santa Maria Energy continuously seeks to maximize its recovery per well relative to the cost incurred and to minimize its operating cost per Boe produced.

Maintain Financial Flexibility and Sufficient Liquidity to Capitalize on Opportunities as They Arise. Santa Maria Energy strives to achieve financial flexibility by balancing development of its assets with the pursuit of growth and expansion opportunities. Santa Maria Energy believes that by prudently developing its existing acreage as well as selectively pursuing new opportunities, it can maximize the effectiveness of its financial resources to generate the greatest value for its investors. Santa Maria Energy plans to utilize the cash on hand after consummation of the merger, together with borrowings under its senior credit facility and other sources of debt as well as issuances of additional equity, to facilitate drilling on its undeveloped acreage.

Acquire Additional Low Risk and Value Accretive Oil-Weighted Resources by Leveraging Technical and Operational Expertise. Santa Maria Energy seeks to acquire additional undeveloped and producing properties that provide attractive potential returns. Santa Maria Energy’s initial focus will be on the Santa Maria Basin where Santa Maria Energy has significant operating experience, but Santa Maria Energy will also seek to acquire additional undeveloped acreage and producing properties that have upside potential and that meet its general business strategies. Santa Maria Energy intends to implement a return-focused acquisition strategy that takes into account its personnel capacity, availability of financing and favorable transaction terms.

Maintain a Disciplined, Financial Strategy Through an Active Hedging Program to Protect Expected Future Cash Flows. Santa Maria Energy seeks to maintain a conservative financial approach that reduces cash flow volatility. Among strategies employed to reduce the effects of commodity price volatility and risks attendant thereto, Santa Maria Energy utilizes oil price hedging. Santa Maria Energy has entered into swaps on oil volumes extending out as far as 48 months. As of September 30, 2013, Santa Maria Energy had entered into hedging contracts through October 2016 covering a total of approximately 132,000 Bbls of oil, or 42%, of Santa Maria Energy’s projected proved developed producing reserves at a weighted average price of $96.48/Bbl.

Uphold Commitment to the Exploration and Development of Natural Resources in an Environmentally Responsible Manner. Santa Maria Energy’s primary focus continues to be the safe and environmentally responsible strategic development of its oil resource base within its core operating area, through development drilling, down-spacing, remedial work, EOR methods and optimization technologies. Santa Maria Energy also manages regulatory risk by operating projects safely and within the confines of the regulatory environment in California. Santa Maria Energy strives to develop oil-rich areas in California in an environmentally superior manner.

Competitive Strengths

Santa Maria Energy has a number of competitive strengths that will help it successfully execute its business strategies, including:

Strong Management Team with Substantial Operational, Technical, and Regulatory Affairs Expertise. Santa Maria Energy’s operational, legal and technical management personnel have on average more than 28 years of relevant experience, with companies such as Getty Oil Company, Pemex, Chevron Corporation, United Meridian Corporation and other independent producers of oil and natural gas. Santa Maria Energy’s management and technical teams also have extensive experience with heavy oil and thermal EOR, as well as conventional operations. This knowledge, along with an intimate understanding of the California regulatory process, provides

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Santa Maria Energy with a distinct competitive advantage, particularly as it continues to evaluate new technologies and steam practices to improve ultimate recoveries of oil on existing and future properties.

Well-Defined and High-Quality Oil-Weighted Resource Potential in the Prolific Santa Maria Basin. Santa Maria Energy’s target reservoirs have an average depth of less than 4,000 feet, are generally considered to possess lower geologic risk, and are located in areas where Santa Maria Energy is an established producer and has extensive geologic data. Santa Maria Energy has estimated that it has over 7,500 potential drilling locations in the Monterey and Diatomite on the acreage which it controls.

Concentrated Acreage Position. Substantially all of Santa Maria Energy’s acreage is located in three areas of northern Santa Barbara County, including the Orcutt Diatomite and Orcutt Monterey fields, the NW Casmalia field and the Santa Maria Valley field. The close proximity of acreage position has enabled Santa Maria Energy to implement cost effective management practices and capture economies of scale.

Extensive Asset Portfolio with Significant Development Potential. Since 2002, Santa Maria Energy has grown its asset base to provide it with several large projects. All of Santa Maria Energy’s projects are located in the Santa Maria Basin, an area in California that has produced 885 MMBbls of oil since 1888. Santa Maria Energy estimates that its leases contain several billion barrels of original oil in place (“OOIP”) of which over 900 million barrels of oil may be recoverable with current technologies.

Operational Control Over the Majority of Its Portfolio and Financial Flexibility. By retaining operational control over all of its assets, Santa Maria Energy can more effectively control the timing of development activities and technological enhancements, marketing of production and allocation of its capital budget. In addition, the timing of most of Santa Maria Energy’s capital expenditures is discretionary, which allows it a significant degree of flexibility to adjust the size of its capital budget.

History

Santa Maria Energy was formed in December 2008, though it began acquiring leases and conducting exploration and development activities in 2002 through predecessor companies.

In 2005, Santa Maria Energy identified an opportunity to acquire the rights to the Orcutt Monterey lease. Through a series of transactions between August 2005 and March 2007, Santa Maria Energy acquired all rights to the Orcutt Monterey lease which underlies its Orcutt Diatomite. Certain founding members, including current managers Richard R. Powell, Jr., Ramon Elias, Michael Prats, John Piedmonte and David L. Pratt (collectively, the “Founders”) made early stage investments in Santa Maria Energy and partially funded operations through the sale of working interests in the leases. The initial acquisitions were held by the Founders in separately owned companies.

In 2008, the separately owned interests were consolidated into Santa Maria Energy in conjunction with a private equity financing by the Kayne Investors, a private equity firm focused on high-growth oil and natural gas companies. In December 2008, the Founders contributed the membership interests of the entities holding the working interests in the NW Casmalia and Orcutt leases and others to Santa Maria Energy in exchange for Santa Maria Energy common units.

By January 1, 2008, Santa Maria Energy owned approximately 47% of the working interests in the Orcutt leases and 49% of the working interests in the NW Casmalia leases. The remaining working interests were held directly by outside investors (other than the Founders).

Thereafter, Santa Maria Energy consolidated in excess of 99% of these disparate working interests into Santa Maria Energy (the “Roll-Up”). In 2009 and 2010, as part of the Roll-Up, non-Founder investors contributed their working interests in the leases in exchange for common units in Santa Maria Energy. As a result

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of the Roll-Up, as of September 30, 2013, Santa Maria Energy owns 100% of the working interests in all of its properties, except the Orcutt Diatomite where Santa Maria Energy owns 99.6% of the working interests and NW Casmalia where Santa Maria Energy owns 99.0% of the working interests.

In June 2013, Santa Maria Energy received an assignment from its operating partner of its 60% interests in the Santa Maria Valley leases.

Effective as of March 31, 2012, Santa Maria Energy changed its name from “Santa Maria Pacific Holdings, LLC” to “Santa Maria Energy Holdings, LLC.” Additionally, Santa Maria Energy merged its six existing wholly owned subsidiaries, Santa Maria Pacific, LLC, Gitte-Ten, LLC dba Phoenix Energy, LLC, Orcutt Properties, LLC, Escolle Properties, LLC, NW Casmalia Properties, LLC, and Santa Maria Valley Properties, LLC, into one company which currently does business under the name “Santa Maria Energy, LLC,” a California limited liability company (“Santa Maria Energy LLC”) and wholly-owned subsidiary of Santa Maria Energy. Santa Maria Energy LLC holds all project assets and acts as the sole operator for Santa Maria Energy’s projects. Santa Maria Energy also formed a new wholly owned subsidiary named SM Energy Management, LLC, a California limited liability company, to perform administrative services for Santa Maria Energy.

Properties

Santa Maria Energy has multiple projects within the Santa Maria Basin, where it is focused on developing the Diatomite and Monterey formations, as shown in the map below. These fields are all located in northern Santa Barbara County, an oil-producing area in California since 1888. Historically, over 27 billion barrels of oil have been produced in the State of California and 885 MMBbls of oil have been produced in the Santa Maria Basin. California’s current daily production of oil is approximately 526,000 Bopd, which accounts for approximately 7% of the total U.S. daily oil production. In excess of 12,000 Bopd are currently produced onshore Santa Barbara County. Santa Maria Energy expects to have a capital budget in excess of $100 million in 2014 of which approximately 69% will be spent on the Orcutt Diatomite project and the balance spent on the Orcutt Monterey field, Santa Maria Valley field and the NW Casmalia field.

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Diatomite Projects

Oil-bearing Opal A Diatomite results from skeletal remains of marine microorganisms called diatoms settling to the bottoms of prehistoric oceans. It is a reservoir rock found at depths of 2,200 feet or less within the Sisquoc formation of the Santa Maria Basin. This rock has two very important characteristics making it an attractive oil resource: high porosity and high oil saturations.

For decades, oil-bearing Diatomite reservoir rock has been known to exist in both the San Joaquin Valley and the Santa Maria Basin; yet, prior to mid-1990, the “know-how” to unlock and economically produce the resource had eluded the industry, primarily due to the impermeability, or low flow rate, of the formations. During the past two decades, the industry has begun to economically produce oil from the Diatomite by effectively applying various steam injection techniques.

Santa Maria Energy has two thermal Diatomite projects:

• Orcutt Diatomite Field, Santa Barbara County, California. The Orcutt Diatomite field has been in continuous production since the early 1900’s, primarily from the Monterey reservoir. Santa Maria Energy’s predecessors acquired leases covering 4,024 acres in the Orcutt Diatomite field in November 2003. Prior to 2009, there had been limited production from the Orcutt Diatomite field formation using conventional methods and none using thermal production techniques.

During the 2008 to 2009, Santa Maria Energy drilled 16 pilot-wells to test the commercial potential of the project and help delineate the areal extent of the formation within the field. Santa Maria Energy began cyclic steam injection for the 16-well pilot program in September 2009. Santa Maria Energy gained additional approval and drilled 10 additional pilot Diatomite wells in 2011.

Santa Maria Energy commenced permitting for permanent operations of a 136-well production plan (including the 26 existing pilot wells) in 2009. In September 2011, a Notice of Preparation of an Environmental Impact Report was published related to Santa Maria Energy’s 136-well expansion in the Orcutt Diatomite project. In November 2013, Santa Maria Energy received final regulatory approval for expanding its Orcutt Diatomite drilling program, consisting of 110 new gross (110 net) wells plus facilities. Expansion activities are expected to begin in 2014. See “—Recent Developments.” As of December 12, 2013, Santa Maria Energy uses one 26.5 MMbtu/hr steam generator, which nominally produces between 1,100 and 1,200 Bspd and can provide volumes of steam for at least 20 wells. In connection with the project expansion, Santa Maria Energy plans to replace the existing pilot generator with two 85 MMBtu/hr steam generators. Santa Maria Energy expects that these two new steam generators will be able to support production activities in excess of the currently planned 136 well program.

As of September 30, 2013, the Orcutt Diatomite field covered nearly 4,024 gross (3,841 net) acres of which approximately 770 gross (735 net) acres is estimated to be productive from the Diatomite formation. Using vertical and deviated wells, shallow cyclic steam injection and thermal EOR techniques, Santa Maria Energy expects that over 1,500 gross wells would be needed to fully develop the field if all 735 net acres are productive. During the nine-month period ending September 30, 2013, the Orcutt Diatomite Field produced approximately 157 Bopd.

• NW Casmalia Diatomite, Casmalia Oil Field Area, Santa Barbara County, California. The Founders first acquired rights to these leases in January 2000. The field is physically located northwest of the Casmalia oil field.

After the first well was drilled in July 2005, Santa Maria Energy’s predecessors installed substantial infrastructure and facilities in the NW Casmalia field throughout 2006 and into 2007. The project was suspended in 2007 after initial steaming results indicated low-gravity oil, which could not be processed through existing processing facilities.

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After further study, Santa Maria Energy reperforated two wells and conducted a two-well conceptual pilot in early 2009 with mobile facilities. This pilot demonstrated that lighter gravity oil can be produced and processed from the NW Casmalia. Santa Maria Energy is working on future development plans in this area.

Santa Maria Energy plans to perform additional geologic work during 2014 and beyond to further delineate the extent of potential NW Casmalia development sites along this 4.2 mile long Diatomite trend. It is anticipated that Santa Maria Energy may have in excess of 6,000 drilling locations in this Diatomite trend based upon  ¹⁄₂ acre spacing for development.

As of September 30, 2013, Santa Maria Energy held 8,772 gross acres (8,682 net acres), of which approximately 3,000 gross (2,969 net) acres are estimated to be productive.

Certain leases held by Santa Maria Energy in the NW Casmalia, including the Stokes lease (covering approximately 503 acres) and the Goodwin lease (covering approximately 547 acres), are leased from certain Founder and manager affiliates: Richard R. Powell, Jr., Ramon Elias and Michael Prats.

Monterey Projects

Santa Maria Energy has two Monterey projects:

• Orcutt Monterey Oil Field, Santa Barbara County, California. This reservoir is deeper than the Orcutt Diatomite field and has been on production since the early 1900s. It was acquired by Santa Maria Energy’s predecessor through a series of acquisitions culminating in March 2007. According to the State of California production records, a total of approximately 24 MMBoe of oil has been produced to date from this formation, which Santa Maria Energy estimates to be 8.2% of the OOIP, or 54% of recoverable oil.

The Orcutt Monterey wells have historically been drilled to a depth of approximately 3,000 feet and target both oil and natural gas reserves. Well spacing is generally 10 acres per well. Most likely, Santa Maria Energy’s future operations in the area will utilize horizontal wells to accelerate recovery of oil relative to the rate of recovery by traditional vertical wells.

The Orcutt Monterey formation is a naturally fractured siliceous rock with a porous matrix. Although the matrix permeability is low, there are natural fractures within the reservoir. When well bores intersect these fractures, production rates can be substantially better than rates where wells do not intersect the fractures. The objective of horizontal wells is to increase the likelihood of intersecting these fractures. In addition, there is strong water drive, which helps maintain reservoir pressure.

As of September 30, 2013, Santa Maria Energy owns and operates 43 gross (43 net) Orcutt Monterey wells. One gross (one net) horizontal well has been drilled by Santa Maria Energy. All the other wells were drilled in the 1980s or earlier. Santa Maria Energy plans to drill two Orcutt Monterey horizontal wells in 2014.

As of September 30, 2013, this field covered nearly 4,024 gross (3,877 net) acres, of which approximately 4,024 gross (3,877 net) acres are estimated to be productive. Santa Maria Energy anticipates drilling horizontal wells in the future and later instituting a waterflood to maximize recovery of OOIP. During the nine month period ended September 30, 2013, the Orcutt Monterey field produced approximately 166 Bopd.

In addition, during the next five years, Santa Maria Energy expects to produce 3.8 Bcf of natural gas associated with the oil production, of which all but 0.2 Bcf will be used as lease use gas as a source of fuel for the steam generators utilized by Santa Maria Energy’s Diatomite operations. Santa Maria Energy is currently selling a limited amount of natural gas from its production in this area of approximately 300 Mcfd.

• Santa Maria Valley Monterey Oil Field, Santa Barbara County, California. Approximately four years ago, Santa Maria Energy began working with and through a partner to acquire leases in this field. To

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date, Santa Maria Energy has acquired 1,674 gross (1,004 net) acres in the Santa Maria Valley field. The target leases are within the Santa Maria Valley field. This field was effectively abandoned in mid-1990 after producing in excess of 180 MMBoe which is estimated to be 7% of the OOIP, or 48% of recoverable oil.

Pursuant to the agreement between Santa Maria Energy and its partner, the partner is responsible for 100% of the lease acquisition costs. Santa Maria Energy will be responsible for 100% the costs to permit the first two wells to be drilled. All drilling costs will be borne 60% by Santa Maria Energy and 40% by the partner. Santa Maria Energy’s partner has earned its 40% working interest by completing the agreed upon acreage acquisition and Santa Maria Energy owns a 60% working interest in this acreage.

In 2014, Santa Maria Energy plans to initiate the re-development of this field by drilling three horizontal wells.

Recent Developments

Orcutt Diatomite Project Permitting Status. In November 2013, Santa Maria Energy received approval from the Santa Barbara Board of Supervisors (“Board of Supervisors”) for its 136-well Orcutt Diatomite project. With the receipt of discretionary approval by the Board of Supervisors, Santa Maria Energy may now proceed to obtain necessary construction permits and ancillary permits from the appropriate regulatory agencies, including the County of Santa Barbara, Division of Oil, Gas & Geothermal Resources, Air Pollution Control District, Department of Fish & Wildlife and the U.S. Fish & Wildlife Service, among others.

Senior Credit Facility. On December 11, 2013, Santa Maria Energy entered into a second amendment to its senior credit facility with Mutual of Omaha Bank, N.A., (“Mutual of Omaha”), its senior lender, whereby the borrowing base of the senior credit facility was increased to $13.0 million (based on Santa Maria Energy’s Monterey and Diatomite reserves). In addition, the trigger date for a forced reduction of general and administrative costs was moved from January 1, 2014 to May 31, 2014. Also, the expiration of the Kayne Guaranty (described below) was extended from December 31, 2013 to May 31, 2014, and the full amount of the Kayne Guaranty was made available to Santa Maria Energy. This increased the amount available under the senior credit facility to $24.0 million. Finally, the maturity date of the senior lender note was moved from November 2014 to February 2015. See “Financing Activities—Kayne Guaranty” and “Certain Relationships and Related Transactions—Certain Santa Maria Energy Transactions—Transactions with Kayne Investors—Kayne Guaranty” for further discussion on the Kayne Guaranty.

Preferred Units. In conjunction with the changes made to the senior credit facility, the Kayne Investors agreed to move the date of redemption of the Santa Maria Energy preferred units from December 2014 to March 2015. This modification was reflected in an amendment to Santa Maria Energy’s limited liability company agreement in November 2013.

Sector Note. In November 2013, the Kayne Investors paid the remaining balance due on the Sector Note (described below) on behalf of the non-paying former members of Casmalia Investors, LLC. (“CILLC”). In exchange for making such payment, the Kayne Investors received 194,637 common units that were forfeited by the non-paying members of CILLC in accordance with an agreed upon formula. The President of Sector Capital Corporation (“Sector”), the obligee of the Sector Note, serves on the board of managers of Santa Maria Energy. For additional information on the Sector Note, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Santa Maria Energy—Financing Activities—Sector Note” and “Certain Relationships and Related Transactions—Certain Santa Maria Energy Transactions—Sector Note.”

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Summary of Oil and Natural Gas Reserves

The following table presents Santa Maria Energy’s estimated net proved oil and natural gas reserves as of December 31, 2012 and October 31, 2013, based on the proved reserve reports prepared by NSAI, Santa Maria Energy’s independent petroleum engineering firm, prepared in accordance with the rules and regulations of the SEC. All of Santa Maria Energy’s proved reserves are located in the United States.

	Estimated Net Reserves (1)
	December 31, 2012			October 31, 2013
Estimated Proved Reserves:
Oil (MBbl)		8,630			15,698
Natural gas (MMcf)		164			121
Total equivalent proved reserves (MBoe)		8,657			15,718
Total equivalent proved developed reserves		2,179			2,135
Oil (MBbl)		2,152			2,115
Natural gas (MMcf)		164			121
Percent proved developed		25.2	%		13.6	%
Total equivalent proved undeveloped reserves		6,478			13,582
Oil (MMBbl)		6,478			13,582
Natural gas (MMcf)		—			—
Percent proved undeveloped		74.8	%		86.4	%
PV-10 of proved reserves (in millions) (2)	$	171.8		$	300.9
Estimated Probable Reserves (3):
Oil (MBbl)		—			12,326
Natural gas (MMcf)		—			—
Total equivalent probable reserves (MBoe)		—			12,326
PV-10 of probable reserves (in millions) (2)	$	—		$	313.4
Estimated Possible Reserves (3):
Oil (MBbl)		—			19,979
Natural gas (MMcf)		—			—
Total equivalent possible reserves (MBoe)		—			19,979
PV-10 of possible reserves (in millions) (2)	$	—		$	610.0

(1) Volumes and values were determined under SEC pricing using actual net prices received at the wellhead, adjusted for transportation, gathering, processing, compression and other costs.

(2) PV-10 was prepared using SEC pricing, discounted at 10% per annum, without giving effect to taxes or hedges. PV-10 is a non-GAAP financial measure. For additional information about PV-10 and how it differs from the Standardized Measure, please see “Summary Historical Santa Maria Energy Operating and Reserve Data.” The following table sets forth the estimated future net cash flows from Santa Maria Energy’s proved reserves (without giving effect to commodity hedges), the present value of those net cash flows before income tax (PV-10), and the prices used in projecting future net cash flows at October 31, 2013:

	December 31, 2012		October 31, 2013
	(In millions)
Future net cash flows	$	449.7	$	720.8
Present value of future net cash flows:
Before income tax (PV-10)	$	171.8	$	300.9

Future net cash flows represent projected revenues from the sale of proved reserves net of production and development costs (including operating expenses and production taxes). Costs are based on costs in effect for the applicable year without escalation. There can be no assurance that the proved reserves will be produced as estimated or that the prices and costs will remain constant. There are numerous uncertainties inherent in estimating reserves and related information and different reserve engineers often arrive at different estimates for the same properties.

(3) All of Santa Maria Energy’s estimated probable and possible reserves are classified as undeveloped. In addition, Santa Maria Energy did not request that NSAI review the entire resource base in 2012, therefore there are no probable or possible reserves as of December 31, 2012.

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Petroleum engineering is and must be recognized as a subjective process of estimating volumes of economically recoverable oil and natural gas that cannot be measured in an exact manner. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation. As a result, the estimates of different engineers often vary. In addition, the results of drilling, testing and production may justify revisions of such estimates. Accordingly, reserve estimates often differ from the quantities of oil and natural gas that are ultimately recovered. Estimates of economically recoverable oil and natural gas and of future net revenues are based on a number of variables and assumptions, all of which may vary from actual results, including geologic interpretation, prices and future production rates and costs. Please see “Risk Factors” appearing elsewhere in this joint proxy statement/prospectus.

Oil and Natural Gas Data

Evaluation and Review of Proved Reserves

Santa Maria Energy’s estimated reserves and PV-10 as of December 31, 2012 and October 31, 2013 are based on evaluations prepared by its independent petroleum engineering firm, NSAI. NSAI is an independent petroleum engineering firm that has provided consulting services throughout the world for over 50 years. Santa Maria Energy’s estimated reserves and PV-10 as of December 31, 2011 are based on evaluations prepared by its previous independent petroleum engineering firm, GCA. Their estimates were prepared by using standard geological and engineering methods used by the petroleum industry and in accordance with the SEC’s rules for oil and natural gas reserves reporting that were in effect at the time of the preparation of the reserves report. When preparing Santa Maria Energy’s reserve estimates, NSAI relied on information and data furnished by Santa Maria Energy with respect to ownership interests, oil and natural gas production, well test data, historical costs of operations and development, product prices, and agreements relating to current and future operations of properties and sales of production, which information and data was not independently verified by NSAI.

The technical persons at NSAI responsible for preparing Santa Maria Energy’s proved reserve estimates meet the requirements with regard to qualifications, independence, objectivity and confidentiality set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers. NSAI does not own an interest in any of Santa Maria Energy’s properties, nor is it employed by Santa Maria Energy on a contingent basis.

Reserves

Santa Maria Energy has a comprehensive process that governs the determination and reporting of its proved, probable and possible reserves. As part of its internal control process, Santa Maria Energy’s reserves are reviewed, at a minimum, semi-annually by an internal team composed of reservoir engineers, geologists and accounting personnel for adherence to Petroleum Resources Management System, approved by the Society of Petroleum Engineers, based on a detailed analysis of available geological and reservoir data, production performance data and land records. The review includes, but is not limited to, confirmation that reserve estimates (1) include all properties owned; (2) are based on proper working and net revenue interests; and (3) reflect reasonable cost estimates and field performance.

Periodically, Santa Maria Energy’s internal staff of petroleum engineers and geoscience professionals meet with NSAI to review properties and discuss methods and assumptions used by Santa Maria Energy to prepare reserve estimates. Santa Maria Energy works closely with NSAI to ensure the integrity, accuracy and timeliness of the data it furnishes as part of the reserve evaluation process.

Proved reserves are reserves that, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward from known reservoirs under existing economic conditions, operating methods and government regulations prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain. The term

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“reasonable certainty” implies a high degree of confidence that the quantities of oil or natural gas actually recovered will equal or exceed the estimate. To achieve reasonable certainty, Santa Maria Energy, GCA and NSAI employed technologies that have been demonstrated to yield results with consistency and repeatability. The technologies and economic data used in the estimation of Santa Maria Energy’s proved reserves include, but are not limited to, well logs, geologic maps and available downhole and production data, micro-seismic data and well-test data. Probable reserves are reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered. Estimates of probable reserves which may potentially be recoverable through additional drilling or recovery techniques are by their nature more uncertain than estimates of proved reserves and, accordingly, are subject to substantially greater risk of not actually being realized by Santa Maria Energy. Possible reserves are reserves that are less certain to be recovered than probable reserves. Estimates of possible reserves are also inherently imprecise. Estimates of probable and possible reserves are also continually subject to revisions based on production history, results of additional exploration and development, price changes and other factors.

Methodology Used to Apply Reserve Definitions

In the Orcutt Monterey, Santa Maria Energy’s estimated reserves are based on information from Santa Maria Energy’s operated proved developed producing reserve base, as well as public information from other operators in the area, which can be used to confirm or supplement Santa Maria Energy’s internal estimates. Santa Maria Energy has integrated the downhole and production information to form a geological model. From this model, NSAI has identified six proved undeveloped locations in Santa Maria Energy’s Orcutt Monterey as of October 31, 2013.

In the Orcutt Diatomite, estimated reserves are based on information from Santa Maria Energy’s operated proved developed producing reserve base, as well as public information from other operators in the area, which can be used to confirm or supplement Santa Maria Energy’s internal estimates. Santa Maria Energy has integrated the downhole and production information from its wells with geoscience, engineering and production performance information from an adjoining operator to form an extensive geologic model of Santa Maria Energy’s Diatomite reservoir. The adjoining operator has active producing Diatomite wells within one mile of Santa Maria Energy’s active proved developed wells. Wells for both Santa Maria Energy and the adjoining operator are within the same reservoir and are being produced using similar recovery techniques. NSAI has identified 268 proved undeveloped, 238 probable and 295 possible locations in Santa Maria Energy’s Orcutt Diatomite as of October 31, 2013. The 268 proved undeveloped locations are directly adjacent to Santa Maria Energy’s existing proved developed wells and between the existing proved developed wells and the adjoining operator’s Diatomite wells less than one mile away. Santa Maria Energy believes that it has in excess of 1,500 drilling locations, inclusive of the proved, probable and possible locations identified in the NSAI report.

Changes in Proved Reserves During the Ten Months Ended October 31, 2013

The following table summarizes the changes in Santa Maria Energy’s estimated proved reserves during the ten months ended October 31, 2013 (in MBoe):

Proved Reserves, December 31, 2012	8,657
Extensions, Discoveries and Other Additions	7,729
Price and Performance Revisions	(569	)
Sale of Reserves in Place	—
Production	(99	)
Proved Reserves, October 31, 2013	15,718

Extensions, discoveries and other additions during the ten months ended October 31, 2013 of 7,729 MBoe comprise well locations added directly adjacent to Santa Maria Energy’s existing proved developed reserves and

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between the existing proved developed wells and the adjoining operator’s Diatomite wells less than one mile away through further study by NSAI and Santa Maria Energy. Santa Maria Energy conducted geologic mapping of the Orcutt Diatomite field and that of an adjacent project operated by the other operator. The company has drilled and is producing wells within the same Diatomite reservoir using similar recovery techniques, within one mile of Santa Maria Energy’s proved developed Diatomite wells. Santa Maria Energy presented the geoscience and engineering information, as well as performance analysis of the adjacent project to NSAI, which ultimately led to an increase in proved undeveloped locations. Based on the Santa Maria Energy’s presentation, as well as its own analysis, NSAI added 157 proved undeveloped locations to the 111 proved undeveloped locations assessed in the December 31, 2012 report. Furthermore, in November 2013, Santa Maria Energy received approval from the Santa Barbara Board of Supervisors for the ability to drill 111 of the 268 proved undeveloped wells. Santa Maria Energy believes that it should be able to permit and drill the remaining 157 proved undeveloped wells within five years based on the time limits established by California Public Resources Code § 21151.5 (lead agency shall establish time limits that do not exceed “one year for completing and certifying environmental impact reports”) and recent permitting experiences.

Estimated future development costs relating to the development of Santa Maria Energy’s proved undeveloped reserves at October 31, 2013 are approximately $242.6 million over the next five years, which it expects to finance through the proceeds of the merger, additional issuances of equity, cash flow from operations and debt. All of Santa Maria Energy’s proved undeveloped reserves are expected to be developed over the next five years. See “Risk Factors—Risks Related to Santa Maria Energy—Approximately 86.4% of Santa Maria Energy’s total estimated proved reserves at October 31, 2013 were undeveloped, and those reserves may not ultimately be developed.”

Changes in Proved Reserves During the Year Ended December 31, 2012

The following table summarizes the changes in Santa Maria Energy’s estimated proved reserves during the year ended December 31, 2012 (in MBoe):

Proved Reserves, December 31, 2011	6,749
Extensions, Discoveries and Other Additions	—
Price and Performance Revisions	2,085
Sale of Reserves in Place	—
Production	(177	)
Proved Reserves, December 31, 2012	8,657

Santa Maria Energy realized an increase to proved developed producing reserves of 115 MBoe, a 6% increase, in the year ending December 31, 2012 compared to the year ended December 31, 2011. This increase was comprised of 532 MBbl, net of production, recognized as a result of the improved performance of Santa Maria Energy’s Orcutt Monterey and Orcutt Diatomite fields. The improved performance was driven by increased production response from increased levels of downhole maintenance. The increase to total reserves was offset by a reduction in natural gas reserves of 417 MBoe (2,510 MMcf). The reduction in natural gas reserves was due to a reclassification of the majority of the natural gas reserves to lease-use natural gas.

Additionally, Santa Maria Energy realized an increase to proved undeveloped reserves of 1,908 MBoe, 92% of the change in revisions, in the year ending December 31, 2012 compared to the year ending December 31, 2011. The difference was due to an increase of 2,388 MBoe to Orcutt Diatomite as a result of a change in planned well-spacing for undeveloped locations from 1/3 acre to 1/2 acre spacing, while planned well count remained unchanged. Orcutt Monterey total proved reserves were reduced 479 MBoe as a result of the determination that natural gas reserves previously recognized as proved are intended to be used as lease-use natural gas and should not be recognized as proved reserves.

No extensions, discoveries, other additions or sales of reserves in place were made during the year ended December 31, 2012 for the Orcutt Monterey and Orcutt Diatomite fields.

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Changes in Proved Reserves During the Year Ended December 31, 2011

The following table summarizes the changes in Santa Maria Energy’s estimated proved reserves during the year ended December 31, 2011 (in MBoe):

Proved Reserves, December 31, 2010	17,464
Extensions, Discoveries and Other Additions	—
Price and Performance Revisions	(10,548	)
Sale of Reserves in Place	—
Production	(167	)
Proved Reserves, December 31, 2011	6,749

Santa Maria Energy experienced a decrease of 9,597 MBoe, 91% of the total decrease in revisions, to proved undeveloped reserves in the year ending December 31, 2011 compared to the year ended December 31, 2010. This decrease was due to delays in the regulatory process within Santa Barbara County which potentially would create an environment prohibiting the development of those reserves within five years. Subsequently, experience has shown that this process could fall within the time limits established by California Public Resources Code § 21151.5 (lead agency guidelines state that the time limits should not exceed “one year for completing and certifying environmental impact reports”). The balance of the downward revision in reserves, 951 MBoe, was due to poor performance of the proved developed reserves.

No extensions, discoveries, other additions or sales of reserves in place were made during the year ended December 31, 2011 for the Orcutt Monterey and Orcutt Diatomite fields.

Acreage

The properties Santa Maria Energy owns are subject to royalty, overriding royalty and other outstanding interests customary to the industry. The properties may also be subject to additional burdens, liens or encumbrances customary to the industry, including items such as operating agreements, current taxes, development obligations under oil and natural gas leases, farm-out agreements and other restrictions. Santa Maria Energy does not believe that any of these burdens materially interfere with the use of the properties. There are no material contracts that impact Santa Maria Energy’s lease position other than the term of the leases.

The following table presents, by operating area, leased acres as of September 30, 2013:

	Developed				Undeveloped				Total
	Gross		Net		Gross		Net		Gross		Net
Orcutt-Diatomite and Monterey		4,024		3,841		—		—		4,024		3,841
NW Casmalia		—		—		8,772		8,682		8,772		8,682
Santa Maria Valley		—		—		1,674		1,004		1,674		1,004
Other		—		—		2,165		2,165		2,165		2,165
Total		4,024		3,841		12,611		11,851		16,635		15,692

Many of the leases comprising the undeveloped acreage set forth in the table above will expire at the end of their respective primary terms unless production from the leasehold acreage has been established prior to such date. Once production is established, the lease will remain in effect until the cessation of production. As of September 30, 2013, Santa Maria Energy had no leases scheduled to expire in 2013, 751 gross (743 net) acres scheduled to expire in 2014, 9,731 gross (8,412 net) acres scheduled to expire in 2015 and 2,374 gross (1,692 net) acres scheduled to expire in 2016. Santa Maria Energy has not attributed any proved undeveloped reserves to acreage that has an expiration date which precedes the scheduled date for proved undeveloped drilling.

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Production, Prices and Lifting Costs History

The following table presents information regarding Santa Maria Energy’s production volumes, oil sales, average sales price received and average lifting cost for the nine-month periods ended September 30, 2013 and 2012 and for the years ended December 31, 2010, 2011 and 2012. You should refer to “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Santa Maria Energy,” “Santa Maria Energy’s Business—Estimated Net Proved Reserves,” and “Santa Maria Energy’s Business—Production and Price History” in evaluating the data presented below and the data presented in the table on the following page:

The following table provides operating data for the periods indicated.

	Year Ended December 31,						Nine Months Ended September 30,
	2010		2011		2012		2012		2013
Production data:
Natural gas (MMcf)		—		—		—		—		63
Oil (MBbl)		124		132		140		109		89
Total combined production (MBoe)		124		132		140		109		100
Average daily combined production (Boed)		340		362		384		399		366
Average sales prices:
Natural gas (per Mcf)	$	—	$	—	$	—	$	—	$	1.97
Oil (per Bbl)	$	72.65	$	101.89	$	104.56	$	105.83	$	102.67
Combined average sales prices before effects of settled derivatives (per Boe) (1)	$	72.65	$	101.89	$	104.56	$	105.83	$	92.62
Combined average sales prices after effects of settled derivatives (per Boe) (1)	$	71.43	$	94.53	$	100.57	$	99.03	$	90.96
Average costs per Boe:
Lease operating costs	$	36.98	$	48.38	$	50.14	$	48.72	$	49.60
Production taxes	$	1.54	$	1.15	$	1.60	$	1.54	$	1.97
Depreciation, depletion and amortization	$	24.85	$	40.83	$	34.41	$	35.20	$	26.04
Accretion of asset retirement obligations	$	0.52	$	0.64	$	0.69	$	0.67	$	0.75
General and administrative	$	33.70	$	47.24	$	44.36	$	45.46	$	37.68

(1) Average sales prices shown reflect both of the before and after effects of Santa Maria Energy’s settled derivatives. Santa Maria Energy’s calculation of such effects includes realized gains or losses on settlements for commodity derivatives, which do not qualify for hedge accounting because Santa Maria Energy does not designate them as hedges.

Productive Wells

The following table sets forth information for Santa Maria Energy’s properties at September 30, 2013, relating to its productive wells in which it owns a working interest. Productive wells consist of producing wells and wells capable of production, thereby excluding injection wells. Gross wells are the total number of wells in which Santa Maria Energy has an interest, and net wells are the sum of Santa Maria Energy’s fractional working interests owned in the gross wells. Santa Maria Energy operates all of the wells in which it owns a working interest. Santa Maria Energy only has productive oil wells and no natural gas wells.

	Productive Oil Wells
	Gross		Net
Orcutt Diatomite		21		21
Orcutt Monterey		43		43
Total		64		64

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Drilling Activity

The following table presents Santa Maria Energy’s development and exploratory drilling activity for the last three full years and the first nine months of 2013. There is no correlation between the number of productive wells completed during any period and the aggregate reserves attributable to those wells. Productive wells consist of producing wells and wells capable of commercial production.

	Year Ended December 31,												Nine Months Ended September 30,
	2010				2011				2012				2013
	Gross		Net		Gross		Net		Gross		Net		Gross		Net
Development wells:
Productive		—		—		11.0		11.0		—		—		—		—
Non-productive		—		—		—		—		—		—		—		—
Total		—		—		11.0		11.0		—		—		—		—
Exploratory wells:														—		—
Productive		—		—		—		—		—		—		—		—
Non-productive		—		—		—		—		—		—		—		—
Total		—		—		—		—		—		—		—		—
Total:														—		—
Productive		—		—		11.0		11.0		—		—		—		—
Non-productive		—		—		—		—		—		—		—		—
Total		—		—		11.0		11.0		—		—		—		—

Much of the work associated with drilling, completing and connecting wells, including stimulating, logging and pipeline construction is performed by subcontractors, operating under Santa Maria Energy’s direction, who specialize in such operations, as is common in the industry. When judged advantageous, Santa Maria Energy acquires materials and services used in the development process through competitive bidding by approved vendors. Santa Maria Energy also directly negotiates rates and costs for services and supplies when conditions indicate that such an approach is warranted.

Santa Maria Energy’s focus over the last two years has been on obtaining regulatory approval for its Orcutt Diatomite 136-well project, which accounts for the lack of drilling activity during the last two years.

Operations

Oil and Natural Gas Sales

Oil Sales. Historically, Santa Maria Energy has sold its oil production to both third party marketers and major oil companies. Santa Maria Energy is currently able to sell all the oil that it produces under existing sales contracts. Existing sales agreements are evergreen contracts that are cancellable upon 30 days’ written notice, which is customary in the industry. Since October 2011, Santa Maria Energy has sold 100% of its oil production to Phillips 66.

Santa Maria Energy has two sales contracts with Phillips 66: one for its Diatomite production and another for its Monterey production. The calculation of the oil price for Santa Maria Energy’s Diatomite production is derived by taking the average of the Midway-Sunset posted prices for Chevron Products Company, ExxonMobil Corporation, Shell Trading (US) Company and Union 76 in effect for the month of delivery, with a deduction for transportation. The calculation of the oil price for Santa Maria Energy’s Monterey production is derived by taking the average of the Buena Vista posted prices for ChevronTexaco, ExxonMobil Corporation, Shell Trading (US) Company and Union 76 in effect for the month of delivery.

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Santa Maria Energy’s production is purchased by Phillips 66 and transported by truck. Phillips 66 contracts with a third-party to load, transfer and deliver Santa Maria Energy’s Diatomite and Monterey oil production. Ownership of the oil transfers to Phillips 66 at Phillips 66’s lease automatic custody transfer unit. Although Santa Maria Energy has sold all of its oil production to Phillips 66 since October 2011, and despite the value of Santa Maria Energy’s oil production to Phillips 66 , Santa Maria Energy cannot be certain that the commercial relationship with Phillips 66 will continue for the indefinite future, and Santa Maria Energy cannot be certain that Phillips 66’s refineries will not suffer significant down-time or be closed. If for any reason Phillips 66 is unable or unwilling to purchase Santa Maria Energy’s oil production, and Santa Maria Energy is unable to find alternative purchasers of its oil production, Santa Maria Energy’s business and results of operations would be adversely affected. Santa Maria Energy has no minimum volume delivery requirement under its contract with the first purchaser of its oil. Santa Maria Energy has in the past sold to other first purchasers, and Santa Maria Energy believes that those markets would likely be available in the future.

Oil represented 99% of Santa Maria Energy’s total equivalent net proved reserves as of October 31, 2013 and accounted for 89% of its production and 99% of its oil and natural gas revenue for the nine months ended September 30, 2013.

Natural Gas Sales. Historically, Santa Maria Energy has not sold its associated natural gas to third parties due to lack of an available market. Santa Maria Energy uses a portion of the Orcutt Monterey natural gas production to operate steam generators at the Orcutt Diatomite field. The natural gas produced from the Orcutt Monterey formation contains a number of contaminants, which must be removed prior to use as fuel for steam generation. Beginning in 2013, Santa Maria Energy located a third party interested in purchasing a limited quantity of produced natural gas. Santa Maria Energy cannot be certain that the commercial relationship with this third party will continue. If for any reason this third party is unable or unwilling to purchase Santa Maria Energy’s natural gas production, and Santa Maria is unable to find alternative purchasers of its natural gas production, Santa Maria Energy’s business and results of operations would not be adversely affected. Santa Maria Energy expects to be able to sell natural gas from its Monterey wells until additional natural gas requirements from the planned expansion at the Orcutt Diatomite field increase.

All costs associated with cleaning the natural gas are either shown as lease operating expenses for the Diatomite operation or reduction in the revenues of the natural gas sold to a third party. Until 2013, Santa Maria Energy did not report any natural gas sales in its financial statements.

Transportation and Gathering. Santa Maria Energy develops, owns and operates gathering systems in connection with its operations. Pipelines and related facilities can represent a significant portion of the capital costs for project developments, particularly in new areas located at a significant distance from existing third party pipelines or gathering systems. These costs are considered in Santa Maria Energy’s evaluation of its leasing, development and acquisition opportunities.

Oil and natural gas flow from the wellhead through the gathering system and into a tank battery, where the natural gas, oil and water are separated. The oil is stored in a stock tank, ready for shipment to third parties.

In connection with its 136-well project expansion, Santa Maria Energy intends to construct an oil pipeline from its Orcutt facility to a commercial pipeline that runs adjacent to its lease. The construction of the pipeline is expected to eliminate trucking costs and reduce air emissions. The pipeline is estimated to cost $1.5 million and is scheduled to be operational in the fourth quarter of 2014. Santa Maria Energy expects to eliminate $0.75 per Bbl of lease operating expenses when trucking of oil is eliminated.

Steam Generations and Operations. As of September 30, 2013, Santa Maria Energy uses one 26.5 MMbtu/hr steam generator, which produces between 1,100 and 1,200 Bspd and can provide volumes of steam for at least 20 wells. In connection with the Orcutt Diatomite project expansion, Santa Maria Energy plans to replace the existing pilot generator with two 85 MMbtu/hr generators. Santa Maria Energy expects that these two new generators will be able to support production activities in excess of 136 wells.

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All of the natural gas volume used as fuel for the steam generator at Orcutt is currently supplied from the Orcutt Monterey field production. In Orcutt, the produced oil, natural gas and water from the Monterey and Diatomite reservoirs are processed at a joint site but in different separation facilities. Produced water is re-injected into the Monterey reservoir through state-approved water injection wells. The oil is dehydrated to meet shipping standards.

The feedwater used in the steam generators is tertiary treated non-potable water from the Laguna County Sanitation District (“Laguna”) in Santa Maria, California, near Santa Maria Energy’s operations. Santa Maria Energy currently trucks the water from Laguna to the field, but in conjunction with its expansion of the Orcutt Diatomite field, Santa Maria Energy plans to construct an 8-mile water pipeline that will carry the tertiary water directly to the field. Under a public/private company arrangement, Santa Maria Energy will build the pipeline and ancillary facilities at its cost and then dedicate the infrastructure to Laguna. The estimated cost of this project is $8.0 million and it is expected to be completed in the fourth quarter of 2014.

Competition

Santa Maria Energy believes that its exploration, drilling and production capabilities and the experience of its management and professional staff generally enable it to compete effectively. Santa Maria Energy encounters competition from numerous other oil and natural gas companies, drilling and income programs and partnerships in all areas of operations, including drilling and marketing oil and natural gas and obtaining desirable oil and natural gas leases on producing properties. Many of these competitors possess more personnel and greater financial resources than Santa Maria Energy, which may enable them to identify and acquire desirable producing properties and drilling prospects more economically. Santa Maria Energy’s ability to explore for oil and natural gas prospects and to acquire additional properties in the future depends upon its ability to conduct operations, evaluate and select suitable properties and consummate transactions in this highly competitive environment. It is possible that international developments and improving economics for oil exploration may influence other companies to increase their domestic oil and natural gas exploration. Regardless, competition among companies for favorable prospects is expected to continue and, as a result, the cost of acquiring properties may increase in the future.

During 2012, the oil and natural gas industry experienced continued strong demand for drilling services and supplies, which resulted in increasing costs. Factors affecting competition in the industry include price, location of drilling, availability of drilling prospects and drilling rigs, pipeline capacity, quality of production and volumes produced. Santa Maria Energy believes that it can compete effectively in the industry in each of the listed areas. Nevertheless, Santa Maria Energy’s business, financial condition and results of operations could be materially adversely affected by competition. Santa Maria Energy also competes with other oil and natural gas companies as well as companies in other industries for the capital it needs to conduct its operations.

Title to Properties

Santa Maria Energy believes that it has satisfactory title to all of its producing properties under industry standards. As is customary in the industry, a preliminary title examination is conducted at the time the undeveloped properties are acquired. Prior to the commencement of drilling operations, a more in-depth title examination is conducted and remedial work is performed to cure any subsequently discovered defects in title that Santa Maria Energy deems significant. Individual properties may be subject to burdens that Santa Maria Energy believes do not materially interfere with the use or affect the value of the properties. Burdens on properties may include: customary royalty interests, liens incident to operating agreements and for current taxes, obligations or duties under applicable laws, development obligations under natural gas leases or net profits interests.

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Regulation

Regulation of the Oil and Natural Gas Industry

Santa Maria Energy’s operations are substantially affected by federal, state and local laws and regulations. In particular, oil production and related operations are, or have been, subject to price controls, taxes and numerous other laws and regulations. All of the jurisdictions in which Santa Maria Energy owns or operates producing oil and natural gas properties have statutory provisions regulating the exploration for and production of oil and natural gas, including provisions related to permits for the drilling of wells, bonding requirements to drill or operate wells, the location of wells, the method of drilling and casing wells, the surface use and restoration of properties upon which wells are drilled, sourcing and disposal of water used in the drilling and completion process, and the abandonment of wells. Santa Maria Energy’s operations are also subject to various conservation laws and regulations. These include regulations regarding the size of drilling and spacing units or proration units, the number of wells which may be drilled in an area, and the unitization or pooling of oil or natural gas wells, as well as regulations that generally prohibit the venting or flaring of natural gas, and impose certain requirements regarding the ratability or fair apportionment of production from fields and individual wells.

Failure to comply with applicable laws and regulations can result in substantial penalties. The regulatory burden on the industry increases the cost of doing business and affects profitability. Although Santa Maria Energy believes it is in substantial compliance with all applicable laws and regulations, such laws and regulations are frequently amended or reinterpreted. Therefore, Santa Maria Energy is unable to predict the future costs or impact of compliance. Additional proposals and proceedings that affect the oil and natural gas industry are regularly considered by Congress, the states and the courts. Santa Maria Energy cannot predict when or whether any such proposals may become effective.

Santa Maria Energy believes it is in substantial compliance with currently applicable laws and regulations and that continued substantial compliance with existing requirements will not have a material adverse effect on its financial position, cash flows or results of operations. However, current regulatory requirements may change, currently unforeseen environmental incidents may occur or past non-compliance with environmental laws or regulations may be discovered.

Regulation of Production of Oil and Natural Gas. The production of oil and natural gas is subject to regulation under a wide range of local, state and federal statutes, rules, orders and regulations. Federal, state and local statutes and regulations require permits for drilling operations, drilling bonds and reports concerning operations. Santa Maria Energy owns interests in properties located onshore in California. This state regulates drilling and operating activities by requiring, among other things, permits for the drilling of wells and indemnity bonds in order to drill or operate wells. The state also regulates the location of wells, the method of drilling and casing wells, the surface use and restoration of properties upon which wells are drilled, the plugging and abandonment of wells, the amount of emissions that are permitted and underground injection activities. There are also specific laws that govern a number of environmental and conservation matters, including the protection of sensitive habitat and endangered species, the handling and disposing or discharge of waste materials, the size of drilling and spacing units or proration units and the density of wells that may be drilled, the unitization and pooling of oil and natural gas properties and the maximum rates of production from oil and natural gas wells.

The failure to comply with these rules and regulations can result in substantial penalties. Santa Maria Energy’s competitors in the oil and natural gas industry within California are generally subject to the same regulatory requirements and restrictions that affect Santa Maria Energy’s operations.

Various states impose severance taxes on oil extraction activities. California does not currently impose a severance tax but attempts to impose such a tax have been introduced in the past.

Regulation of Transportation and Sales of Oil. Sales of oil are not currently regulated and are made at negotiated prices. Nevertheless, Congress could reenact price controls in the future.

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Santa Maria Energy’s oil sales are affected by the availability, terms and cost of transportation. The transportation of oil in common carrier pipelines is also subject to rate regulation. FERC regulates interstate oil pipeline transportation rates under the Interstate Commerce Act, and intrastate oil pipeline transportation rates are subject to regulation by state regulatory commissions. The basis for intrastate oil pipeline regulation, and the degree of regulatory oversight and scrutiny given to intrastate oil pipeline rates, varies from state to state. Insofar as effective interstate and intrastate rates are equally applicable to all comparable shippers, Santa Maria Energy believes that the regulation of oil transportation rates will not affect its operations in any materially different way than such regulation will affect the operations of its competitors.

Further, interstate and intrastate common carrier oil pipelines must provide service on a non-discriminatory basis. Under this open access standard, common carriers must offer service to all shippers requesting service on the same terms and under the same rates. When oil pipelines operate at full capacity, access is governed by prorationing provisions set forth in the pipelines’ published tariffs. Accordingly, Santa Maria Energy believes that access to oil pipeline transportation services generally will be available to it to the same extent as to its competitors.

Regulation of Environmental and Occupational Safety and Health Matters

Santa Maria Energy’s oil and natural gas exploration and production operations are subject to numerous stringent federal, regional, state and local statutes and regulations governing occupational safety and health, the discharge of materials into the environment or otherwise relating to environmental protection, some of which carry substantial administrative, civil and criminal penalties for failure to comply.

These laws and regulations may require the acquisition of a permit before drilling or other regulated activity commences, restrict the types, quantities and concentrations of various substances that can be released into the environment in connection with drilling, production and transporting through pipelines, govern the sourcing and disposal of water used in the drilling and completion process, limit or prohibit drilling activities in certain areas and on certain lands lying within wilderness, wetlands, frontier and other protected areas, require some form of remedial action to prevent or mitigate pollution from former operations, such as plugging abandoned wells or closing earthen pits, establish specific safety and health criteria addressing worker protection and impose substantial liabilities for pollution resulting from operations or failure to comply with regulatory filings. In addition, these laws and regulations may restrict the rate of production.

The following is a summary of the more significant existing environmental and occupational health and safety laws and regulations, as amended from time to time, to which Santa Maria Energy’s business operations are subject and for which compliance may have a material adverse impact on Santa Maria Energy’s capital expenditures, results of operations or financial position.

National Environmental Policy Act. Natural gas and oil exploration and production activities on federal lands are subject to the National Environmental Policy Act (“NEPA”). NEPA requires federal agencies, including the Departments of Interior and Agriculture, to evaluate major agency actions having the potential to significantly impact the environment. In the course of such evaluations, an agency prepares an Environmental Assessment to evaluate the potential direct, indirect and cumulative impacts of a proposed project. If impacts are considered significant, the agency will prepare a more detailed environmental impact study that is made available for public review and comment. This environmental impact assessment process has the potential to delay or limit, or increase the cost of, the development of natural gas and oil projects. Authorizations under NEPA also are subject to protest, appeal or litigation, which can delay or halt projects.

Waste Handling. The Resource Conservation and Recovery Act (“RCRA”) and comparable state statutes, regulate the generation, transportation, treatment, storage, disposal and cleanup of hazardous and non-hazardous wastes. Under the auspices of the EPA, the individual states administer some or all of the provisions of RCRA, sometimes in conjunction with their own, more stringent requirements. Drilling fluids, produced waters and most

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of the other wastes associated with the exploration, development and production of oil or natural gas are currently regulated under RCRA’s non-hazardous waste provisions. However, it is possible that certain oil and natural gas exploration and production wastes now classified as non-hazardous could be classified as hazardous wastes in the future. Any such change could result in an increase Santa Maria Energy’s costs to manage and dispose of wastes, which could have a material adverse effect on its results of operations and financial position. Also, in the course of its operations, Santa Maria Energy generates some amounts of ordinary industrial wastes, such as paint wastes, waste solvents and waste oils that may be regulated as hazardous wastes.

Water Discharges. The Federal Water Pollution Control Act, or the Clean Water Act, and analogous state laws, impose restrictions and strict controls with respect to the discharge of pollutants, including spills and leaks of oil and other substances, into waters of the United States. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency. The Clean Water Act also imposes spill prevention, control and countermeasure requirements, including requirements for appropriate containment berms and similar structures to help prevent the contamination of navigable waters in the event of a petroleum hydrocarbon tank spill, rupture or leak. Federal and state regulatory agencies can impose administrative, civil and criminal penalties for non-compliance with discharge permits or other requirements of the Clean Water Act and analogous state laws and regulations.

The primary federal law for oil spill liability is the Oil Pollution Act (“OPA”), which establishes a variety of requirements pertaining to oil spill prevention, containment and cleanup. OPA applies to vessels, offshore facilities and onshore facilities, including exploration and production facilities that may affect waters of the United States. Under OPA, responsible parties, including owners and operators of onshore facilities, are required to develop and implement plans for preventing and responding to oil spills and, if a spill occurs, may be subject to oil cleanup costs and natural resource damages as well as a variety of public and private damages that may result from the spill.

Comprehensive Environmental Response, Compensation and Liability Act. The Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), also known as the Superfund Law, imposes joint and several liability, without regard to fault or legality of conduct, on classes of persons who are considered to be responsible for the release of a hazardous substance into the environment. These “potentially responsible parties” include the current and past owner or operator of the site where the release occurred, and anyone who disposed or arranged for the disposal of a hazardous substance released at the site. Under CERCLA, such persons may be subject to joint and several liability for the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. In addition, it is not uncommon for neighboring landowners and other third-parties to file claims for personal injury and property damage allegedly caused by the hazardous substances released into the environment.

Santa Maria Energy currently owns, leases or operates numerous properties that have been used for oil and natural gas exploration and production for many years. Although Santa Maria Energy believes that it has utilized operating and waste disposal practices that met or exceeded industry standards, hazardous substances, wastes or hydrocarbons may have been released on or under the properties owned or leased by Santa Maria Energy, or on or under other locations, including off-site locations, where such substances have been taken for disposal. Some of Santa Maria Energy’s properties have been in operation for over 100 years and were operated by third parties or by previous owners or operators whose treatment and disposal of hazardous substances, wastes or hydrocarbons were not under Santa Maria Energy’s control, and there is a strong likelihood that spills or releases have occurred in the past. These properties and the substances disposed or released on them may be subject to CERCLA, RCRA and analogous state laws. Under such laws, Santa Maria Energy could be required to remove previously disposed substances and wastes, remediate contaminated property or perform remedial plugging or pit closure operations to prevent future contamination.

Air Emissions. The Clean Air Act, and comparable state laws, regulates emissions of various air pollutants through air emissions permitting programs and the imposition of other requirements. In addition, the EPA has

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developed, and continues to develop, stringent regulations governing emissions of toxic air pollutants at specified sources. States can impose air emissions limitations that are more stringent than the federal standards imposed by the EPA, and California air quality laws and regulations are in many instances more stringent than comparable federal laws and regulations. Federal and state regulatory agencies can impose administrative, civil and criminal penalties for non-compliance with air permits or other requirements of the federal Clean Air Act and associated state laws and regulations. State regulatory requirements relating to air emissions are particularly stringent in southern California.

Climate Change. Santa Maria Energy’s thermal projects involve the use of steam generators that emit GHGs and other emissions. Recent and future environmental regulations, including federal and state restrictions on GHGs that have been or may be passed in response to climate change concerns, may increase Santa Maria Energy’s operating costs and also reduce the demand for the oil it produces. The EPA adopted the so-called “Tailoring Rule” in May 2010, which imposes permitting and best available control technology requirements on the largest GHG stationary sources, in addition to certain reporting requirements.

In addition, California has taken statutory measures to reduce emissions of GHGs, primarily through the implementation of a cap and trade program. In 2006, the State of California adopted the California Global Warming Solutions Act of 2006 (“AB 32”). AB 32 required the CARB to establish and adopt regulations that will achieve an overall statewide reduction in GHG emissions to return to 1990 levels by 2020. In October 2011, the CARB adopted the final cap and trade regulation. Because Santa Maria Energy’s operations emit GHGs, primarily from the combustion of natural gas in steam generators used in the enhanced oil recovery process, its operations are subject to the regulations issued under AB 32. These regulations will increase costs of operations and may adversely affect operating results. Santa Maria Energy will be required to purchase and surrender allowances and/or offsets on an annual basis as a covered entity in the cap and trade program.

California Senate Bill 97 (“SB 97”), signed in August 2007, acknowledges that climate change is an important environmental issue that requires analysis under the California Environmental Quality Act (“CEQA”). Pursuant to SB 97 and implementing amendments to CEQA guidelines, which became effective March 18, 2010, public agencies are required to analyze impacts of GHG emissions and make determinations of significance for projects subject to CEQA. Locally, Santa Barbara County and the Santa Barbara Air Pollution Control District have not adopted formal significance thresholds applicable to GHG emissions for new projects requiring CEQA review. However, Santa Barbara County has applied an interim threshold of 10,000 MTC. This will require Santa Maria Energy to purchase offsets in addition to those required by the state’s cap and trade program to fulfill its requirements to Santa Barbara County under CEQA. This will result in additional operating costs and may adversely affect operating results.

Well Stimulation. On September 20, 2013, California Governor Jerry Brown approved Senate Bill 4 (“SB 4”), which imposes requirements on oil and natural gas well operators and suppliers with respect to certain well stimulation techniques, including hydraulic fracturing and acid well stimulation treatment. SB 4 requires well operators to apply for a permit from the State of California’s Division of Oil, Gas & Geothermal Resources before performing or repeating any well stimulation treatments. The Division, in consultation with various agencies, including the State of California’s Department of Toxic Control Substances and the Department of Resources Recycling and Recovery, must adopt rules and regulations specific to well stimulation treatments on or before January 1, 2015. The rules and regulations will require full disclosure of the composition and disposition of the well stimulation fluids, including a detailed list of the well stimulation fluid’s chemical composition, in addition to landowner notification and groundwater and air quality monitoring. While Santa Maria Energy does not employ the hydraulic fracturing technique, it may use other well stimulation techniques regulated by SB 4 in its Monterey operations. SB 4 establishes additional levels of regulation at the state level that could lead to operational delays and increased operating costs, which delays could be more pronounced prior to the adoption of the final rules and regulations. The adoption of legislation and/or regulations at the federal and local level could impose further chemical disclosure or other regulatory requirements that would increase costs of Santa Maria Energy’s operations and cause additional delays in acquiring regulatory approvals to drill and complete wells.

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Underground Injection Control. Santa Maria Energy’s underground injection operations are subject to the federal Safe Drinking Water Act, as well as analogous state laws and regulations. Under Part C of the Safe Drinking Water Act, the EPA established the Underground Injection Control program, which established the minimum program requirements for state programs regulating underground injection activities. The Underground Injection Control program includes requirements for permitting, testing, monitoring, recordkeeping and reporting of injection well activities, as well as a prohibition against the migration of fluid containing any contaminant into underground sources of drinking water. Federal and state regulations require Santa Maria Energy to obtain a permit from applicable regulatory agencies to operate its underground injection wells. Santa Maria Energy believes it has obtained or will obtain the necessary permits from these agencies for its underground injection wells and that it is in substantial compliance with permit conditions and applicable federal and state rules with regards to its existing operations. Nevertheless, these regulatory agencies have the general authority to suspend or modify one or more of these permits if continued operation of one of the underground injection wells is likely to result in pollution of freshwater, the substantial violation of permit conditions or applicable rules, or leaks to the environment. Although Santa Maria Energy monitors the injection process of its wells, any leakage from the subsurface portions of the injection wells could cause degradation of groundwater resources, to the extent present, potentially resulting in cancellation of well operations, issuance of fines and penalties from governmental agencies, incurrence of expenditures for remediation and imposition of liability by third parties for property damages and personal injuries.

OSHA. Santa Maria Energy is also subject to the requirements of the federal Occupational Safety and Health Act, as amended (“OSHA”), and comparable state laws that regulate the protection of the health and safety of employees. In addition, OSHA’s hazard communication standard, the Emergency Planning and Community Right to Know Act and implementing regulations and similar state statutes and regulations require that information be maintained about hazardous materials used or produced in Santa Maria Energy’s operations and that this information be provided to employees, state and local government authorities and citizens. Santa Maria Energy believes that its operations are in substantial compliance with the applicable worker health and safety requirements.

Endangered Species Act. The federal Endangered Species Act (“ESA”) and the California Endangered Species Act (“CESA”) protect species threatened with possible extinction. Such laws and related regulations may have the effect of prohibiting or delaying Santa Maria Energy from obtaining drilling permits and may impose restrictions on pipeline or road building and other facility or construction activities in areas containing the affected species or their habitats. Several species indigenous to Santa Barbara County, California, including the California Tiger Salamander, Vernal Pool Fairy Shrimp, California Red Legged Frog and/or their habitat, all of which are protected under ESA and CESA, have been identified on Santa Maria Energy’s properties. As a result, Santa Maria Energy’s development plans may be impacted because it is required to avoid these areas or the project costs could be increased because it is required to purchase suitable off-site mitigation lands to compensate for its development impacts.

California Environmental Quality Act. CEQA requires that public agencies refrain from approving projects with significant adverse environmental impacts if there are feasible alternatives or mitigation measures that can substantially reduce or avoid those impacts. Within Santa Barbara County, the exploration and production of oil and natural gas resources using enhanced oil recovery processes, including steam injection, requires discretionary review and analysis under CEQA depending on the scale or location of development. The discretionary review process is lengthy and may require considerable mitigation efforts in order to eliminate or minimize potential impacts to county resources that could adversely affect Santa Maria Energy’s ability to operate its facilities in a profitable manner. Delays in obtaining regulatory approvals, drilling permits, the failure to obtain a drilling permit for a well or the receipt of a permit with unreasonable conditions or costs could have a material adverse effect on Santa Maria Energy’s ability to explore on or develop its properties.

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Employees

As of September 30, 2013, Santa Maria Energy had 27 employees. Santa Maria Energy’s engineers, supervisors and field technicians are responsible for the day-to-day operations of wells and some pipeline systems. In addition, Santa Maria Energy hires contractors from time to time to perform drilling, logging and pipeline construction functions at drilling sites, with its employees supervising the activities of the contractors. Santa Maria Energy’s employees are not covered by a collective bargaining agreement. Santa Maria Energy offers competitive benefits and salaries, and generally enjoys good employee relations.

Operating Hazards and Insurance

Santa Maria Energy’s exploration and production operations include a variety of operating risks, including, but not limited to, the risk of fire, explosions, blowouts, cratering, pipe failure, casing collapse, abnormally pressured formations and environmental hazards such as oil and natural gas leaks, ruptures and discharges of oil and natural gas. The occurrence of any of these could result in substantial losses due to injury and loss of life, severe damage to and destruction of property, natural resources and equipment, pollution and other environmental damage, clean-up responsibilities, regulatory investigation and penalties and suspension of operations. Santa Maria Energy’s pipeline, gathering and distribution operations are subject to the many hazards inherent in the industry. These hazards include damage to wells, pipelines and other related equipment, damage to property caused by hurricanes, earthquakes, floods, fires and other acts of God, inadvertent damage from construction equipment, leakage of oil and natural gas, fires and explosions and other hazards that could also result in personal injury and loss of life, pollution and suspension of operations.

Any significant problems related to Santa Maria Energy’s facilities could adversely affect its ability to conduct its operations. In accordance with customary industry practice, Santa Maria Energy maintains insurance against some, but not all, potential risks; however, there can be no assurance that such insurance will be adequate to cover any losses or exposure for liability. The occurrence of a significant event not fully insured against could materially adversely affect Santa Maria Energy’s operations and financial condition. Santa Maria Energy cannot predict whether insurance will continue to be available at premium levels that justify Santa Maria Energy’s purchase or whether insurance will be available at all.

Legal Proceedings

On September 25, 2012, the Santa Barbara Air Pollution Control District (the “APCD”) issued to Santa Maria Energy, LLC a Notice of Violation (“NOV”) for violation of certain conditions under its Authority to Construct/Permit to Operate, which resulted in excess emissions in 2011 and 2012. A settlement has been reached with APCD. Per the terms of the agreement with APCD, payment of a settlement amount of $225,000 is due July 1, 2014.

Santa Maria Energy expects to be involved in non-material legal or governmental proceedings with regards to ordinary routine matters incidental to its business. While the ultimate outcome and impact of any proceeding cannot be predicted with certainty, Santa Maria Energy’s management believes that the resolution of its pending proceedings will not have a material adverse effect on its financial condition or results of operations.

Facilities

Santa Maria Energy currently leases 36,000 square feet of office space in Santa Maria, California, where its principal offices are located. On May 18, 2011, Santa Maria Energy entered into a five-year office space lease agreement with the Pope Group, LLC (“Pope Group”), a related party, which expires on June 1, 2016. Three of the managers of Santa Maria Energy (David Pratt, William Dell’Orfano and Ramon Elias) are partial beneficial owners of the Pope Group. In connection with the lease, Santa Maria Energy paid $100,000 for the option to purchase the property during the period of June 1, 2012 through May 31, 2017. Total office space lease payments to the Pope Group were $259,200 for the year ended December 31, 2012.

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In addition, Santa Maria Energy owns/leases other, less significant, office space in locations where staff are located. Santa Maria Energy believes that its office facilities are adequate for its current needs and that additional office space can be obtained if necessary.

Executive Officers and Managers

Set forth below are the names, ages as of September 30, 2013 and positions with Santa Maria Energy of the persons who serve Santa Maria Energy as a member of the board of managers or executive officer.

Name	Age	Position
David Pratt	56	President and Manager
Ramon Elias	63	VP—Reservoir Engineering and Manager
Kevin McMillan	55	VP—Finance & Administration
Beth Marino	44	VP—Legal & Corporate Affairs and Secretary
Kevin Yung	37	VP—Operations
Charles Yates III	45	Manager
David Iverson	48	Manager
William Boss	69	Manager
William Dell’Orfano	69	Manager
John Piedmonte, Jr.	68	Manager
Richard R. Powell Jr.	59	Manager
Michael Prats	87	Manager

David Pratt has served as President and as a manager of Santa Maria Energy and its predecessor, Santa Maria Pacific, LLC, since 2008. Prior to service in these roles with Santa Maria Energy, Mr. Pratt worked in a variety of positions in the oil and natural gas industry that included work as a field laborer in Alaska’s Prudhoe Bay Field; Vice President of Corporate Development for Global Natural Resources, Inc, a NYSE-listed company that was ultimately acquired by Devon Energy Corporation following a series of transactions; and President and director of Galvest, Inc., a NASDAQ listed company that was acquired by Primenergy, LLC. In the fourteen years immediately preceding 2008, Mr. Pratt provided turnaround management services to several companies, serving as president of two companies, conducting an out-of-court workout in one instance and a complete reorganization pursuant to Chapter 11 of the Bankruptcy Code in another. He graduated from the University of Texas at Austin in 1980 with a Bachelors of Business Administration. It is anticipated that Mr. Pratt will serve on Santa Maria Energy Corporation’s board of directors as well as its Chief Executive Officer. Mr. Pratt’s expertise in financial matters and the oil and natural gas industry, as well as his experience in as president of several companies contributed to the conclusion that he should serve as a director of Santa Maria Energy Corporation.

Ramon Elias has served as Vice President of Reservoir Engineering and as a manger of Santa Maria Energy and its predecessor from its inception in December 2002. He also serves as the managing member of both Wildcat Group and Odalmira A. Elias Family LLC, which manages several oil and natural gas properties and holdings. Prior to joining Santa Maria Energy, Mr. Elias was the owner of Ray Elias & Associates petroleum engineering consultants beginning in September 1995. He served in various positions with several oil and natural gas companies, including Texaco and Enercap Corporation, since January 1973. Mr. Elias received a Bachelors of Science degree in Mechanical Engineering from the University of Arizona in 1972.

Kevin D. McMillan has served as Vice President of Finance and Administration of Santa Maria Energy since October 2010. Prior to joining Santa Maria Energy, Mr. McMillan served as Senior Vice President at Intermarket Management LLC from September 2003 to April 2010, focusing on raising capital for small energy-related companies. During his time at Intermarket, Mr. McMillan worked on a number of capital market transactions from Libya to Nebraska on oil and natural gas transactions, both upstream and downstream, as well as alternative energy transactions involving ethanol, bio-diesel, re-refiners, fuel cells, gas storage and others. From 2001 to 2003, Mr. McMillan was the Chief Financial Officer of Ascent Energy, Inc., an early-stage E&P company. From 1998 to 2001, Mr. McMillan was the Chief Financial Officer for two start-up E&P companies,

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one with assets in Georgia and Azerbaijan. Prior to this, Mr. McMillan spent sixteen years at United Meridian Corporation, where he last held the position of Vice President - Treasurer. At United Meridian Corporation, Mr. McMillan was involved in over $1 billion in revolving credit agreements, $500 million in equity placements, $3.5 billion in M&A transactions, and $125 million in asset divestitures. The transactions in which Mr. McMillan was involved covered both domestic and foreign assets and included both public and private transactions. Mr. McMillan started his career as an Auditor at Ernst & Young, LLP, also worked for Arthur Andersen & Co., and received a B.B.A. in Accounting from the University of Notre Dame in 1980.

Beth A. Marino has served as Vice President of Legal & Corporate Affairs and Secretary of Santa Maria Energy since 2011. She was formerly a partner in the San Luis Obispo office of Andre, Morris & Buttery from 2002 to 2011 where she was a member of the Business and Real Estate Transactions and Employment Law Groups. While at Andre, Morris & Buttery, Ms. Marino’s practice concentrated on mergers and acquisitions, business entity formation and operations, employment law, environmental law, financing transactions and real property transfers. Prior to joining Andre, Morris & Buttery, Ms. Marino was an associate with Keesal, Young & Logan in its Long Beach office where she practiced in its Corporate & Real Estate and Employment Law Groups. She has previously served as Director, Board Chair and Board Counsel for the San Luis Obispo Chamber of Commerce from 2004 to 2009 and Board Member of the Prado Day Center from 2009 to 2011. Ms. Marino received her Bachelors of the Arts in Political Science from the University of Colorado at Boulder in 1992 and her Juris Doctorate from the University of San Diego School of Law in 1997.

Kevin Yung became Vice President of Operations for Santa Maria Energy in June 2013. Prior to his current position he served as the Interim Vice President-Operations & Production Manager from December 2012 to June 2013. Since joining Santa Maria Energy in November 2006, Mr. Yung worked as Production Manager from March 2012 to November 2012, Manager of Project Development from January 2011 to February 2012 and Manager of Production from November 2006 to April 2011. Prior to November 2006, Mr. Yung worked for more than eight years in various process and production engineering as well as project management roles in the glass, steel and food and beverage industries. Mr. Yung received a Bachelor of Science degree in Chemical Engineering from Case Western Reserve University in 1999. He also received a Master of Business Administration degree from the University of Pittsburgh in 2007.

Charles W. “Chuck” Yates III has served as a manager of Santa Maria Energy since December 2008. Mr. Yates is a partner for Kayne Anderson Capital Advisors (“Kayne Anderson”) where he is responsible for the origination and execution of private equity transactions in the energy industry. Prior to joining Kayne Anderson in March 2001, Mr. Yates was Senior Vice President and head of the Power Technology Group at Stephens Inc., an integrated merchant and investment bank. During his career, Mr. Yates has participated in more than 65 private equity transactions. A member of Phi Beta Kappa, Mr. Yates received his Bachelor of the Arts, magna cum laude, in 1991 and his Masters in Business Administration in 1994 from Rice University. It is anticipated that Mr. Yates will serve on Santa Maria Energy Corporation’s board of directors. Mr. Yates’s expertise in the oil and gas industry as well as his experience with acquisitions and his financial acumen contributed to the conclusion that he should serve as a director of Santa Maria Energy Corporation.

J. David Iverson has served as a manager of Santa Maria Energy since December 2008. Mr. Iverson is a Managing Director for Kayne Anderson where he focuses on identifying investment opportunities as part of Kayne Anderson’s emphasis on energy transactions. Prior to joining Kayne Anderson in 2006, Mr. Iverson was a Senior Vice President of NSAI. Mr. Iverson began his career in the oil and gas industry in 1988 with ARCO Oil & Gas Company and later Vastar Resources, Inc. Mr. Iverson received his Bachelor of Science degree in Chemical Engineering, magna cum laude, in 1988 from the University of Tulsa and his Masters in Business Administration in 1994 from the University of Houston. It is anticipated that Mr. Iverson will serve on Santa Maria Energy Corporation’s board of directors. Mr. Iverson’s expertise in the finance and oil and gas industries contributed to the conclusion that he should serve as a director of Santa Maria Energy Corporation.

Richard “Ray” Powell Jr. has served as chairman of the board of managers of Santa Maria Energy since 2011. Mr. Powell has served as a manager of Santa Maria Energy since 2008. Mr. Powell co-founded Santa

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Maria Energy’s predecessor, Santa Maria Pacific, LLC, in 2002 with Ramon Elias and Michael Prats. Mr. Powell currently holds interests in and serves as a director of several private companies owning and managing commercial real estate and oil and natural gas holdings. Mr. Powell was President and Chief Executive Officer of Shield Petroleum Inc., the parent company of Reata Oil and Gas Corp. from 1982 to 1994. Shield Petroleum Inc. drilled, developed and operated oil and natural gas projects in which several publicly held oil and natural gas corporations participated. Prior to serving as Vice President and then President of Shield Petroleum Inc., Mr. Powell ran an oil and oil products transportation and trading company that purchased and sold petroleum products from Mobil Oil Corporation (Texas), the Chemplex refinery (Iowa), Northern Petrochemical refinery (Illinois), and Brown and Root Corporation (Houston), among others. Mr. Powell received bachelor and masters degrees from Texas A&M University. It is anticipated that Mr. Powell will serve on Santa Maria Energy Corporation’s board of directors. Mr. Powell’s expertise in the oil and natural gas industry as well as his experience with the operations and history of Santa Maria Energy contributed to the conclusion that he should serve as a director of Santa Maria Energy Corporation.

Messrs. Boss, Dell’Orfano, Elias, Piedmonte and Prats will not be managers of Santa Maria Energy or directors of Santa Maria Energy Corporation following the merger.

Compensation Discussion and Analysis of Santa Maria Energy Prior to the Merger

This section discusses the principles underlying Santa Maria Energy’s policies and decisions with respect to the compensation of its named executive officers and the principal factors relevant to an analysis of these policies and decisions. Santa Maria Energy’s “named executive officers” with respect to its 2012 fiscal year were as follows:

• David Pratt, President

• Ramon Elias, Vice President of Reservoir Engineering

• Kevin McMillan, Vice President of Finance and Administration

• Beth Marino, Vice President of Legal and Corporate Affairs and Secretary

• Kevin Yung, Vice President of Operations

Specifically, this section provides an overview of Santa Maria Energy’s executive compensation philosophy, the overall objectives of its executive compensation program and each compensation component that Santa Maria Energy provides. Each of the key elements of Santa Maria Energy’s executive compensation program is discussed in more detail below. The following discussion and analysis of compensation arrangements of Santa Maria Energy’s named executive officers should be read together with the compensation tables and related disclosures set forth below.

Executive Summary

Compensation for Santa Maria Energy’s named executive officers consists primarily of the elements, and their corresponding objectives, identified in the following table.

Compensation Element	Primary Objective
Base Salary	To recognize performance of job responsibilities and to attract and retain individuals with superior talent.
Annual Cash Incentive Award	To promote Santa Maria Energy’s short-term performance objectives and reward individual contributions to the achievement of those objectives.
Discretionary Long-Term Equity Incentive Awards	To emphasize Santa Maria Energy’s long-term performance objectives, encourage the maximization of unitholder value and retain key executives by providing an opportunity to participate in the long-term appreciation in value of Santa Maria Energy.

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To serve the foregoing objectives, Santa Maria Energy’s overall compensation program is generally designed to be flexible and complementary, rather than purely formulaic. In alignment with the objectives set forth above, Santa Maria Energy’s board of managers has generally determined the overall compensation of Santa Maria Energy’s named executive officers and its allocation among the elements described above, relying on input from Santa Maria Energy’s management team.

Santa Maria Energy’s compensation decisions for the named executive officers in 2012, including each of the key elements of its executive compensation program, are discussed in more detail below.

Determination of Compensation

Roles of the Board of Managers and President in Compensation Decisions. During fiscal year 2012, the Santa Maria Energy board of managers and compensation committee, in conjunction with its President, were responsible for overseeing Santa Maria Energy’s executive compensation program, as well as determining and approving the compensation arrangements for the named executive officers. The Santa Maria Energy board of managers and President met periodically as necessary throughout the year to review adjustments to the compensation, including base salary, annual bonus and long-term equity awards, for Santa Maria Energy’s named executive officers.

Santa Maria Energy’s President evaluates the individual performance and contributions of each other named executive officer and reports to the Santa Maria Energy board of managers and compensation committee his determinations regarding the other named executive officers’ compensation. Santa Maria Energy’s President does not participate in any formal discussion with the Santa Maria Energy board of managers and compensation committee regarding decisions on his own compensation and recuses himself from meetings when his compensation is discussed.

Santa Maria Energy does not generally rely on formulaic guidelines for determining types and levels of compensation, but rather maintains a flexible compensation program that allows Santa Maria Energy to adapt components and levels of compensation to motivate, reward and retain individual named executive officers for the attainment of financial and operational goals. In making compensation determinations, the Santa Maria Energy board of managers and compensation committee consider each named executive officer’s responsibilities, experience, skills and contributions to Santa Maria Energy’s overall performance, as well as Santa Maria Energy’s need to retain and incentivize the named executive officer.

Executive Compensation Philosophy and Objectives

Santa Maria Energy strives to attract and retain highly qualified executives in a competitive industry. Accordingly, Santa Maria Energy structures its executive officer compensation programs to provide competitive base salaries and benefits to attract and retain superior employees, as well as incentive compensation to motivate, incentivize and reward executive officers for attaining financial, operational, individual and other goals that are consistent with company performance. Santa Maria Energy also believes that its executive compensation program should include a long-term incentive component that aligns executives’ interests with its unitholders’ interests.

Santa Maria Energy views each component of its executive compensation program as related but distinct, and has historically reassessed the total compensation of its named executive officers to ensure that Santa Maria Energy’s overall compensation objectives are met. Santa Maria Energy has considered, but not relied upon exclusively, the following factors in determining the appropriate level for each compensation component: its recruiting and retention goals; its view of internal equity and consistency; the length of service of its executive officers; its overall operational and financial performance; and other relevant considerations.

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Elements of Executive Compensation Program

The following discussion describes the primary components of Santa Maria Energy’s executive compensation program for each of its named executive officers, the rationale for each component and how compensation amounts are determined.

Base Salary. Santa Maria Energy provides its named executive officers with a base salary to compensate them for services rendered to Santa Maria Energy during the fiscal year. Generally, initial base salaries are established based on consideration of, among other factors, the scope of the named executive officer’s responsibilities and the named executive officer’s experience and expertise. Thereafter, the base salaries of Santa Maria Energy’s named executive officers have been reviewed periodically by the compensation committee, board of managers and/or President and merit salary increases have been made as appropriate based on an executive officer’s responsibilities, individual contribution, prior experience and sustained performance, or other factors determined to be relevant by the compensation committee, board of managers or President.

The base salaries for Santa Maria Energy’s named executive officers during 2012 are set forth in the following table:⁽¹⁾

Name	Original 2012 Base Salary		2012 Base Salary, As Reduced
David Pratt	$	300,000	$	200,000
Kevin McMillan	$	300,000	$	240,000
Beth Marino	$	225,000	$	202,500
Kevin Yung	$	192,000	$	182,400
Ramon Elias	$	300,000	$	150,000

(1) During 2012, Kevin Yung was promoted to Interim Vice President—Operations and subsequently to Vice President—Operations in 2013. In conjunction with the promotion in 2012, Mr. Yung was given a $12,000 annual pay increase. Also during 2012, the named executive officers agreed to voluntary salary reductions beginning in August 2012 or October 2012, as applicable. Santa Maria Energy’s President, David Pratt, had his annual pay reduced to $240,000 in August 2012 and then subsequently further reduced to $200,000 in October 2012. All the other named executive officers, other than Ramon Elias, had their annual pay reduced in October 2012 to the 2012 Base Salaries, As Reduced, noted above. Mr. Elias’ base salary was voluntarily reduced in 2012 in connection with a voluntary reduction in his duties and level of services provided to Santa Maria Energy.

In connection with the merger, the compensation committee of Santa Maria Energy’s board of managers has approved discretionary payments to each of its named executive officers, other than Mr. Elias, in order to compensate the executive officers for these voluntary salary reductions. The amount of such payments will be determined based on the amount of the executive’s forgone base salary as of the closing of the merger, and the payments are conditioned on the closing of the merger and the executive’s continued employment until the closing.

Annual Cash Incentive Compensation. Santa Maria Energy structures its compensation programs to motivate its named executive officers and other employees to achieve short-term financial and operational objectives and to reward its named executive officers and other employees for their contributions toward achieving such goals. Santa Maria Energy maintains an annual incentive program to reward its employees, including its named executive officers, based on Santa Maria Energy’s financial and operational performance, as compared to target goals during the year.

Target awards for each named executive officer are set by the compensation committee and board of managers at levels that it determines are necessary to maintain competitive compensation practices and properly motivate such named executive officers by rewarding them for Santa Maria Energy’s short-term performance and their contributions to that performance. The 2012 annual incentive awards were targeted for each of Messrs. Pratt, Elias, McMillan, Yung and Ms. Marino at 50% of their respective base salaries.

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The 2012 performance targets consisted of eight different performance categories with an assigned weighting. The program included a minimum threshold of 90% overall performance (determined on a weighted basis), below which no annual bonuses would be payable, and a maximum payout of 200% of target bonus for each named executive officer if overall performance (determined on a weighted basis) equaled or exceeded 200% of target. The compensation committee recommended the performance targets to the board of managers who accepted this recommendation in 2012. The eight categories of Santa Maria Energy performance (and their respective weightings) included:

• Change in net asset value (15%)—the net asset value (“NAV”) is determined by taking the PV-10 from the year-end reserve reports and adjusting those numbers downward for debt and net working capital, if a net liability, and upward for working capital, if a net asset. The actual performance is calculated by taking the 2012 NAV divided by the 2011 NAV.

• Diatomite production rate (30%)—the board of managers determined that the performance of the Orcutt Diatomite production was the single most important category in the 2012 incentive compensation plan. The target was set based upon the 2012 budget projections.

• Monterey production rate (15%)—the target for Monterey production was set based upon the 2012 budget projections.

• G&A cost containment (10%)—the target for general and administrative costs was set based upon the 2012 budget projections.

• LOE cost containment (10%)—the target for lease operating expenses was set based upon the 2012 budget projections.

• Permitting: environmental impact report (“EIR”) approval (10%)—approval of Santa Maria Energy’s EIR on the Orcutt Diatomite 136-well project was targeted as either a success or no-success result.

• Permitting: incidental take permit (“ITP”) (5%)—this category represents the issuance of biological permits for the Orcutt Diatomite project and was targeted as either a success or no-success result.

• Permitting: authority to construct (“ATC”) issuance (5%)—this category represents the issuance of air permits for the Orcutt Diatomite project and was targeted as either a success or no-success result.

The established targets and actual results of the company performance from the 2012 incentive compensation plan are set forth in the table below.

Category	Weighting			Target			Actual			Performance			Weighted Performance
Change in NAV		15.0	%		50.0	%		51.5	%		103.0	%		15.5	%
Diatomite Production Rate		30.0	%		342			243			71.1	%		21.3	%
Monterey Production Rate		15.0	%		206			190			92.2	%		13.8	%
G&A Cost Containment		10.0	%	$	6,988,896		$	6,117,000			114.3	%		11.4	%
LOE Cost Containment		10.0	%	$	6,205,364		$	6,988,000			88.8	%		8.9	%
Permitting: EIR Approval		10.0	%		Yes			No			—			—
Permitting: ITP Approval		5.0	%		Yes			No			—			—
Permitting: ATC Approval		5.0	%		Yes			No			—			—
Santa Maria Energy Performance Percentage		100.0	%											70.9	%

Following the completion of Santa Maria Energy’s 2012 fiscal year, the Santa Maria Energy board of managers compared Santa Maria Energy’s actual performance to the targets. Because actual weighted performance (70.9%) was below the 90% threshold established by the compensation committee and board of managers, none of the named executive officers received an annual bonus for 2012.

Long-Term Equity-Based Incentives. Santa Maria Energy believes that its executives, including its named executive officers, should have an ongoing stake in Santa Maria Energy’s success in order to closely align their

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interests with those of its unitholders. In addition, Santa Maria Energy believes that equity-based awards provide meaningful retention and performance incentives that appropriately encourage the named executive officers to work toward increasing value for Santa Maria Energy’s unitholders. Accordingly, Santa Maria Energy has awarded long-term equity incentives to its named executive officers in the form of phantom equity units (“Santa Maria Energy Phantom Equity Units”) under the Amended and Restated Santa Maria Pacific Holdings, LLC 2008 Phantom Equity Plan, as amended from time to time (the “Santa Maria Energy Phantom Equity Plan”) and profits interests under its 2013 Profits Interest Plan (the “Profits Interest Plan”).

Each Santa Maria Energy Phantom Equity Unit corresponds to 0.01% of the fair market value of Santa Maria Energy as determined by its board of managers and provides recipients with the opportunity to receive cash payments equal to the “fair market value” of a “membership unit” in Santa Maria Energy on the applicable settlement date. The fair market value of a membership unit is determined as set forth in the Santa Maria Energy Phantom Equity Plan and includes an adjustment for the repayment of $50,000,000 of capital invested in Santa Maria Energy. Santa Maria Energy Phantom Equity Units are subject to time-based vesting requirements in order to provide a strong retention incentive for the named executive officers throughout the vesting period and are also subject to a performance-vesting condition that is satisfied upon the occurrence of a liquidity event. Such awards generally time-vest at a rate of twenty percent (20%) per year on each anniversary of the grant date, and vest in full upon the occurrence of a liquidity event. Vested Santa Maria Energy Phantom Equity Units are settled in cash upon the consummation of a liquidity event or any earlier payment date specified in the applicable award agreement evidencing such Santa Maria Energy Phantom Equity Units. Additional information regarding Santa Maria Energy Phantom Equity Units held by the named executive officers as of December 31, 2012 is set forth below in the tables entitled “Outstanding Equity Awards at 2012 Fiscal Year End.” Santa Maria Energy did not grant any Santa Maria Energy Phantom Equity Units in 2012.

In August 2013, Santa Maria Energy adopted the Profits Interests Plan, and in October 2013, the compensation committee awarded 1,000,000 profits interest units to Mr. McMillan. In connection with the merger, all profits interest units held by Mr. McMillan will be terminated without payment therefor. None of the other named executive officers has been granted profits interest units under the Profits Interest Plan.

Santa Maria Energy does not intend to make any further grants of Phantom Equity Units or profits interest units and intends to terminate the Santa Maria Energy Phantom Equity Plan and Profits Interest Plan effective immediately prior to the merger.

Severance Benefits. During fiscal year 2012, none of Santa Maria Energy’s named executive officers was a party to an employment or severance arrangement with Santa Maria Energy.

Employee Benefits and Perquisites. Santa Maria Energy provides certain employee benefits, including 401(k) and health and welfare benefits, to its employees through plans maintained by Your People Professionals, Inc., a California corporation and a professional employer organization. Santa Maria Energy maintains a 401(k) retirement savings plan for the benefit of its eligible employees, including its named executive officers. Santa Maria Energy’s named executive officers are eligible to participate in the 401(k) plan on the same terms as other full-time employees. The Code allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. Santa Maria Energy matches employee contributions dollar for dollar up to 4% of compensation. The 401(k) plan provides a vehicle for tax-deferred retirement savings with additional compensation in the form of an employer match that adds to the overall desirability of Santa Maria Energy’s executive compensation package.

All of Santa Maria Energy’s full-time employees, including its named executive officers, are eligible to participate in its health and welfare plans, which include medical, dental and vision benefits. Santa Maria Energy seeks to design its employee benefits programs to be affordable and competitive in relation to the market, and modifies its employee benefits programs as needed based upon regular monitoring of applicable laws and practices in the competitive market.

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Under Santa Maria Energy’s health and welfare arrangements, highly compensated employees (those with an annual salary greater than $150,000) are entitled to a calculated number of employee time off (“ETO”) days. ETO days can be used by eligible employees to take time off, pay for employee benefits or can be cashed-out as incremental pay. The benefits which the employee may pay for with ETO days include flexible spending accounts, 401(k) contributions and family health insurance premiums. At the end of the plan year, any remaining ETO days which are not used can be either cashed-out by the employee or rolled over to the next plan year, subject to a roll-over limit of ten days.

Tax and Accounting Considerations

Code Section 409A. Section 409A of the Code (“Section 409A”) requires that “nonqualified deferred compensation” be deferred and paid under plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, timing of payments and certain other matters. Failure to satisfy these requirements can expose employees and other service providers to accelerated income tax liabilities, penalty taxes and interest on their vested compensation under such plans. Accordingly, as a general matter, Santa Maria Energy designs and administers its compensation and benefits plans and arrangements for all of its employees and other service providers, including Santa Maria Energy’s named executive officers, so that they are either exempt from, or satisfy the requirements of, Section 409A.

Accounting for Stock-Based Compensation. Santa Maria Energy follows FASB Accounting Standards Codification Topic 718 (“ASC Topic 718”) for its equity-based compensation awards. ASC Topic 718 requires companies to calculate the grant date “fair value” of their equity-based awards using a variety of assumptions. ASC Topic 718 also requires companies to recognize the compensation cost of their equity-based awards in their income statements over the period that an employee is required to render service in exchange for the award. Grants of equity-based awards under Santa Maria Energy’s equity incentive award plans are accounted for under ASC Topic 718. The Santa Maria Energy board of managers regularly considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to its equity incentive award plans and programs, and may revise certain programs to appropriately align accounting expenses of Santa Maria Energy’s equity awards with its overall executive compensation philosophy and objectives as accounting standards change.

Summary Compensation Table

The following table provides summary information concerning the compensation of Santa Maria Energy’s named executive officers with respect to the fiscal year ended December 31, 2012.

Name and Principal Position	Year		Salary ($) (1)		Bonus ($) (2)		Non-Equity Incentive Plan Compensation ($) (3)		All Other Compensation ($) (4)		Total ($)
David Pratt		2012	$	265,001	$	—		—	$	54,761	$	319,762
President
Kevin McMillan		2012		285,001		—		—		55,708		340,709
VP—Finance and Administration
Beth Marino		2012		219,376		—		—		29,495		248,871
VP—Legal and Corporate Affairs and Secretary
Kevin Yung		2012		180,601		40,000		—		34,770		255,371
VP—Operations
Ramon Elias		2012		262,500		—		—		10,992		273,492
VP—Reservoir Engineering

(1) Amounts reflect actual salary amounts earned by the named executive officer in 2012. As discussed above under “Compensation Discussion and Analysis of Santa Maria Energy Prior to the Merger—Elements of Executive Compensation Program—Base Salary,” the annual base salary amounts were voluntarily reduced in August and October 2012 for Mr. Pratt and in October 2012 for the other named executive officers.

(2) Amount set forth in this column reflects a retention bonus paid by Santa Maria Energy to Mr. Yung in December 2012.

(3) Because actual weighted performance under Santa Maria Energy’s 2012 annual incentive compensation program was below the minimum threshold performance level established by the compensation committee and board of managers, none of the named executive

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officers received an annual incentive bonus payment for 2012. See “Compensation Discussion and Analysis of Santa Maria Energy Prior to the Merger—Elements of Executive Compensation Program—Annual Cash Incentive Compensation” above.

(4) All other compensation paid to the named executives included: for David Pratt, $51,677 in employee benefits and $3,048 in company paid life insurance and long-term disability payments; for Ramon Elias, $7,944 in employee benefits and $3,048 in company paid life insurance and long-term disability payments; for Kevin McMillan, $52,660 in employee benefits and $3,048 in company paid life insurance and long-term disability payments; for Beth Marino, $27,209 in employee benefits and $2,286 in company paid life insurance and long-term disability payments; and for Kevin Yung, $32,958 in employee benefits and $1,812 in company paid life insurance and long-term disability payments.

2012 Grants of Plan-Based Awards

The following table sets forth information regarding grants of plan-based awards made to Santa Maria Energy’s named executive officers for the fiscal year ended December 31, 2012.

Name	Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)
			Threshold ($) (2)		Target ($) (3)		Maximum ($) (3)
David Pratt		March 20, 2012	$	1,500	$	150,000	$	300,000
Kevin McMillan		March 20, 2012	$	1,500	$	150,000	$	300,000
Beth Marino		March 20, 2012	$	1,125	$	112,500	$	225,000
Kevin Yung		March 20, 2012	$	960	$	96,000	$	192,000
Ramon Elias		March 20, 2012	$	1,500	$	150,000	$	300,000

(1) Represents cash incentive bonus opportunities available in 2012 based on original 2012 base salaries and 2012 performance.

(2) Amounts shown in the “Threshold” column represent the minimum bonus amount that would be payable in the event that the overall weighted performance percentage was achieved at 90.1% (the first increment above the 90% threshold performance level established by the compensation committee and board of managers).

(3) Amounts shown in the “Target” and “Maximum” columns represent the executive’s target and maximum annual bonus, respectively, as determined by the compensation committee and board of managers.

Because actual weighted performance was below the minimum threshold performance level established by the compensation committee and board of managers, none of the named executive officers received an annual incentive bonus payment for 2012. For a more complete description of Santa Maria Energy’s 2012 incentive bonus program, see the discussion above under the heading “Compensation Discussion and Analysis of Santa Maria Energy Prior to the Merger—Elements of Executive Compensation Program—Annual Cash Incentive Compensation.”

Outstanding Equity Awards at 2012 Fiscal Year End

The following table provides information regarding the Santa Maria Energy Phantom Equity Units held by the named executive officers as of December 31, 2012.

	Phantom Equity Unit Awards (1)
Name	Grant Date	Number of Santa Maria Energy Phantom Equity Units (2)		Market Value of Santa Maria Energy Phantom Equity Units That Have Not Vested ($) (3)
David Pratt (4)	January 1, 2009		150.0	$	1,573,196
Kevin McMillan	—		—		—
Beth Marino (5)	March 1, 2011		20.0	$	209,759
Kevin Yung (4)	August 24, 2008		60.0	$	629,278
Ramon Elias	—		—		—

(1) As described above under “Compensation Discussion and Analysis of Santa Maria Energy Prior to the Merger—Elements of Executive Compensation Program—Long-Term Equity-Based Incentives,” Phantom Equity Units will vest upon the satisfaction of both a service condition and a performance condition. The performance condition will be satisfied on the date on which a liquidity event (which generally includes a change in control transaction or a qualifying initial public offering) occurs.

(2) One Santa Maria Energy Phantom Equity Unit corresponds to 0.01% of the fair market value of Santa Maria Energy as determined by its board of managers.

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(3) For purposes of this calculation, fair market value is based on a value of $3.11 per Santa Maria Energy membership interest. Current fair market value is presented in this table because the value of Santa Maria Energy membership interests as of December 31, 2012 was not otherwise readily determinable. Santa Maria Energy believes that the fair market value presented in this table is greater than or equal to the value of a membership interest as of December 31, 2012.

(4) Represents fully vested amounts.

(5) 40% of the Santa Maria Energy Phantom Equity Units were time vested as of December 13, 2013, and 20% of the Santa Maria Energy Phantom Equity Units will vest on each anniversary of the date of grant, subject to continued service.

Potential Payments Upon Termination or Change of Control of Santa Maria Energy

During fiscal year 2012, none of Santa Maria Energy’s named executive officers were parties to severance agreements or employment agreements providing for severance benefits.

Upon a liquidity event (as defined in the Santa Maria Energy Phantom Equity Plan), which generally includes a change in control of Santa Maria Energy, each Santa Maria Energy Phantom Equity Unit held by the named executive officers will vest in full participants are entitled to receive an amount in cash equal to the fair market value of a “Membership Unit” in Santa Maria Energy. For purposes of the Santa Maria Energy Phantom Unit Plan, one Membership Unit corresponds to 0.01% of the fair market value of Santa Maria Energy as determined by its board of managers.

The following table summarizes the payments that the named executive officers would have become entitled to receive in respect of their Santa Maria Energy Phantom Equity Units if a liquidity event of Santa Maria Energy occurred on December 31, 2012:

Name	Santa Maria Energy Phantom Equity Unit Payment (1)
David Pratt	$	1,573,196
Ramon Elias	$	—
Kevin McMillan	$	—
Beth Marino	$	209,759
Kevin Yung	$	629,278

(1) For purposes of this calculation, fair market value is based on a value of $3.11 per Santa Maria Energy membership interest. Current fair market value is presented in this table because the value of Santa Maria Energy membership interests as of December 31, 2012 was not otherwise readily determinable. Santa Maria Energy believes that the fair market value presented in this table is greater than or equal to the value of a membership interest as of December 31, 2012.

Compensation of Santa Maria Energy Managers

Members of Santa Maria Energy’s board of managers did not receive any compensation in 2012 for their service as managers. Santa Maria Energy reimburses members of its board of managers for all out-of-pocket expenses associated with attending board or committee meetings.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SANTA MARIA ENERGY

The following discussion and analysis of Santa Maria Energy’s financial condition and results of operations should be read in conjunction with Santa Maria Energy’s historical financial statements and related notes as well as Santa Maria Energy’s pro forma condensed combined financial statements included elsewhere in this joint proxy statement/prospectus. Santa Maria Energy’s historical financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, or U.S. GAAP, and are presented in U.S. dollars. The discussion below contains forward-looking statements that are based upon Santa Maria Energy’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to changes in global, regional or local political, economic, business, competitive, market, regulatory and other factors, many of which are beyond Santa Maria Energy’s control. See “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

Overview

Santa Maria Energy is an independent energy company focused on the exploration and development of oil and natural gas in the Monterey formation and the Diatomite reservoir within the Sisquoc formation in northern Santa Barbara County, California. Santa Maria Energy has chosen to focus its exploration and development efforts on the Monterey and the Diatomite due to the largely unrealized hydrocarbon potential offered within these areas. Santa Maria Energy believes it has been successful in assembling an attractive acreage position and asset portfolio and is well situated, through its unique technical expertise and proven ability to operate and manage a drilling program, to unlock the potential of its reserves, which it believes will create significant shareholder value. As of October 31, 2013, Santa Maria Energy’s estimated aggregate proved, probable and possible reserves were 48.0 MMBoe, and of its 15.7 MMBoe of proved reserves, 13.6% were proved developed and 99.9% were oil.

Santa Maria Energy was formed in December 2008, though it began acquiring leases and conducting exploration and development activities in 2002 through predecessor companies. Santa Maria Energy’s management has a proven track record of working as a team to acquire, develop and exploit oil and natural gas reserves in California using both heavy oil thermal enhanced oil recovery methods (“EOR”) as well as conventional operations. Members of the management team have an average of more than 28 years of oil and natural gas industry experience working for numerous public and private companies on domestic and international projects in the upstream oil and natural gas industry. The majority of Santa Maria Energy’s management team has worked together for over eight years.

As of September 30, 2013, Santa Maria Energy had interests in and operated 21 gross (21 net) active producing wells in its Diatomite projects. Santa Maria Energy currently holds 12,796 gross (12,523 net) acres in its Diatomite projects. As of September 30, 2013, Santa Maria Energy had interests in and operated 43 gross (43 net) active producing wells in its Monterey projects.

In November 2013, Santa Maria Energy received approval from the Santa Barbara Board of Supervisors for its 136-well Orcutt Diatomite project. With the receipt of discretionary approval by the Board of Supervisors, Santa Maria Energy may now proceed to obtain necessary construction permits and ancillary permits from the appropriate regulatory agencies, including the County of Santa Barbara, Division of Oil, Gas & Geothermal Resources, Air Pollution Control District, Department of Fish & Wildlife and the U.S. Fish & Wildlife Service, among others.

Factors that Significantly Affect Santa Maria Energy’s Financial Condition and Results of Operations

Santa Maria Energy recognizes revenues when its production is sold and title is transferred. Santa Maria Energy’s revenues are highly dependent upon the prices of, and demand for, oil and natural gas. Historically, the

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markets for oil and natural gas have been volatile and are likely to continue to be volatile in the future. The prices Santa Maria Energy receives for its oil and natural gas and its levels of production are subject to wide fluctuations and depend on numerous factors beyond Santa Maria Energy’s control, including supply and demand, economic conditions, foreign imports, the actions of OPEC, political conditions in other oil-producing countries, and governmental regulation, legislation and policies. Oil and natural gas prices are inherently volatile and are influenced by a variety factors which are outside of Santa Maria Energy’s control. Substantially all of Santa Maria Energy’s production is derived from oil wells, that also produce limited quantities of natural gas. To achieve more predictable cash flows and to reduce its exposure to downward price fluctuations, Santa Maria Energy uses derivative instruments to hedge future sales prices on a significant portion of future oil production from its proved producing reserves. Santa Maria Energy currently uses fixed price oil swaps in which Santa Maria Energy receives a fixed price for future production in exchange for a payment of the variable market price received at the time future production is sold. At the end of each period, Santa Maria Energy estimates the fair value of these swaps and, because it is not eligible to elect hedge accounting, Santa Maria Energy recognizes the changes in the fair value of the unsettled commodity derivative instruments at the end of each accounting period. Santa Maria Energy expects continued volatility in the fair value of these swaps. Santa Maria Energy reviews the carrying value of its oil and natural gas properties each year.

Given the volatility of oil and natural gas prices, it is likely that Santa Maria Energy’s estimate of discounted future net revenues from proved oil and natural gas reserves will change in the near term. If oil and natural gas prices decline in the future, impairments of Santa Maria Energy’s oil and natural gas properties could occur. Impairment charges required by these rules do not directly impact cash flows from operating activities.

Like all businesses engaged in the exploration and production of oil and natural gas, Santa Maria Energy faces the challenge of natural production declines. As initial reservoir pressures are depleted, oil and natural gas production from a given well naturally decreases. Thus, an oil and natural gas exploration and production company depletes part of its asset base with each unit of oil or natural gas it produces. Santa Maria Energy intends to overcome this natural decline by drilling to find additional reserves and acquiring more reserves than its produces. Santa Maria Energy’s future growth will depend on its ability to enhance production levels from its existing reserves and to continue to add reserves in excess of production in a cost effective manner. Santa Maria Energy’s ability to make capital expenditures to increase production from its existing reserves and to add reserves through drilling is dependent on its capital resources and can be limited by many factors, including its ability to access capital in a cost-effective manner and to timely obtain drilling permits and regulatory approvals.

Any future acquisitions could have a substantial impact on Santa Maria Energy’s financial condition and results of operations. In addition, funding future acquisitions may require Santa Maria Energy to incur additional indebtedness or issue additional equity.

The volumes of oil and natural gas that Santa Maria Energy produces are driven by several factors, including:

• success in drilling wells, including exploratory wells, and the recompletion of existing wells;

• the amount of capital Santa Maria Energy invests in the leasing and development of its oil and natural gas properties;

• facility or equipment availability and unexpected downtime;

• delays imposed by or resulting from compliance with regulatory requirements; and

• the rate at which production volumes on its wells naturally decline.

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Principal Components of Santa Maria Energy’s Cost Structure

The principal components of Santa Maria Energy’s cost structure include the following:

• Lease operating expenses (LOE). These are the day-to-day operating costs incurred to maintain production of Santa Maria Energy’s oil and natural gas operations. Such costs include steaming, produced water recycling, pumping, maintenance, mitigation expenses, repairs and workover expenses. Cost levels for these expenses can vary based on supply and demand for oilfield services and natural gas prices.

• Production taxes. Production taxes consist of production and ad valorem taxes and are paid at fixed per unit rates established by federal, state or local taxing authorities.

• Depreciation, depletion and amortization (DD&A). Depreciation, depletion and amortization (“DD&A”) includes the systematic expensing of the capitalized costs incurred to acquire, explore and develop oil and natural gas. As a “full cost” company, Santa Maria Energy capitalizes all costs associated with its acquisition, exploration and development efforts. Depletion of capitalized costs of producing oil and natural gas properties is calculated using the units of production method based upon estimated proved reserves. For the purposes of computing depletion, estimated proved reserves are re-determined as of the end of each year and on an interim basis when deemed necessary.

• General and administrative expense (G&A). These costs include overhead, including payroll and benefits for Santa Maria Energy’s corporate staff, costs of maintaining its headquarters, costs of managing Santa Maria Energy’s production and development operations, franchise taxes, audit and other professional fees and legal compliance expenses. After the consummation of the merger, these costs will also include expenses related to Santa Maria Energy Corporation being a public company, including, but not limited to, costs associated with annual and quarterly reports, investor relations activities, director and officer liability insurance costs and director compensation.

• Interest expense. Santa Maria Energy finances a portion of its working capital requirements with borrowings under its senior credit facility. As a result, Santa Maria Energy incurs substantial interest expense that is affected by both fluctuations in interest rates and Santa Maria Energy’s financing decisions. Santa Maria Energy expects to continue to incur significant interest expense as it continues to grow.

• Income tax expense. Through September 30, 2013, Santa Maria Energy has been a limited liability and treated as a pass-through entity, it has not paid any income tax or recorded any tax benefit or liability. Santa Maria Energy does pay some state franchise taxes. After consummation of the merger, Santa Maria Energy Corporation will be subject to federal income taxes at a statutory rate of 35% of pretax earnings.

Santa Maria Energy’s oil and natural gas production expenses include salaries and benefits of personnel involved in production activities (including equity-based compensation), steam and natural gas costs, electricity costs, maintenance costs, production taxes, ad valorem taxes and other costs necessary to operate its producing properties.

Factors that Significantly Affect Comparability of Santa Maria Energy’s and Santa Maria Energy Corporation’s Financial Condition and Results of Operations

Santa Maria Energy’s historical financial condition and results of operations for the periods presented may not be comparable, either from period to period or going forward, including for Santa Maria Energy Corporation, for the following reasons:

Merger with Hyde Park. The historical consolidated financial statements included in this joint proxy statement/prospectus are based on the financial statements of Santa Maria Energy Holdings, LLC, Santa Maria Energy Corporation’s accounting predecessor, prior to the merger as described under “The Merger.” As a result,

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the historical financial data may not give you an accurate indication of what Santa Maria Energy Corporation’s actual results would have been if the merger had been completed at the beginning of the periods presented or what Santa Maria Energy Corporation’s future results of operations are likely to be.

Public Company Expenses. Upon consummation of the merger, Santa Maria Energy Corporation expects to incur direct, incremental G&A expenses as a result of being a publicly traded company, including, but not limited to, costs associated with annual and quarterly reports to stockholders, tax return preparation, independent auditor fees, investor relations activities, registrar and transfer agent fees, incremental director and officer liability insurance costs and independent director compensation. Santa Maria Energy Corporation estimates these direct, incremental G&A expenses initially to total approximately $3 million per year. These direct, incremental G&A expenses are not included in Santa Maria Energy’s historical results of operations.

Income Taxes. Santa Maria Energy Holdings, LLC, Santa Maria Energy Corporation’s accounting predecessor, is a limited liability company not subject to federal income taxes. Accordingly, no provision for federal income taxes has been provided for in Santa Maria Energy’s historical results of operations because taxable income was passed through to Santa Maria Energy’s unitholders. However, Santa Maria Energy Corporation is a corporation under the Code, subject to federal income taxes at a statutory rate of 35% of pretax earnings.

Increased Drilling Activity. Although Santa Maria Energy began operations in December 2008, it has engaged in limited drilling activity since inception. Santa Maria Energy received approval from the Santa Barbara Board of Supervisors for its 136-well Orcutt Diatomite project in November 2013. Upon consummation of the merger, Santa Maria Energy intends to commit significant capital to the development of the Orcutt Diatomite project, Santa Maria Energy expects to commit $106.0 million towards this project over the next two years and drill a total of 111 wells.

Financing Arrangements. Santa Maria Energy believes that $150.0 million of new capital from equity sales, indebtedness or additional cash flow will be required to fund planned capital projects. The capital provided by the merger would partially meet the requirements of the capital expenditure program. However, Santa Maria Energy may need to raise $110.0 million in additional capital if all of the Hyde Park shares that can exercise conversion rights exercise those rights. Santa Maria Energy Corporation has begun the process to raise up to $110.0 million in the Private Equity Financing depending on the level of the Hyde Park stockholders that exercise their conversion rights. See “Merger Agreement—Private Equity Financing.”

Payments under Santa Maria Energy Phantom Equity Plan. As a result of the merger, a “Liquidity Event” will occur under the Santa Maria Energy Phantom Equity Plan. A Liquidity Event triggers an immediate acceleration of vesting and requires a payment be made to participants in the Santa Maria Energy Phantom Equity Plan within ten days of the event. Accordingly, Santa Maria Energy will recognize stock compensation expense of approximately $5.2 million for the estimated fair value of the prospective distributions to the participants in the Santa Maria Energy Phantom Equity Plan upon consummation of the merger. This charge will have a dilutive effect on the pro forma as adjusted net tangible book value per share to the stockholders of Santa Maria Energy Corporation. In addition, as a result of the merger, a transaction bonus of $0.2 million in cash will be paid to Kevin McMillan.

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Results Overview

Nine months ended September 30, 2013 compared to the nine months ended September 30, 2012

The following table sets forth selected operating data for the nine months ended September 30, 2013 as compared to the nine months ended September 30, 2012:

	Nine Months Ended September 30,						Amount of Increase (Decrease)			Percent Change
	2012			2013
	(in thousands, except production data)
Operating revenues:
Natural gas sales	$	—		$	124		$	124			*
Oil sales		11,535			9,138			(2,397	)		(21	)%
Total operating revenues		11,535			9,262			(2,273	)		(20	)%
Operating expenses:
Lease operating expense		5,311			4,960			(351	)		(7	)%
Production tax		168			197			29			17	%
Depletion, depreciation and amortization		3,837			2,604			(1,233	)		(32	)%
Accretion of asset retirement obligations		73			75			2			3	%
General and administrative		4,955			3,768			(1,187	)		(24	)%
Total operating expenses		14,344			11,604			(2,740	)		(19	)%
Operating loss		(2,809	)		(2,342	)		467			17	%
Other expense:
Interest expense		(536	)		(1,225	)		(689	)		(129	)%
Interest income		3			4			1			33	%
Commodity derivative fair value losses		(741	)		(166	)		575			78	%
Unrealized gain (loss) on mark-to-market commodity derivatives		1,150			178			(972	)		(85	)%
Other		12			10			(2	)		(17	)%
Total other expense		(112	)		(1,199	)		(1,087	)		(971	)%
Loss before income taxes		(2,921	)		(3,541	)		(620	)		(21	)%
Adjusted EBITDA (1)		336			177			(159	)		(47	)%
Production data:
Natural gas (MMcf)		—			63			63			*
Oil (MBbl)		109			89			(20	)		(18	)%
Combined MBoe		109			100			(9	)		(8	)%
Daily combined production (Boed)		399			366			(33	)		(8	)%
Average prices before effects of settled derivatives (2)
Natural gas (per Mcf)	$	—		$	1.97		$	1.97			*
Oil (per Bbl)	$	105.83		$	102.67		$	(3.16	)		(3	)%
Combined (per Boe)	$	105.83		$	92.62		$	(13.21	)		(12	)%
Average prices after effects of settled derivatives (2)
Natural gas (per Mcf)	$	—		$	1.97		$	1.97			*
Oil (per Bbl)	$	99.03		$	100.81		$	1.78			2	%
Combined (per Boe)	$	99.03		$	90.96		$	(8.07	)		(8	)%
Average costs (per Boe)
Lease operating costs	$	48.72		$	49.60		$	0.88			2	%
Production taxes	$	1.54		$	1.97		$	0.43			28	%
Depletion, depreciation, amortization	$	35.20		$	26.04		$	(9.16	)		(26	)%
Accretion of asset retirement obligations	$	0.67		$	0.75		$	0.08			12	%
General and administrative	$	45.46		$	37.68		$	(7.78	)		(17	)%

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 * Not meaningful.

(1) See “—Non-GAAP Financial Measure” for a definition of Adjusted EBITDA (a non-GAAP measure) and a reconciliation of Adjusted EBITDA to net income (loss).

(2) Average prices shown in the table reflect the sales prices received before and after giving effect to Santa Maria Energy’s realized commodity hedging transactions. These calculations include the effects of realized gains or losses on settlements for commodity derivatives. Gas production was converted at 6 Mcf to 1 Bbl of oil to calculate Boe and Boed amounts. This ratio is an estimate of the energy equivalence content of the products and does not reflect their relative economic value.

Comparison of Nine Months Ended September 30, 2013 to Nine Months Ended September 30, 2012

Oil and natural gas sales. Oil sales decreased $2.4 million, or approximately 20%, to $9.1 million for the nine months ended September 30, 2013, from $11.5 million in the nine months ended September 30, 2012. The decrease was due to both lower realized oil prices resulting in a $0.3 million reduction in sales and lower oil production resulting in a $2.1 million reduction in sales between periods. The lower oil sales volume was primarily due to decreased oil production from Santa Maria Energy’s Diatomite property. Santa Maria Energy began natural gas sales in January 2013, which provided $0.1 million in additional revenues for the nine months ended September 30, 2013 compared to no revenues from natural gas sales in the nine months ended September 30, 2012.

The average net realized oil price before the effect of settled derivatives was $102.67 per Bbl for the nine months ended September 30, 2013 compared to $105.83 per Bbl in the nine months ended September 30, 2012. Oil sales volumes decreased 74 Bopd to 325 Bopd in the nine months ended September 30, 2013 compared to 399 Bopd for the nine months ended September 30, 2012. On a Boe basis, sales were 366 Boed for the nine months ended September 30, 2013 compared to 399 Boed in the nine months ended September 30, 2012. The average net realized natural gas price was $1.97 per Mcf for the nine months ended September 30, 2013.

Lease operating expenses. LOE decreased to $5.0 million for the nine months ended September 30, 2013 from $5.3 million in the nine months ended September 30, 2012, due to the variable costs associated with lower production. On a per unit basis, LOE increased to $49.60 per Boe in the nine months ended September 30, 2013 compared to $48.72 per Boe in the nine months ended September 30, 2012. The increase in LOE per Boe was mainly due to decreased oil production, though this was partially offset by natural gas sales beginning in the 2013. The natural gas sales increased the Boe reported for the nine months ended September 30, 2013 by 11 Boed.

General and administrative expense. G&A decreased $1.1 million to $3.8 million for the nine months ended September 30, 2013 compared to $4.9 million in the nine months ended September 30, 2012. Staff reductions accounted for 97% of the decrease in expense between the periods.

Depreciation, depletion and amortization. DD&A expense decreased by $1.2 million to $2.6 million for the nine months ended September 30, 2013 compared to $3.8 million in the nine months ended September 30, 2012. Santa Maria Energy’s lower oil production accounted for 27% of the change, and a lower depletion rate accounted for 73% of the change. The average depletion rate of $24.58 per Boe for the nine months ended September 30, 2013 is 33% lower than the rate of $33.61 per Boe for the nine months ended September 30, 2012. The lower depletion rate is due to an increase of proved reserves in both the December 31, 2012 and the June 30, 2013 reserve reports without a commensurate increase in either Santa Maria Energy’s book property value or its net future capital cost. The increases in reserves were due to improved recovery methods and a decrease in capital costs.

Interest and debt amortization expense. Interest expense increased to approximately $1.2 million for the nine months ended September 30, 2013 compared to approximately $0.5 million in the nine months ended September 30, 2012. The increase is due to higher average outstanding debt of approximately $4.1 million for nine months ended September 30, 2013, accounting for $0.2 million of the increase. In addition, debt

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amortization costs of $0.5 million related to a fee payable to the Kayne Investors for the Kayne Guaranty that supports Santa Maria Energy’s senior credit facility accounts for the remainder of the change between comparable periods. See “—Financing Activities—Kayne Guaranty” and “Certain Relationships and Related Transactions—Certain Santa Maria Energy Transactions—Transactions with Kayne Investors—Kayne Guaranty” for further discussion on the Kayne Guaranty.

Loss on mark-to-market derivative contracts. The derivative instruments Santa Maria Energy has in place have not been classified as hedges for accounting purposes in accordance with Statement of Financial Accounting Standards 133. Consequently, these derivative contracts are marked-to-market each month with fair value gains and losses, both realized and unrealized, recognized currently as a gain or loss on mark-to-market derivative contracts on the income statement. Cash flow is only impacted to the extent the actual settlements under the contracts result in making a payment to, or receiving a payment from, the counterparty.

Santa Maria Energy recognized a $0.2 million gain related to mark-to-market derivative contracts in the nine months ended September 30, 2013 compared to a $1.1 million gain in the nine months ended September 30, 2012. The unrealized gains are due to an increase in fair market value of the derivative contracts.

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Year Ended December 31, 2012 Compared to Year Ended December 31, 2011

The following table sets forth selected operating data for the year ended December 31, 2012 as compared to the year ended December 31, 2011:

	Year Ended December 31,						Amount of Increase (Decrease)			Percent Change
	2011			2012
	(in thousands, except production data)
Operating revenues:
Natural gas sales	$	—		$	—		$	—			*
Oil sales		13,449			14,639			1,190			9	%
Total operating revenues		13,449			14,639			1,190			9	%
Operating expenses:
Lease operating expense		6,386			7,019			633			10	%
Production tax		152			224			72			47	%
Depletion, depreciation and amortization		5,389			4,818			(571	)		(11	)%
Accretion of asset retirement obligations		84			97			13			15	%
General and administrative		6,236			6,210			(26	)		0	%
Total operating expenses		18,247			18,368			121			1	%
Operating loss		(4,798	)		(3,729	)		1,069			22	%
Other expense:
Interest expense		(620	)		(914	)		(294	)		(47	)%
Interest income		343			5			(338	)		(99	)%
Commodity derivative fair value losses		(971	)		(559	)		412			42	%
Unrealized gain on mark-to-market commodity derivatives		532			778			246			46	%
Other		17			(45	)		(62	)		(305	)%
Total other expense		(699	)		(735	)		(36	)		(5	)%
Loss before income taxes		(5,497	)		(4,464	)		1,033			19	%
Adjusted EBITDA (1)	$	(257	)	$	552		$	809			315	%
Production data:
Natural gas (MMcf)		—			—			—			*
Oil (MBbl)		132			140			8			6	%
Combined MBoe		132			140			8			6	%
Daily combined production (Boed)		362			384			22			6	%
Average prices before effects of settled derivatives (2)
Natural gas (per Mcf)	$	—		$	—		$	—			*
Oil (per Bbl)	$	101.89		$	104.56		$	2.67			3	%
Combined (per Boe)	$	101.89		$	104.56		$	2.67			3	%
Average prices after effects of settled derivatives (2)
Natural gas (per Mcf)	$	—		$	—		$	—			*
Oil (per Bbl)	$	94.53		$	100.57		$	6.04			6	%
Combined (per Boe)	$	94.53		$	100.57		$	6.04			6	%
Average costs (per Boe)
Lease operating costs	$	48.38		$	50.14		$	1.76			4	%
Production taxes	$	1.15		$	1.60		$	0.45			39	%
Depletion, depreciation, amortization	$	40.83		$	34.41		$	(6.42	)		(16	)%
Accretion of asset retirement obligations	$	0.64		$	0.69		$	0.05			8	%
General and administrative	$	47.24		$	44.36		$	(2.88	)		(6	)%

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* Not meaningful.

(1) See “—Non-GAAP Financial Measure” for a definition of Adjusted EBITDA (a non-GAAP measure) and a reconciliation of Adjusted EBITDA to net income (loss).

(2) Average prices shown in the table reflect the sales prices received before and after giving effect to Santa Maria Energy’s realized commodity hedging transactions. The calculation of such after-effects includes realized gains or losses on settlements for commodity derivatives. Natural gas production was converted at 6 Mcf to 1 Bbl of oil to calculate Boe and Boed amounts. This ratio is an estimate of the energy equivalence content of the products and does not reflect their relative economic value.

Oil and natural gas sales. Oil sales increased $1.2 million, or approximately 9%, to $14.6 million for the year ended December 31, 2012 from $13.4 million in the year ended December 31, 2011. This increase was due to both higher realized oil prices resulting in a $0.4 million improvement in revenues and higher oil production resulting in a $0.8 million improvement in sales between the periods. The higher oil sales volume was entirely due to increased oil production from Santa Maria Energy’s Diatomite property with the addition of 10 new wells drilled in May 2011 and partially offset by a 17% reduction in oil production from Santa Maria Energy’s Monterey property. Certain wells in the Monterey property were abandoned during the time periods mentioned to accommodate the expansion of the Diatomite property, which accounts for the reduction in Monterey oil production.

The average net realized oil price before effects of settled derivatives was $104.56 per Bbl for the year ended December 31, 2012 compared to $101.89 per Bbl for the year ended December 31, 2011. Oil sales volumes increased 22 Bopd to 384 Bopd for the year ended December 31, 2012 compared to 362 Bopd for the year ended December 31, 2011. Comparative volumes are the same on a Boe basis as Santa Maria Energy had no natural gas sales in either of the years ending December 31, 2011 or 2012.

Lease operating expenses. LOE increased to $7.0 million for the year ended December 31, 2012 compared to $6.4 million for the year ended December 31, 2011, due to costs associated with increased production and the use of temporary facilities. On a per unit basis, LOE increased to $50.14 per Boe for the year ended December 31, 2012 from $48.38 per Boe for the year ended December 31, 2011. The increase was entirely due to rental equipment and contract labor costs associated with delays in acquiring permanent project approval of the pilot operations in Santa Maria Energy’s Orcutt Diatomite field. Rental infrastructure necessary for expanding operations was intended to be used on a temporary basis based on an expectation of shorter lead times for permit acquisition.

General and administrative expense. G&A remained unchanged at approximately $6.2 million for the years ending December 31, 2011 and 2012.

Depreciation, depletion and amortization. DD&A decreased by $0.6 million to $4.8 million for the year ending December 31, 2012 compared to $5.4 million for the year ending December 31, 2011. The change in DD&A expense is due to a lower depletion rate, partially offset by higher production in 2012. The average depletion rate of $32.59 per Boe for the year ending December 31, 2012 represents a 13% decrease from a rate of $37.60 for the year ending December 31, 2011. Production for the year ending December 31, 2012 increased 6% to 140 MBoe for the year ended December 31, 2012, compared to 132 Mboe for the year ending December 31, 2011.

Interest and debt amortization expense. Interest expense increased to approximately $0.9 million for the year ending December 31, 2012 from approximately $0.6 million in the year ended December 31, 2011. The increase is due to higher average outstanding debt of approximately $1.8 million in 2012, accounting for approximately $0.1 million of the $0.3 million increase. In addition, Santa Maria Energy entered into a revolving credit facility with a new lender and expensed all of the debt issuance costs related to its previous lender, resulting in a $0.2 million increase of debt amortization costs for the year ended December 31, 2012 as compared to the year ended December 31, 2011.

Gain on mark-to-market derivative contracts. Santa Maria Energy recognized a $0.8 million gain related to mark-to-market derivative contracts in the year ended December 31, 2012 compared to a $0.5 million gain for the year ended December 31, 2011. The unrealized gains are due to an increase in fair market value of Santa Maria Energy’s derivative contracts.

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Year Ended December 31, 2011 Compared to Year Ended December 31, 2010

The following sets forth selected operating data for the year ended December 31, 2011 as compared to the year ended December 31, 2010:

	Year Ended December 31,						Amount of Increase (Decrease)			Percent Change
	2010			2011
	(in thousands, except production data)
Operating revenues:
Natural gas sales	$	—		$	—		$	—			*
Oil sales		9,008			13,449			4,441			49	%
Total operating revenues		9,008			13,449			4,441			49	%
Operating expenses:
Lease operating expense		4,585			6,386			1,801			39	%
Production tax		191			152			(39	)		(20	)%
Depletion, depreciation and amortization		3,081			5,389			2,308			75	%
Accretion of asset retirement obligations		64			84			20			31	%
General and administrative		4,179			6,236			2,058			49	%
Total operating expenses		12,100			18,247			6,147			51	%
Operating loss		(3,092	)		(4,798	)		(1,706	)		(55	)%
Other expense:
Interest expense		(841	)		(620	)		221			26	%
Interest income		45			343			298			662	%
Commodity derivative fair value losses		(151	)		(971	)		(820	)		(543	)%
Unrealized gain (loss) on mark-to-market commodity derivatives		(1,783	)		532			2,315			130	%
Other		4			17			13			325	%
Total other expense		(2,726	)		(699	)		2,027			74	%
Loss before income taxes		(5,818	)		(5,497	)		321			6	%
Adjusted EBITDA (1)		(41	)		(257	)		(216	)		(527	)%
Production data:
Natural gas (MMcf)		—			—			—			*
Oil (MBbl)		124			132			8			6	%
Combined MBoe		124			132			8			6	%
Daily combined production (Boed)		340			362			22			6	%
Average prices before effects of settled derivatives (2)
Natural gas (per Mcf)	$	—		$	—		$	—			*
Oil (per Bbl)	$	72.65		$	101.89		$	29.24			40	%
Combined (per Boe)	$	72.65		$	101.89		$	29.24			40	%
Average prices after effects of settled derivatives (2)
Natural gas (per Mcf)	$	—		$	—		$	—			*
Oil (per Bbl)	$	71.43		$	94.53		$	23.10			32	%
Combined (per Boe)	$	71.43		$	94.53		$	23.10			32	%
Average costs (per Boe)
Lease operating costs	$	36.98		$	48.38		$	11.40			31	%
Production taxes	$	1.54		$	1.15		$	(0.39	)		(25	)%
Depletion, depreciation, amortization	$	24.85		$	40.83		$	15.98			64	%
Accretion of asset retirement obligations	$	0.52		$	0.64		$	0.12			23	%
General and administrative	$	33.70		$	47.24		$	13.54			40	%

* Not meaningful.

(1) See “—Non-GAAP Financial Measure” for a definition of Adjusted EBITDA (a non-GAAP measure) and a reconciliation of Adjusted EBITDA to net income (loss).

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(2) Average prices shown in the table reflect the sales prices received before and after giving effect to Santa Maria Energy’s realized commodity hedging transactions. The calculation of such after-effects includes realized gains or losses on settlements for commodity derivatives. Natural gas production was converted at 6 Mcf to 1 Bbl of oil to calculate Boe and Boed amounts. This ratio is an estimate of the energy equivalence content of the products and does not reflect their relative economic value.

Oil and natural gas sales. Oil sales increased $4.4 million, or approximately 49%, to $13.4 million for the year ended December 31, 2011 from $9.0 million for the year ended December 31, 2010. Approximately $3.8 million of this increase was due to higher realized oil prices, while $0.6 million of the increase is due to higher oil production, which resulted in a $0.6 million increase in sales for the year ended December 31, 2011. The higher oil sales volume was due entirely to increased oil production from Santa Maria Energy’s Diatomite property with the performance improvement of thirteen pilot wells drilled in 2009 and partially offset by a 1% reduction in oil production from the Monterey property due to natural declines.

The average net realized oil price was $101.89 per Bbl in the year ended December 31, 2011 compared to $72.65 per Bbl for the year ended December 31, 2010. These oil prices do not include the impact of Santa Maria Energy’s hedging activities. Oil sales volumes increased 22 Bopd to 362 Bopd for the year ended December 31, 2011 compared to 340 Bopd for the year ended December 31, 2010. These volumes are the same on a Boe basis as Santa Maria Energy had no natural gas sales in either of the years ending December 31, 2011 or 2010.

Lease operating expenses. LOE increased to $6.4 million for the year ended December 31, 2011 compared to $4.6 million for the year ended December 31, 2010 due to costs associated with increased production. Of the $1.8 million increase in LOE, Santa Maria Energy had a combination of an increase in Diatomite LOE of $3.0 million and a decrease in Monterey LOE of $1.2 million. In 2011, the LOE for the Diatomite field was $51.11 per Boe and Diatomite production accounted for 45% of overall production. In addition, in 2010, Santa Maria Energy produced 50.4 MBbl from the Diatomite and recorded no LOE in the Diatomite field. All LOE costs associated with Diatomite production in 2010 were during the commissioning phase of the start of operations and were therefore capitalized. Monterey LOE fell in 2011 from the 2010 levels due to a significant reduction in well service work. On a per unit basis, LOE increased to $48.38 per Boe in 2011 from $36.98 per Boe in 2011, or 31%. This increase was due in part to the increased costs associated with the cyclic steam operations necessary for producing oil from Santa Maria Energy’s Diatomite field.

General and administrative expense. G&A increased approximately $2.0 million to $6.2 million for the year ended December 31, 2011 compared to $4.2 million for the year ended December 31, 2010. This increase was due entirely to increased staffing and higher rent expenses attributable to a larger facility and continued lease payments on Santa Maria Energy’s former office space. Salary expense increased in 2011 by approximately $1.3 million, in part due to the reduction of capitalized salary expense from 2010 of $0.5 million. The increased rent expense of the previously noted office space changes was $0.2 million period to period. The balance of the increase in G&A costs from year-to-year, $0.5 million, is attributable to increases to legal and professional fees associated with a retroactive third-party analysis of the relative value of Santa Maria Energy’s assets to determine the required retroactive adjustments to member unit holdings.

Depreciation, depletion and amortization. DD&A increased by $2.3 million to $5.4 million for the year ending December 31, 2011 compared to $3.1 million for the year ended December 31, 2010. Approximately 90% of the decrease in 2011 was due primarily to a higher depletion rate while 10% of the change was due to higher production. The average depletion rate of $37.60 per Boe for the year ending December 31, 2011 represents a 57% increase from a rate of $24.01 for the year ended December 31, 2010. This increase was due to a 9.9 MMBoe reduction in proved undeveloped reserves as a result of the requirement to perform an environmental impact report on Santa Maria Energy’s Orcutt Diatomite project area. The independent petroleum engineering firm only provided proved undeveloped locations relating to Santa Maria Energy’s request in the environmental impact report. Production was 132 MBoe for the year ending December 31, 2011, which was a 6% increase over production of 124 MBoe for the year ended December 31, 2010.

Interest and debt amortization expense. Interest expense decreased to approximately $0.6 million for the year ending December 31, 2011 from approximately $0.8 million for the year ended December 31, 2010. The

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decrease was due to lower average outstanding debt of approximately $1.7 million for 2011, of which $1.4 million, constituting 11.5% of the decrease, was due to a high interest rate note.

Gain (loss) on mark-to-market derivative contracts. Santa Maria Energy recognized a $0.5 million gain related to mark-to-market derivative contracts in the year ended December 31, 2011 compared to a $1.8 million loss in for the year ended December 31, 2010. The unrealized gains were due to an increase in fair market value of the contracts in 2011 and the unrealized losses are due to a decrease in fair market value of derivative contracts in 2010.

Non-GAAP Financial Measures

Adjusted EBITDA

Santa Maria Energy includes in this joint proxy statement/prospectus the non-GAAP financial measure Adjusted EBITDA. Santa Maria Energy provides a reconciliation of Adjusted EBITDA to its most directly comparable financial measures as calculated and presented in accordance with GAAP.

Santa Maria Energy defines Adjusted EBITDA as net income (loss) from operations:

Plus:

• Unrealized commodity derivative fair value loss;

• Net cash receipts on settled derivative instruments;

• Net interest expense;

• Depreciation, depletion and amortization;

• Accretion of asset retirement obligations; and

• Other non-cash operating items;

Less:

• Unrealized commodity derivative fair value gain;

• Net cash receipts on settled derivative instruments; and

• Other non-cash operating items.

Adjusted EBITDA is used as a supplemental financial measure by Santa Maria Energy’s management and by external users of Santa Maria Energy’s consolidated financial statements, such as investors, lenders under its senior credit facility, commercial banks and others, to assess:

• the financial performance of Santa Maria Energy’s assets without regard to financing methods, capital structure or historical cost basis;

• Santa Maria Energy’s operating performance and return on capital as compared to those of other companies in the upstream energy sector, without regard to financing or capital structure; and

• the attractiveness of capital projects and acquisitions and the overall rates of return on alternative investment opportunities.

The GAAP measures most directly comparable to Adjusted EBITDA are cash flows provided by operating activities and consolidated net income (loss). Adjusted EBITDA should not be considered as an alternative to cash flows provided by operating activities or net income (loss) from operations. Adjusted EBITDA may not be comparable to similar measures used by other companies. Securityholders should not consider Adjusted EBITDA in isolation or as a substitute for analysis of Santa Maria Energy’s results as reported under GAAP. Adjusted EBITDA has limitations as an analytical tool and should not be considered as an alternative to, or more meaningful than, performance measures calculated in accordance with GAAP. Some of these limitations are:

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• certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historical costs of depreciable assets;

• Adjusted EBITDA does not reflect Santa Maria Energy’s cash expenditures or future requirements for capital expenditures or contractual commitments;

• Adjusted EBITDA does not reflect changes in, or cash requirements for, Santa Maria Energy’s working capital needs;

• although depreciation, depletion and amortization are non-cash charges, the assets being depreciated, depleted and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; and

• Santa Maria Energy’s computation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies.

Santa Maria Energy’s management compensates for the limitations of Adjusted EBITDA as an analytical tool by reviewing the comparable GAAP measures, understanding the differences between the measures and incorporating these data points into their decision-making process.

The following table presents a reconciliation of Adjusted EBITDA to the GAAP financial measure of net income (loss) from operations:

	Santa Maria Energy Historical															Santa Maria Energy Corporation Pro Forma
	Year Ended December 31,									Nine Months Ended September 30,						Year Ended December 31,			Nine Months Ended September 30,
	2010			2011			2012			2012			2013			2013			2013
										(in thousands)
Net loss from operations	$	(5,818	)	$	(5,497	)	$	(4,464	)	$	(2,921	)	$	(3,541	)	$	(14,635	)	$	(3,612	)
Unrealized commodity derivative fair value (gain) loss (1)		1,783			(532	)		(778	)		(1,150	)		(178	)		(778	)		(178	)
Interest expense and other		796			277			909			533			1,221			(43	)		(61	)
Depreciation, depletion and amortization		3,081			5,389			4,818			3,837			2,604			4,818			2,604
Accretion of asset retirement obligations		64			84			97			73			75			97			75
Other		53			22			(30	)		(36	)		(4	)		(29	)		(3	)
Adjusted EBITDA	$	(41	)	$	(257	)	$	552		$	336		$	177		$	(10,570	)	$	(1,175	)

(1) Represents total derivative loss (gain) reported in Santa Maria Energy’s consolidated statement of operations.

Liquidity and Capital Resources

Santa Maria Energy’s development, exploitation and acquisition activities require significant operating and capital expenditures. Historically, Santa Maria Energy has used cash flow from operations, borrowings under its senior credit facility and other issuances of debt, as well as periodic equity contributions, as its primary sources of liquidity. Santa Maria Energy’s liquidity may be affected by declines in oil and natural gas prices, an inability to access the capital and credit markets and the success of its commodity price risk management activities, which may subject Santa Maria Energy to the credit risk of the counterparties to these agreements. Risks may increase due to circumstances beyond Santa Maria Energy’s control, such as a general disruption of the financial markets and adverse economic conditions that cause substantial or extended declines in oil and natural gas prices.

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Working Capital

At September 30, 2013, Santa Maria Energy had a $0.6 million working capital deficit before considering unused borrowing availability of $2.9 million under its senior credit facility.

Financing Activities

Senior Credit Facility

In February 2010, Santa Maria Energy entered into a $100.0 million senior credit facility with Wells Fargo Bank, N.A. which provided it with an initial borrowing base of $13.0 million.

In November 2012, Santa Maria Energy entered into an amended and restated $50.0 million senior credit facility with Mutual of Omaha, which replaced the $100.0 million facility. This senior credit facility provides borrowing availability of $20.0 million. The original loan amount consisted of a $9.0 million borrowing base (based on Santa Maria Energy’s Monterey reserves) and an $11.0 million borrowing availability supported by the Kayne Guaranty. In exchange for posting the Kayne Guaranty, Santa Maria Energy agreed to the following terms with the Kayne Investors: (1) payment of a $1.5 million fee upon certain trigger events; and (2) if the Kayne Guaranty is called by Mutual of Omaha, (i) the Kayne Investors shall have the right to elect a majority to the Santa Maria Energy’s board of managers, and (ii) Santa Maria Energy shall execute a note payable to the Kayne Investors for the amount paid pursuant to the Kayne Guaranty, which will accrue interest at 12%. Mutual of Omaha has the right to call upon the Kayne Guaranty on the earlier of (a) maturity or acceleration of the facility, (b) violation of certain debt covenants, or (c) December 31, 2013.

Santa Maria Energy’s senior credit facility contains negative covenants that limit its ability, as well as the ability of its subsidiaries, among other things, to incur additional debt, pay dividends on stock, make distributions of cash or property, change the nature of its business or operations, redeem stock, make investments, create liens, enter into leases, sell assets, sell capital stock of subsidiaries, guarantee other indebtedness, enter into agreements that restrict dividends from subsidiaries, enter into certain types of swap agreements, enter into take-or-pay or other prepayment arrangements, merge or consolidate and enter into transactions with affiliates. Santa Maria Energy is required to maintain an interest coverage ratio of no less than 1.25 to 1.00, a current ratio of 1.00 to 1.00 (including unused availability) and a net worth of $73.0 million. Furthermore, Santa Maria Energy is obligated to reduce general and administrative expenses to specifically targeted levels that are significantly below current expense levels if certain criteria are not met.

In June 2013, the payment date of the fee associated with the Kayne Guaranty was extended to the earlier of January 1, 2015 or the closing of an equity transaction. Santa Maria Energy also entered into a first amendment to the senior credit facility in June 2013 whereby (1) the borrowing base was increased to $10.0 million (based on Santa Maria Energy’s Monterey reserves) causing an automatic reduction in the Kayne Guaranty to $10.0 million, and (2) the date for the required reduction in general and administrative expense was extended to January 1, 2014.

On December 11, 2013, Santa Maria Energy entered into a second amendment to its senior credit facility whereby the borrowing base was increased to $13.0 million (based on Santa Maria Energy’s Monterey and Diatomite reserves). In addition, the trigger date for a forced reduction of general and administrative costs was moved from January 1, 2014 to May 31, 2014. Also, the expiration of the Kayne Guaranty was extended from December 31, 2013 to May 31, 2014, and the full amount of the Kayne Guaranty was made available to Santa Maria Energy. This increased the amount available under the senior credit facility to $24 million. Finally, the maturity date of the senior lenders note was moved from November 2013 to February 2014. Santa Maria Energy expects that the borrowing base will be maintained at $13.0 million upon the consummation of the merger. See “Financing Activities—Kayne Guaranty” and “Certain Relationships and Related Transactions—Certain Santa Maria Energy Transactions—Transactions with Kayne Investors—Kayne Guaranty” for further discussion on the Kayne Guaranty.

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Sector Note

In 2010, Santa Maria Energy assumed a limited recourse debt obligation of Casmalia Investors, LLC (“CILLC”) in the aggregate principal amount of $1.8 million payable to Sector Capital Corporation (“Sector,” and the obligation referred to as the “Sector Note”). The President of Sector, William Dell’Orfano, serves on the board of managers of Santa Maria Energy. The debt obligation was secured by a lien on the working interests contributed by CILLC as part of a roll-up transaction, which included a 21.7% working interest in NW Casmalia and 2.7% working in each of Orcutt Diatomite and Orcutt Monterey fields. The terms of the transaction with CILLC provided that CILLC (through its members) was primarily liable for the Sector Note. During 2011 and 2012, the CILLC members funded to Santa Maria Energy approximately $1.9 million in two separate tranches, which Santa Maria Energy remitted to Sector as a reduction of the outstanding principal and interest. The remaining principal balance of $0.25 million was due December 31, 2012.

Santa Maria Energy opted to not repay the outstanding balance of this note on behalf of the CILLC members at December 21, 2012. Subsequently, Sector declared the unpaid loan in default in January 2013.

In November 2013, the Kayne Investors paid the remaining balance on behalf of the non-paying CILLC members. In exchange for making such payment, the Kayne Investors received 196,263 common units (0.38% of the outstanding Santa Maria Energy common units) that were forfeited by the non-paying members of CILLC in accordance with an agreed upon formula.

Preferred Units

Under the Santa Maria Energy Holdings, LLC’s limited liability company agreement, Santa Maria Energy had the right to issue to the Kayne Investors up to an aggregate of fifty thousand (50,000) preferred units representing redeemable membership interests in Santa Maria Energy at a purchase price of $1,000 per preferred unit. In connection with each purchase of the preferred units, Santa Maria Energy was required to grant the Kayne Investors an aggregate share of the common units in amount determined in accordance with a pre-agreed formula.

In February 2012, Santa Maria Energy made its last draw of $5.0 million from the Kayne Investors. As of September 30, 2013, the Kayne Investors owned 50,000 preferred units and approximately 30% of the common units of Santa Maria Energy.

In December 2013, in conjunction with the changes to Santa Maria Energy’s senior credit facility, the Kayne Investors agreed to amend the Redeemable Preferred Unit Agreement to change the maturity date of the preferred units from December 2014 to March 2015. This change was reflected in an amendment to Santa Maria Energy’s limited liability company agreement.

Capital Requirements

Santa Maria Energy has made and will continue to make capital expenditures for the acquisition, development, exploration and production of oil and natural gas. Santa Maria Energy had a capital budget for 2013, excluding acquisitions, of approximately $4.0 million, including capitalized interest and G&A expenses. Santa Maria Energy’s initial estimate for its capital budget in 2014 is $114.3 million. Santa Maria Energy expects to be able to raise the capital required by the budget through the merger, the Private Equity Financing or other sales of equity, debt borrowings and cash provided by operations. Santa Maria Energy may not receive sufficient proceeds from the Private Equity Financing to fund the capital budget or may not be able to complete the Private Equity Financing or another private placement on favorable terms or at all.

Cash Flows

Santa Maria Energy’s cash flows depend on many factors, including the price of oil and natural gas, the success of its acquisitions and drilling activities and the operational performance of its producing properties. Santa Maria Energy uses derivative instruments to manage its commodity price risk. This practice may prevent

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Santa Maria Energy from receiving the full advantage of increases in oil or natural gas prices above the maximum fixed amount specified in the derivative agreement. Further, Santa Maria Energy becomes subject to the credit risk of the counterparties to such agreements when the price of oil and natural gas decreases below the floor specified in the derivative agreement. The level of derivative activity depends on Santa Maria Energy’s outlook concerning market conditions, available derivative prices and its operating strategy.

The following table summarizes Santa Maria Energy’s cash flows for the years ended December 31, 2010, 2011 and 2012 and for the nine months ended September 30, 2012 and 2013:

	Year Ended December 31,									Nine Months Ended September 30,
	2010			2011			2012			2012			2013
	(in thousands)
Net cash provided by (used in) operating activities	$	(1,668	)	$	(303	)	$	(1,378	)	$	(145	)	$	(198	)
Net cash provided by (used in) investing activities		(9,514	)		(21,760	)		(6,852	)		(6,067	)		(2,433	)
Net cash provided by (used in) financing activities		13,416			21,143			6,542			4,892			2,453
Net increase (decrease) in cash and cash equivalents	$	2,234		$	(919	)	$	(1,688	)	$	(1,320	)	$	(178	)

Cash Flow Provided by (Used in) Operating Activities

During the nine months ended September 30, 2012 and 2013, Santa Maria Energy used cash totaling $0.1 million and $0.2 million, respectively, in operating activities. The decrease in cash flow from operations for the nine months ended September 30, 2013 compared to the nine months ended September 30, 2012 was primarily the result of decreased production volumes and revenues (including derivative settlements), net of the decrease in operating costs, changes in working capital and an increase in interest expense.

During the years ended December 31, 2010, 2011 and 2012, Santa Maria Energy used cash totaling $1.7 million, $0.3 million and $1.4 million, respectively, in operating activities. The increase in cash flows used in operations from 2010 to 2011 and also the decrease in cash flows used in operations from 2011 to 2012 was primarily the result of increased production volumes and revenues (including derivative settlements), net of increased operating costs, interest expense and changes in working capital levels.

Santa Maria Energy’s operating cash flow is sensitive to many variables, the most significant of which is the volatility of prices for oil and natural gas. Prices for these commodities are determined primarily by prevailing market conditions. Factors including regional and worldwide economic activity, weather, infrastructure capacity to reach markets, and other variables which influence market conditions for these products. These factors are beyond Santa Maria Energy’s control and are difficult to predict. For additional information on the impact of changing prices on Santa Maria Energy’s financial position, see “—Quantitative and Qualitative Disclosures About Market Risk.”

Cash Flow Provided by (Used in) Investing Activities

During the nine months ended September 30, 2013, Santa Maria Energy used cash totaling $2.4 million in investing activities, of which Santa Maria Energy had $0.5 million of drilling and well work costs, $0.8 million of regulatory and engineering costs, $0.7 million of expenditures for facilities and $0.4 million of land costs. This represented a 60% decrease from the $6.1 million of cash used during the nine months ended September 30, 2012.

During the years ended December 31, 2010, 2011 and 2012, Santa Maria Energy used cash flows in investing activities of $9.5 million, $21.8 million and $6.9 million, respectively, as a result of its capital expenditures for drilling and development. During 2010, Santa Maria Energy had approximately $3.0 million of drilling and well work costs, $0.5 million of regulatory and engineering costs, $2.6 million of expenditures for facilities and $0.7 million of land costs. During 2011, Santa Maria Energy had approximately $11.0 million of

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drilling and well work costs, $4.0 million of regulatory and engineering costs, $4.9 million of expenditures for facilities, $0.6 million for miscellaneous expenditures, $0.5 million for acquisitions and $0.8 million of land costs. During 2012, Santa Maria Energy had approximately $3.0 million of drilling and well work costs, $1.5 million of regulatory and engineering costs, $2.1 million of expenditures for facilities and $0.4 million of land costs.

Santa Maria Energy’s board of managers approved a capital budget of up to $4.0 million for 2013. The amount, timing and allocation of capital expenditures is largely discretionary and within the board of manager’s control. If oil or natural gas prices decline to levels below acceptable levels or costs increase to levels above acceptable levels, Santa Maria Energy could choose to defer a portion of its budgeted capital expenditures until later periods to achieve the desired balance between sources and uses of liquidity and prioritize capital projects that Santa Maria Energy believes has the highest expected returns and potential to generate near-term cash flow. Santa Maria Energy routinely monitors and adjusts its capital expenditures in response to changes in prices, availability of financing, drilling and acquisition costs, industry conditions, the timing of regulatory approvals, the availability of rigs, success or lack of success in drilling activities, contractual obligations, internally generated cash flow and other factors both within and outside its control.

Cash Flow Provided by (Used in) Financing Activities

Net cash provided by financing activities for the nine months ended September 30, 2013 of $2.5 million resulted from Santa Maria Energy’s additional borrowings under its senior credit facility. Net cash provided by financing activities of $4.9 million during the nine months ended September 30, 2012 resulted from a repayment of borrowings under Santa Maria Energy’s senior credit facility of $0.1 million and an issuance $5.0 million of preferred units.

Net cash provided by financing activities in 2012 of $6.5 million was primarily the result of (i) net draws under the senior credit facility of $1.5 million and (ii) an issuance $5.0 million of preferred units.

Net cash provided by financing activities in 2011 of $21.1 million was primarily the result of (i) $21.0 million of cash provided by the issuance of preferred units and (ii) net borrowings of $0.1 million on Santa Maria Energy’s senior credit facility.

Net cash provided by financing activities in 2010 of $13.4 million was primarily a result of (i) $7.5 million of cash provided by the issuance of preferred units and (ii) net draws of $5.9 million on Santa Maria Energy’s senior credit facility.

Contractual Obligations

A summary of Santa Maria Energy’s outstanding contractual obligations as of September 30, 2013 for the next five years and thereafter is provided in the following table.

Santa Maria Energy had the following obligations at September 30, 2013 (in thousands):

	Total		2013		2014		2015		2016		2017		Thereafter
Long term debt (1)	$	17,405	$	247	$	17,129	$	29	$	—	$	—	$	—
Guaranty fee		1,500		—		1,500		—		—		—		—
Interest on debt		102		102		—		—		—		—		—
Operating leases		2,153		72		380		453		565		480		203
	$	21,160	$	421	$	19,009	$	482	$	565	$	480	$	203

(1) Includes outstanding principal amount at September 30, 2013. This table does not include future commitment fees, interest expense or other fees on the senior credit facility because these are floating-rate instruments and Santa Maria Energy cannot determine with accuracy the timing of future loan advances, repayments or future interest rates to be charged.

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Santa Maria Energy’s long-term debt consists of the Sector Note, a related party note and the senior credit facility. Asset retirement obligations represent the estimated fair value at September 30, 2013 of Santa Maria Energy’s obligations with respect to the retirement and abandonment of its oil and natural gas properties. Each reporting period, the liability is accreted to its then present value. The ultimate settlement amount and the timing of the settlement of such obligations are unknown because they are subject to, among other things, federal, state and local regulation and economic factors. Operating leases relate primarily to obligations associated with Santa Maria Energy’s office facilities. Subsequent to September 30, 2013, the Sector Note was cancelled. See “Certain Relationships and Related Transactions —Certain Santa Maria Energy Transactions—Sector Note.”

Critical Accounting Policies and Estimates

The financial statements provided herein have been prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts of Santa Maria Energy. In preparing the accompanying financial statements, management has made certain estimates and assumptions that affect reported amounts in the financial statements and disclosures of contingencies. Actual results may differ from those estimates. Significant assumptions are required in the valuation of proved oil and natural gas reserves and asset retirement obligations. It is at least reasonably possible these estimates could be revised in the near term, and these revisions could be material.

Santa Maria Energy’s estimates of oil and natural gas reserves are the most significant estimates used. All of the reserve data in the accompanying financial statements are estimates. Petroleum engineering is a subjective process of estimating underground accumulations of oil and natural gas. There are numerous uncertainties inherent in estimating quantities of proved oil and natural gas reserves. The accuracy of any reserve estimates is a function of the quality of available data and of engineering and geological interpretation and judgment. As a result, reserve estimates may be different from the quantities of oil and natural gas that are ultimately recovered.

Furthermore, estimating reserves is not an exact science. Estimates can be expected to change as additional information becomes available. Estimates of oil and natural gas reserves are projections based on the interpretation of engineering data to determine future rates of production and the timing of development expenditures. The accuracy of any reserve estimate is a function of the quality of available data and the engineering and geological interpretation and judgment of the estimator. Accordingly, there can be no assurance that the reserves as estimated will ultimately be produced, nor can there be assurance that the proved undeveloped reserves as estimated will be developed within the period anticipated.

Oil and Natural Gas Properties.

Santa Maria Energy uses the full cost method of accounting for oil and natural gas producing activities. All costs incurred in the acquisition, exploration and development of properties, including costs of unsuccessful exploration, costs of surrendered and abandoned leaseholds, delay lease rentals and the fair value of estimated future costs of site restoration, dismantlement and abandonment activities, a portion of general and administrative expenses and improved recovery systems are capitalized within the cost center. Capitalized general and administrative costs include salaries, employee benefits, costs of consulting services and other specifically identifiable costs and do not include costs related to production operations, general corporate overhead or similar activities. Improved recovery systems include costs related to drilling injection wells and related facilities. Santa Maria Energy capitalized general and administrative costs of $0.5 million directly related to its acquisition, exploration and development activities for the year ended December 31, 2010. Santa Maria Energy did not capitalize any general and administrative costs for the years ended December 31, 2011 and 2012 or for the nine months ended September 30, 2012 and 2013. Expenditures for maintenance and repairs and operating, maintaining and repairing improved recovery system are charged to lease operating expense in the period incurred.

Investments in unproved properties are not depleted pending determination of the existence of proved reserves. Unproved properties are assessed quarterly to ascertain whether impairment has occurred. Unproved

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properties whose costs are individually significant are assessed individually by considering the primary lease terms of the properties, the holding period of the properties, and geographic and geologic data obtained relating to the properties. Where it is not practicable to assess individually the amount of impairment of properties for which costs are not individually significant, such properties are grouped for purposes of assessing impairment. The amount of impairment assessed is added to the costs to be amortized. During 2012, Santa Maria Energy transferred $1,167,288 of unproved property costs to the full cost pool.

Pursuant to full cost accounting rules, Santa Maria Energy must perform a ceiling test each quarter on its proved oil and natural gas assets. The ceiling test provides that capitalized costs less related accumulated depletion and deferred income taxes for each cost center may not exceed the sum of (1) the present value of future net revenue from estimated production of proved oil and natural gas reserves using current prices, excluding the future cash outflows associated with settling asset retirement obligations that have been accrued on the balance sheet, and a discount factor of 10%; plus (2) the cost of properties not being amortized, if any; plus (3) the lower of cost or estimated fair value of unproved properties included in the costs being amortized, if any; less (4) income tax effects related to differences in the book and tax basis of oil and natural gas properties. Should the net capitalized costs for a cost center exceed the sum of the components noted above, an impairment charge would be recognized to the extent of the excess capitalized costs. Santa Maria Energy has not recorded any impairments for any of the periods discussed in this joint proxy statement/prospectus.

No gain or loss is recognized upon the sale or abandonment of undeveloped or producing oil and natural gas properties unless the sale represents a significant portion of oil and natural gas properties and the gain significantly alters the relationship between capitalized costs and proved oil reserves of the cost center.

Depletion and amortization of oil and natural gas properties is computed on the unit-of-production method based on proved reserves. Amortizable costs include estimates of future development costs proved undeveloped reserves and asset retirement obligations.

Oil and Natural Gas Reserve Quantities and Standardized Measure of Future Cash Flows

Santa Maria Energy’s independent petroleum engineering firm and internal technical staff prepare the estimates of oil and natural gas reserves and associated future net cash flows. Current accounting guidance allows only proved oil and natural gas reserves to be included in Santa Maria Energy’s financial statement disclosures. The SEC has defined proved reserves as the estimated quantities of oil and natural gas which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Santa Maria Energy’s independent petroleum engineering firm and internal technical staff must make a number of subjective assumptions based on their professional judgment in developing reserve estimates. Reserve estimates are updated semi-annually and consider recent production levels and other technical information about each field. Oil and natural gas reserve engineering is a subjective process of estimating underground accumulations of oil and natural gas that cannot be precisely measured. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Periodic revisions to the estimated reserves and future cash flows may be necessary as a result of a number of factors, including reservoir performance, new drilling, oil and natural gas prices, cost changes, technological advances, new geological or geophysical data, or other economic factors. Accordingly, reserve estimates are generally different from the quantities of oil and natural gas that are ultimately recovered. Santa Maria Energy cannot predict the amounts or timing of future reserve revisions. If such revisions are significant, they could significantly affect future amortization of capitalized costs and result in impairment of assets that may be material.

Off-Balance Sheet Arrangements

As of September 30, 2013, Santa Maria Energy did not have any off-balance sheet arrangements other than operating leases. See “—Contractual Obligations” for more information concerning the commitments under Santa Maria Energy’s operating leases agreements.

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Quantitative and Qualitative Disclosures About Market Risk

The primary objective of the following information is to provide forward-looking quantitative and qualitative information about Santa Maria Energy’s potential exposure to market risk. The term “market risk” refers to the risk of loss arising from adverse changes in natural gas and oil prices and interest rates. The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. This forward-looking information provides indicators of how Santa Maria Energy views and manages its ongoing market risk exposures. All of Santa Maria Energy’s market risk sensitive instruments were entered into for hedging purposes, rather than for speculative trading.

Commodity Price Risk Management Activities

Santa Maria Energy’s primary market risk exposure is in the price it receives for its oil and natural gas production. Realized pricing is primarily driven by spot regional market prices for oil and natural gas. Pricing for oil and natural gas production has been volatile and unpredictable for several years, and Santa Maria Energy expects this volatility to continue in the future. The prices Santa Maria Energy receives for production depends on many factors outside of its control, including volatility in the differences between product prices at the point of sale and the applicable index price.

To mitigate some of the potential negative impact on cash flow caused by downward changes in oil and upward changes in natural gas prices, Santa Maria Energy uses financial instruments to manage its risk exposure to price volatility. The financial instruments currently in place consist of swaps which are Brent-denominated. Santa Maria Energy may utilize derivatives based on other indices or markets where appropriate and utilize other financial products such as puts and basis swaps in order to better reduce its basis risk. The contracts currently provide price stability for a portion of Santa Maria Energy’s sales forecasted to occur within the next four-year period. Santa Maria Energy’s policies prohibit the use of commodity derivatives for speculative purposes and permit utilization of derivatives only if there is an underlying physical position. Santa Maria Energy manages price risk on only a portion of its anticipated production, so the remaining portion of its production is subject to the full fluctuation of market pricing.

Santa Maria Energy has a hedging policy that authorizes hedges on a rolling basis, up to a maximum hedge at any time of 90% of the Orcutt Monterey proved developed producing reserves and up to 36 months. In conjunction with its senior credit facility, Santa Maria Energy extended the initial hedge period out to 48 months in November 2012. Santa Maria Energy has not entered into any additional hedges extending the period beyond its 36 month rolling hedge policy.

At September 30, 2013, Santa Maria Energy had in place oil swaps covering portions of its projected production from 2013 through October 2016. Santa Maria Energy’s commodity hedge position as of September 30, 2013 is summarized in note 3 to Santa Maria Energy’s unaudited condensed consolidated financial statements included in this joint proxy statement/prospectus. Santa Maria Energy’s senior credit facility allows it to hedge up to 85% of its estimated production from its Orcutt Monterey proved reserves. If Santa Maria Energy did not have the hedges in place, based on its annual production and its fixed price contracts, Santa Maria Energy’s income for the nine months ended September 30, 2013 would have decreased by approximately $0.034 million for each $1.00 decrease per Bbl in oil prices below the average price hedged of $103.65/Bbl.

All derivative instruments, other than those that meet the normal purchase and normal sales exception, are recorded at fair market value in accordance with U.S. GAAP and are included in the consolidated balance sheets as assets or liabilities. Fair values are adjusted for non-performance risk. Because Santa Maria Energy cannot designate these hedges as accounting hedges, it does not receive accounting hedge treatment and all mark-to-market gains or losses as well as cash receipts or payments on settled derivative instruments are recognized in its results of operations as either “Realized loss on commodity derivatives” or “Unrealized gain on mark-to-market commodity derivatives.”

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Mark-to-market adjustments of derivative instruments produce earnings volatility but have no cash flow impact relative to changes in market prices until the derivative contracts are settled. Santa Maria Energy expects continued volatility in the fair value of its derivative instruments. Santa Maria Energy’s cash flow is only impacted when the underlying physical sales transaction takes place in the future and the associated derivative instrument contract is settled by making or receiving a payment to or from a counterparty. At September 30, 2013, the estimated fair value of Santa Maria Energy’s commodity derivative instruments was a net liability of $0.3 million, comprised of current and non-current liabilities. None of these commodity derivative instruments were entered into for trading or speculative purposes.

By removing price volatility from a portion of Santa Maria Energy’s expected natural gas production through October 2016, Santa Maria Energy has mitigated, but not eliminated, the potential effects of changing prices on its operating cash flow for those periods. While mitigating negative effects of falling commodity prices, these derivative contracts also limit the benefits Santa Maria Energy would receive from increases in commodity prices.

As of September 30, 2013, Santa Maria Energy has hedged daily volumes of 122 Bbls of oil for the remainder of 2013 and daily volumes of 118 Bbls of oil for 2014, 113 Bbls of oil for 2015 and 99 Bbls of oil for 2016. For 2014, 2015 and 2016, the swaps have an average strike price of $99.00/Bbl, $95.20/Bbl and $92.75/Bbl, respectively. These swaps may limit Santa Maria Energy’s potential gains if oil prices rise above the specified price ceilings.

Interest Rate Risks

Santa Maria Energy’s primary exposure to interest rate risk results from outstanding borrowings under its senior credit facility, which has a floating interest rate. The average annual interest rate incurred on this indebtedness for the nine months ended September 30, 2013 was approximately 5.6%. A 1.0% increase in each of the average LIBOR rate and federal funds rate for the nine months ended September 30, 2013 would have resulted in an estimated $0.1 million increase in interest expense for that period. Santa Maria Energy had no outstanding interest rate derivatives for hedging purposes at September 30, 2013.

Counterparty and Customer Credit Risk

Santa Maria Energy’s principal exposures to credit risk are due to receivables resulting from commodity derivatives contracts ($0.0 million at September 30, 2013) and the sale of its oil and natural gas production ($1.1 million at September 30, 2013).

By using derivative instruments that are not traded on an exchange to hedge exposures to changes in commodity prices, Santa Maria Energy exposes itself to the credit risk of counterparties. Credit risk is the potential failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty is expected to pay Santa Maria Energy, which creates credit risk. To minimize the credit risk in derivative instruments, it is Santa Maria Energy’s policy to enter into derivative contracts only with counterparties that are creditworthy institutions deemed by management as competent and competitive market-makers. The creditworthiness of the counterparties is subject to periodic review. Santa Maria Energy has economic hedges in place with one counterparty. The fair value of Santa Maria Energy’s commodity derivative contracts was approximately $(0.3) million at September 30, 2013. Santa Maria Energy believes that its risk with its hedging counterparty currently is an acceptable credit risk. Other than as provided by the intercreditor agreement executed pursuant to Santa Maria Energy’s senior credit facility, Santa Maria Energy is not required to provide credit support or collateral to its counterparty under its contracts, nor is the counterparty required to provide credit support to Santa Maria Energy. As of September 30, 2013, Santa Maria Energy did not have any past-due receivables from or payables to any of its counterparties.

Santa Maria Energy is also subject to credit risk due to concentration of its oil receivables with a single customer. Santa Maria Energy does not require that customer to post collateral. The inability or failure of this significant customer to meet its obligations to Santa Maria Energy or the customer’s insolvency or liquidation may adversely affect Santa Maria Energy’s financial results.

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ADDITIONAL INFORMATION ABOUT HYDE PARK

Introduction

Hyde Park was incorporated on February 24, 2011 in order to serve as a vehicle for the acquisition of a target business. Prior to executing the Merger Agreement, Hyde Park’s efforts were limited to organizational activities, completion of its initial public offering and the evaluation of possible business combinations.

Formation

In April 2011, in connection with its formation, Hyde Park issued an aggregate of 2,524,391 founders’ shares for $25,000 in cash, at a purchase price of approximately $0.01 per share to its sponsors. In July 2011, Hyde Park effected a stock dividend of approximately 0.139 shares for each outstanding share of common stock. In October 2011, Hyde Park’s sponsors contributed 718,750 founders’ shares to its capital at no cost, resulting in its sponsors owning an aggregate of 2,156,250 founders’ shares.

Initial Public Offering

On August 7, 2012, Hyde Park consummated its initial public offering of 7,500,000 shares of common stock. The shares of common stock were sold at an offering price of $10.00 per share, generating gross proceeds of $75,000,000. Simultaneously with the consummation of the initial public offering, Hyde Park consummated the private placement of 693,750 shares of common stock to the sponsors at a price of $10.00 per share, generating proceeds of $6,937,500. Hyde Park paid a total of $1,687,500 in underwriting discounts and commissions (not including up to $2,062,500 of deferred fees that will be payable if the merger is consummated) and $544,262 for other costs and expenses related to the initial public offering, resulting in net proceeds of $72,768,238.

On September 15, 2012, Hyde Park’s sponsors forfeited an aggregate of 281,250 founders’ shares upon the underwriters’ election not to exercise the over-allotment option granted in connection with the initial public offering, resulting in the sponsors owning an aggregate of 1,875,000 founders’ shares, in addition to the 693,750 shares of common stock acquired by Hyde Park’s sponsors in the private placement consummated simultaneously with Hyde Park’s initial public offering, for a total of 2,568,750 shares of common stock.

Offering Proceeds Held in Trust

The net proceeds from the initial public offering, $71,812,500, plus the $6,937,500 Hyde Park received from the private placement, for an aggregate of $78,750,000, were placed in a trust account at Morgan Stanley Smith Barney, with Continental Stock Transfer & Trust Company acting as trustee. Except as described in the prospectus for Hyde Park’s initial public offering and in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Hyde Park,” these proceeds will not be released until the earlier of the consummation of an initial business combination and the redemption of 100% of the outstanding public shares upon Hyde Park’s failure to consummate a business combination by May 1, 2014.

NASDAQ Listing

Commencing immediately after its initial public offering, Hyde Park’s common stock began trading on NASDAQ under the ticker symbol “HPAC.” Hyde Park anticipates that, if the merger is consummated, Hyde Park will seek to delist its securities from NASDAQ.

Stockholder Approval of Merger

Under Hyde Park’s amended and restated certificate of incorporation, in connection with any proposed business combination, Hyde Park may either (i) seek stockholder approval of an initial business combination at a

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meeting called for such purpose at which stockholders may seek to convert their shares, regardless of whether they vote for or against the proposed merger, or (ii) provide Hyde Park’s stockholders with the opportunity to sell their shares to Hyde Park by means of a tender offer (and thereby avoid the need for a stockholder vote), in each case subject to the limitations described in the prospectus for Hyde Park’s initial public offering. Hyde Park’s board of directors has determined to seek stockholder approval of the merger at the special meeting as described in this joint proxy statement/prospectus. Accordingly, in connection with the merger, stockholders may seek to convert their shares in accordance with the procedures set forth in this joint proxy statement/prospectus and Hyde Park will not provide stockholders the opportunity to sell their shares to it by means of a tender offer.

In connection with any vote for a proposed merger, Hyde Park may consummate a merger only if (1) the holders of a majority of the IPO shares represented in person or by proxy and entitled to vote at the meeting vote in favor of the merger and (2) Hyde Park has net tangible assets of at least $5,000,001 upon such consummation. In addition, the DGCL requires the Hyde Park merger to be approved by the holders of a majority of the outstanding shares of Hyde Park common stock.

Voting Restrictions in Connection with Stockholder Meeting

In connection with any vote for a proposed business combination, including the vote with respect to the merger proposal, all of Hyde Park’s sponsors, including its officers and directors, have agreed to vote their sponsors’ shares and any IPO shares that they have acquired or will acquire, in favor of such proposed merger.

None of Hyde Park’s sponsors, including its officers and directors, or their affiliates has purchased any shares of common stock in the open market or in private transactions. However, at any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding Hyde Park or its securities, the Hyde Park sponsors and/or their respective affiliates may purchase additional shares from institutional and other investors who vote, or indicate an intention to vote, against the merger proposal, or execute agreements to purchase such shares from them in the future, or they may enter into transactions with such persons and others to provide them with incentives to acquire shares of Hyde Park’s common stock or to not demand conversion rights. The funds for any such purchases will either come from cash available to such purchasing parties or from third-party financing, none of which has been sought at this time. While the exact nature of any such incentives has not been determined as of the date of this joint proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares owned by the Hyde Park sponsors for nominal value. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that the holders of a majority of the IPO shares represented in person or by proxy and entitled to vote at the special meeting vote in favor of the merger proposal and that Hyde Park will satisfy the requirement under the Merger Agreement that it have at least $40 million of cash in its trust account after giving effect to the exercise of conversion rights by Hyde Park stockholders upon the consummation of the merger, where it appears that such requirements would otherwise not be met. All shares purchased by the Hyde Park sponsors and/or their respective affiliates pursuant to such arrangements would be voted in favor of the proposed merger. As of the date of this joint proxy statement/prospectus, there have been no such discussions, and no agreements to such effect have been entered into with any such investor or holder.

Conversion Rights in Connection with Stockholder Meeting

Each public stockholder has the right, regardless of whether such stockholder is voting for or against such proposed merger, to demand that Hyde Park convert such stockholder shares into cash equal to the pro rata share of the trust account. Notwithstanding the foregoing, a public stockholder, together with any affiliate or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking conversion rights with respect to 20% or more of the shares of common stock sold in the initial public offering without Hyde Park’s prior written consent.

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Hyde Park’s sponsors, including its officers and directors, have agreed not to convert any sponsors’ shares or IPO shares in connection with a stockholder vote to approve a proposed initial business combination or sell any shares to Hyde Park pursuant to any tender offer described above. See the section entitled “—Stockholder Approval of Merger.”

Liquidation if No Merger

Under Hyde Park’s amended and restated certificate of incorporation, if Hyde Park does not complete the merger or another initial business combination by May 1, 2014, Hyde Park will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to an amount described below, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Hyde Park’s remaining stockholders and its board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The sponsors will not participate in any redemption distribution with respect to their sponsors’ shares.

The proceeds deposited in the trust account could, however, become subject to the claims of Hyde Park’s creditors which would be prior to the claims of its public stockholders. Hyde Park’s officers have agreed that they will be jointly and severally liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Hyde Park for services rendered or contracted for or products sold to Hyde Park, but they may not be able to satisfy their indemnification obligations if they are required to do so. Notwithstanding the foregoing, they will have no personal liability under this indemnity (i) as to any claimed amounts owed to a target business or vendor or other entity who has executed a valid and enforceable agreement with Hyde Park waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, or (ii) as to any claims under the indemnity with the underwriters of Hyde Park’s initial public offering against certain liabilities, including liabilities under the Securities Act. Although Hyde Park has obtained waiver agreements from vendors and service providers it has engaged, including Santa Maria Energy in connection with the merger, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, and although Hyde Park will seek such waivers from vendors it engages in the future, there is no guarantee that Santa Maria Energy or other vendors who have or will have executed such waivers or other vendors who did not execute such waivers will not seek recourse against the trust account. There is also no guarantee that Santa Maria Energy or other third parties would not challenge the enforceability of these waivers and bring claims against the trust account for monies owed them.

If Hyde Park is unable to conclude its initial business combination and it expends all of the net proceeds of its initial public offering that were not deposited in the trust account, without taking into account any interest earned on and taxes and other expenses payable with respect to the trust account, Hyde Park expects that the initial per-share redemption price will be approximately $10.50. The proceeds deposited in the trust account could, however, become subject to claims of Hyde Park’s creditors, as described above in this section, that are in preference to the claims of Hyde Park’s stockholders. In addition, if Hyde Park is forced to file for bankruptcy, or an involuntary bankruptcy case is filed against Hyde Park that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in Hyde Park’s bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. Therefore, the actual per-share redemption price may be less than $10.50.

Hyde Park’s public stockholders are entitled to receive funds from the trust account only in the event of its failure to complete a business combination within the required time periods or if the stockholders seek to have Hyde Park convert their respective shares for cash upon a business combination which is actually completed by Hyde Park. In no other circumstances does a stockholder have any right or interest of any kind to or in the trust account.

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Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The portion of Hyde Park’s trust account distributed to its public stockholders upon the redemption of 100% of its outstanding public shares in the event Hyde Park does not complete its initial business combination by May 1, 2014 may be considered a liquidation distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

Furthermore, if the portion of Hyde Park’s trust account distributed to its public stockholders upon the redemption of 100% of its public shares in the event Hyde Park does not complete its initial business combination by May 1, 2014 is not considered a liquidation distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidation distribution. If Hyde Park is unable to complete a business combination within the prescribed time frame, it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than five business days thereafter, redeem 100% of the outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Hyde Park’s remaining stockholders and its board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Accordingly, if a business combination does not occur, it is Hyde Park’s intention to redeem its public shares as soon as reasonably possible following the expiration of the time periods described above and, therefore, Hyde Park does not intend to comply with the procedures required by Section 280 of the DGCL, which would limit the amount and duration of Hyde Park’s stockholders’ liability with respect to liquidating distributions as described above. As such, Hyde Park’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of Hyde Park’s stockholders may extend well beyond the third anniversary of such date.

Because Hyde Park will not be complying with Section 280 of the DGCL, Section 281(b) of the DGCL requires Hyde Park to adopt a plan, based on facts known to it at such time that will provide for its payment of all existing and pending claims or claims that may be potentially brought against it within the subsequent ten years. However, because Hyde Park is a blank check company, rather than an operating company, and Hyde Park’s operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise prior to the consummation of the merger would be from its vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.

Hyde Park will pay the costs of any subsequent liquidation from its remaining assets outside of the trust account. If such funds are insufficient, Hyde Park’s officers have agreed to pay the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $15,000) and has agreed not to seek repayment for such expenses.

Facilities

Hyde Park maintains its executive offices at 500 Fifth Avenue, 50^th Floor, New York, New York 10110. The cost for this space is included in a $10,000 per-month fee ProChannel Management, LLC, an affiliate of Laurence S. Levy, Hyde Park’s Executive Chairman of the Board and Chief Executive Officer, charges Hyde Park for general and administrative services pursuant to a letter agreement between Hyde Park and ProChannel

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Management, LLC. Hyde Park’s management believes, based on rents and fees for similar services in the New York City metropolitan area that the fee charged by ProChannel Management, LLC is at least as favorable as Hyde Park could have obtained from an unaffiliated person. Hyde Park considers its current office space, combined with the other office space otherwise available to its executive officers, adequate for its current operations. Hyde Park anticipates maintaining use of such office space and services after the consummation of the merger, with the terms of such arrangement being reconsidered from time to time.

Employees

Hyde Park presently has two executive officers. These individuals are not currently obligated to devote any specific number of hours to Hyde Park’s matters and intend to devote only as much time as each of them deems necessary to Hyde Park’s affairs. Hyde Park does not intend to have any full time employees prior to the consummation of a business combination.

Executive Officers and Directors

Hyde Park’s current directors and executive officers are as follows:

Name	Age	Position
Laurence S. Levy	57	Executive Chairman of the Board and Chief Executive Officer
Edward Levy	49	Executive Vice Chairman of the Board and President
Mark Dalton	57	Director
Richard Klapow	53	Director
Jason Grant	41	Director

Laurence S. Levy has served as Hyde Park’s Executive Chairman since Hyde Park’s inception and also serves as Hyde Park’s Chief Executive Officer. Mr. Levy currently serves as Executive Chairman of Rand Logistics, Inc., a NASDAQ-listed company and leading provider of bulk freight shipping services throughout the Great Lakes region, and prior to June 2013, served as Rand’s Chairman and Chief Executive Officer. Mr. Levy founded the predecessor to Hyde Park Holdings, LLC in July 1986 and has since served as its chairman. Hyde Park Holdings, LLC is an investor in middle market businesses. Mr. Levy serves as an officer or director of several companies in which Hyde Park Holdings, LLC or its affiliates have made investments. Presently, these companies include: Ozburn-Hessey Logistics LLC, a national logistics services company, of which Mr. Levy is a director; Derby Industries LLC, a sub-assembly business to the appliance, food and transportation industries, of which Mr. Levy is chairman; PFI Resource Management LP, an investor in the Private Funding Initiative program in the United Kingdom, of which Mr. Levy is general partner; Regency Affiliates, Inc., a diversified company, of which Mr. Levy is chairman, chief executive officer and president; and Warehouse Associates L.P., a provider of warehouse and logistics services, of which Mr. Levy is chairman. Mr. Levy is a director of Sunbelt Holdings, Inc., a leading distributor of wine and spirits. Mr. Levy also serves as Chairman of the Board of Essex Rental Corp., a NASDAQ-listed company and one of North America’s largest providers of lattice-boom crawler crane and attachment rental services, and prior to November 2008 also served as chief executive officer of Essex. Mr. Levy received a Bachelor of Commerce degree and a Bachelor of Accountancy degree from the University of Witwatersrand in Johannesburg, South Africa and an M.B.A. from Harvard University, where he graduated as a Baker Scholar. He is a Chartered Accountant (South Africa). Laurence S. Levy is not related to Edward Levy. It is anticipated that Mr. Levy will serve on Santa Maria Energy Corporation’s board of directors. Mr. Levy’s expertise in developing, financing and providing strong executive leadership to numerous holding companies contributed to the conclusion that he should serve as a director of Santa Maria Energy Corporation.

Edward Levy has served as Hyde Park’s Executive Vice Chairman since October 2011 and also serves as Hyde Park’s President. Since 2006, Mr. Levy has served as the President of Rand Logistics, Inc., a NASDAQ-listed company and leading provider of bulk freight shipping services throughout the Great Lakes region. Since March 2006, Mr. Levy has also served as Vice Chairman and Managing Director of Hyde Park Holdings, LLC,

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an investor in middle market businesses. Mr. Levy was a managing director of CIBC World Markets Corp. from August 1995 through December 2004, and was co-head of CIBC World Markets Corp.’s Leveraged Finance Group from June 2001 until December 2004. Mr. Levy also serves as Vice Chairman of Essex Rental Corp., a NASDAQ-listed company and one of North America’s largest providers of lattice-boom crawler crane and attachment rental services. From February 1990 to August 1995, Mr. Levy was a managing director of Argosy Group L.P., a private investment banking firm. Mr. Levy is currently a director of Derby Industries. From July 1999 until March 2005, he was also a director of Booth Creek Ski Holdings, Inc., a reporting company under the Exchange Act that owns and operates six ski resort complexes encompassing nine separate resorts. Mr. Levy is also a member of the board of directors of a number of privately-held companies. Mr. Levy received a B.A. from Connecticut College. Edward Levy is not related to Laurence S. Levy. It is anticipated that Mr. Levy will serve on Santa Maria Energy Corporation’s board of directors. Mr. Levy’s experience as a board member of multiple publicly traded and privately held companies, and expertise in developing and financing numerous holding companies contributed to the conclusion that he should serve as a director of Santa Maria Energy Corporation.

Jason Grant has served as a member of Hyde Park’s board of directors since April 2012. From July 2010 through December 2012, Mr. Grant served as the Chief Financial Officer and Executive Vice President of United Maritime Group, LLC, an independent provider of dry-bulk logistics solutions and an integrated transportation and logistics service provider to the U.S. export coal and petroleum coke markets. From 2002 to June 2010, Mr. Grant was affiliated with Atlas Air Worldwide Holdings Inc., a publicly traded global provider of outsourced aircraft and aviation operating services, most recently serving as its Chief Financial Officer and Senior Vice President. Prior to joining Atlas Air Worldwide, Mr. Grant served as a Manager of the Financial Planning and Financial Analysis Groups of American Airlines. Mr. Grant holds a Bachelor’s degree in Business Administration from Wilfrid Laurier University and a Master’s degree in business administration from Simon Fraser University in Canada.

Mark Dalton has served as a member of Hyde Park’s board of directors since May 2012. Mr. Dalton has over 15 years of experience sourcing, diligencing and actively managing private equity investments, including restructuring, leveraged finance and capital markets experience. Mr. Dalton is currently the Managing Principal of Halsey Lane Holdings, LLC, a provider of private equity-focused advice to lenders who become unintended owners of reorganized companies. Prior to forming Halsey Lane in 2009, Mr. Dalton was a Managing Director of Avenue Capital Group, a distressed debt fund, from May 2007 to May 2009. From August 2001 to May 2007, Mr. Dalton served as Managing Director of Trimaran Fund Management, a private equity fund affiliated with CIBC, and from March 1994 to August 2001 as a Managing Director in the Leveraged Finance Group of CIBC World Markets Corp. and its predecessor The Argosy Group. Mr. Dalton has served on the board of directors of Panavision Inc., Standard Steel, LLC, Medical Staffing Network Healthcare, LLC, Vertis Communications, Accuride Corporation and FreightCar America Inc. Mr. Dalton holds a B.S. in Economics from the Wharton School of the University of Pennsylvania and an M.B.A. from the Kellogg School at Northwestern University.

Richard Klapow has served as a member of Hyde Park’s board of directors since April 2012. Mr. Klapow served as a managing director of Alinda Capital Partners, a private investment firm, from July 2008 until October 2012. From February 2001 until June 2008, Mr. Klapow was a managing director of Macquarie Capital, where he played a role in developing the firm’s principal acquisition platform in the U.S. From January 1998 through January 2001, Mr. Klapow was a managing director in the transportation group of Deutsche Bank Securities. Mr. Klapow has played a role in principal investments across a variety of industries including energy, transportation and telecommunications infrastructure. As a managing director of Macquarie Capital, Mr. Klapow led the $3.15 billion buyout of Duquesne Light Holdings, the first successful take-private of a U.S. utility, by a financial sponsor. Mr. Klapow received his M.B.A. from Boston University and his J.D. from Brooklyn Law School, where he was a member of the international law journal.

Code of Ethics

In August 2012, Hyde Park’s board of directors adopted a code of ethics that applies to directors, officers, and employees of Hyde Park and of any subsidiaries it may have in the future (including Hyde Park’s principal

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executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions). Hyde Park will provide, without charge, upon request, copies of the code of ethics. Requests for copies of Hyde Park’s code of ethics should be sent in writing to Hyde Park Acquisition Corp. II, 500 Fifth Avenue, 50th Floor, New York, New York 10110.

Hyde Park Board of Directors and Committees

Hyde Park’s board of directors is divided into two classes with only one class of directors being elected in each year and each class serving a two-year term. The term of office of the first class of directors, consisting of Edward Levy and Jason Grant, will expire at Hyde Park’s first annual meeting of stockholders. The term of office of the second class of directors, consisting of Laurence S. Levy, Mark Dalton and Richard Klapow, will expire at Hyde Park’s second annual meeting.

Audit Committee

Effective August 2012, Hyde Park established an audit committee of the board of directors, which consists of Mark Dalton, Richard Klapow and Jason Grant, each of whom is an independent director. The Hyde Park audit committee’s duties, which are specified in its audit committee charter, include, but are not limited to:

• reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in Hyde Park’s Form 10-K;

• discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of Hyde Park’s financial statements;

• discussing with management major risk assessment and risk management policies;

• monitoring the independence of the independent auditor;

• verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

• reviewing and approving all related-party transactions;

• inquiring and discussing with management Hyde Park’s compliance with applicable laws and regulations;

• pre-approving all audit services and permitted non-audit services to be performed by Hyde Park’s independent auditor, including the fees and terms of the services to be performed;

• appointing or replacing the independent auditor;

• determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

• establishing procedures for the receipt, retention and treatment of complaints received by Hyde Park regarding accounting, internal accounting controls or reports which raise material issues regarding Hyde Park’s financial statements or accounting policies; and

• approving reimbursement of expenses incurred by Hyde Park’s management team in identifying potential target businesses.

The Hyde Park audit committee has been and will be at all times composed exclusively of “independent directors” who are “financially literate” as defined under the NASDAQ listing standards. The NASDAQ listing standards define “financially literate” as being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.

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In addition, Hyde Park must certify to NASDAQ that the Hyde Park audit committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication. Hyde Park’s board of directors has determined that Jason Grant qualifies as an “audit committee financial expert,” as defined under rules and regulations of the SEC.

Upon consummation of the merger, Hyde Park will no longer have an audit committee.

Nominating Committee

Effective August 2012, Hyde Park established a nominating committee of the board of directors, which consists of Mark Dalton, Richard Klapow and Jason Grant, each of whom is an independent director. The Hyde Park nominating committee is responsible for overseeing the selection of persons to be nominated to serve on Hyde Park’s board of directors. The Hyde Park nominating committee considers persons identified by its members, management, stockholders, investment bankers and others.

The guidelines for selecting nominees, which are specified in Hyde Park’s nominating committee charter, generally provide that persons to be nominated:

• should have demonstrated notable or significant achievements in business, education or public service;

• should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and

• should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of Hyde Park’s stockholders.

The Hyde Park nominating committee will consider a number of qualifications relating to management and leadership experience, background, integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The Hyde Park nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The Hyde Park nominating committee does not distinguish among nominees recommended by stockholders and other persons.

There have been no material changes to the procedures by which securityholders may recommend nominees to Hyde Park’s board of directors.

Upon consummation of the merger, Hyde Park will no longer have an nominating committee.

Executive Compensation

Compensation Discussion and Analysis

No executive officer has received any cash compensation for services rendered to Hyde Park. Commencing on August 1, 2012 through the acquisition of a target business, Hyde Park has been paying and will pay ProChannel Management LLC, an affiliate of Laurence S. Levy, a fee of $10,000 per month for providing Hyde Park with office space and certain office and secretarial services. However, this arrangement is solely for Hyde Park’s benefit and is not intended to provide Laurence S. Levy compensation in lieu of a salary. Other than the $10,000 per month administrative fee, no compensation or fees of any kind, including finder’s, consulting fees and other similar fees, will be paid to Hyde Park’s sponsors, member of its management team or their respective affiliates, for services rendered prior to or in connection with the consummation of its initial business combination (regardless of the type of transaction that it is). However, such individuals will receive

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reimbursement for any out-of-pocket expenses incurred by them in connection with activities on Hyde Park’s behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. There is no limit on the amount of out-of-pocket expenses reimbursable by Hyde Park.

Since Hyde Park’s formation, it has not granted any stock options or stock appreciation rights or any other awards under long-term incentive plans to any of its executive officers or directors.

Compensation Committee Interlocks and Insider Participation

Hyde Park does not presently have a compensation committee of its board of directors. Hyde Park does not feel a compensation committee is necessary prior to consummation of the merger as there will be no salary, fees or other compensation being paid to its officers or directors prior to the merger other than as disclosed in this joint proxy statement/prospectus.

Compensation Committee Report

Hyde Park’s board of directors does not maintain a standing compensation committee since it does not compensate its officers or directors.

Hyde Park’s board of directors and management have reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on that review and discussion, the Hyde Park’s board of directors has recommended that the Compensation Discussion and Analysis be included in this joint proxy statement/prospectus.

Respectfully submitted,

Laurence S. Levy

Edward Levy

Mark Dalton

Richard Klapow

Jason Grant

Periodic Reporting and Audited Financial Statements

Hyde Park has registered its common stock under the Exchange Act, and has reporting obligations, including the requirement that it file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, Hyde Park’s annual reports on Form 10-K contain financial statements audited and reported on by its independent registered public accountants. Hyde Park’s reports filed with the SEC can be inspected and copied at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information about the operation of the public reference room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a website at http://www.sec.gov which contains the registration statements, reports, proxy and information statements and information regarding issuers that file electronically with the SEC. Hyde Park will provide electronic or paper copies of such materials free of charge upon request. Hyde Park may be required to have its internal control procedures audited for the fiscal year ending December 31, 2013 as required by the Sarbanes-Oxley Act.

Legal Proceedings

Hyde Park is not involved in any legal proceeding which may have, or have had a significant effect on its business, financial positions, results of operations or liquidity, nor is Hyde Park aware of any proceedings that are pending or threatened which may have a significant effect on such business, financial position, results of operations or liquidity.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF HYDE PARK

The following discussion and analysis should be read in conjunction with the financial statements and related notes of Hyde Park included elsewhere in this joint proxy statement/prospectus. The discussion below contains forward-looking statements that are based upon its current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to a number of factors, many of which are beyond its control. See the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

Overview

Hyde Park is a Delaware blank check company in the development stage, formed on February 24, 2011 to serve as a vehicle to effect a merger, capital stock exchange, asset acquisition, stock purchase, plan of arrangement, recapitalization, reorganization or other similar merger with one or more businesses or entities. Hyde Park’s efforts to identify a prospective target business are not limited to a particular industry or geographic region, although it is currently focusing on companies in the United States operating in various industries including infrastructure, logistics and distribution and manufacturing.

Hyde Park presently has no revenue, has had losses since inception from incurring formation costs and has no other operations other than the active solicitation of a target business with which to complete a merger. Hyde Park has relied upon the sale of its securities and loans from its officers and directors to fund its operations.

The registration statement for Hyde Park’s initial public offering was declared effective on August 1, 2012. Hyde Park consummated its initial public offering on August 7, 2012 and received proceeds net of underwriters discount of $72,768,238 and simultaneously raised $6,937,500 through the issuance of shares of common stock to its sponsors in a private placement. Hyde Park’s management has broad discretion with respect to the specific application of the net proceeds of the its initial public offering and sponsors’ shares, although substantially all of the net proceeds are intended to be generally applied toward consummating a merger with one or more businesses or entities. There is no assurance that Hyde Park will be able to effect the merger or another merger successfully.

Upon the closing of its initial public offering, $78,750,000 ($10.50 per IPO share), including the proceeds of the shares privately placed in connection therewith, was held in the trust account and was invested in United States Treasury Bills having a maturity of 180 days or less or in money market funds meeting certain conditions.

Results of Operations

Hyde Park has neither engaged in any business operations nor generated any revenues to date. Hyde Park’s entire activity from inception up to the closing of its initial public offering on August 7, 2012 was in preparation for that event. Subsequent to its initial public offering, Hyde Park’s activity has been limited to the evaluation of merger candidates, and Hyde Park will not be generating any operating revenues until the closing and consummation of its initial business combination. Hyde Park expects to generate small amounts of non-operating income in the form of interest income on cash and cash equivalents. Interest income is not expected to be significant in view of current low interest rates on risk-free investments (treasury securities). Hyde Park expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. Hyde Park expects its expenses to increase substantially after this period.

Hyde Park incurred net losses of $796,944 and $42,239 for the three months ended September 30, 2013 and 2012 and $1,295,254 and $45,829 for the nine months ended September 30, 2013 and 2012, respectively. Additionally, Hyde Park incurred net losses of $181,497 for the twelve months ended December 31, 2012. Total

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net losses incurred from February 24, 2011 (inception) through September 30, 2013 were $1,484,973. Costs incurred since inception consist primarily of legal and professional fees associated with its efforts to locate a suitable target business combination candidate and performing due diligence on such candidates. During the three months ended September 30, 2013 and 2012, the nine months ended September 30, 2013 and 2012, and during the period from February 24, 2011 (inception) through September 30, 2013, Hyde Park also incurred $30,000, $20,000, $90,000, $20,000, and $140,000, respectively, of office expenses payable to an affiliate of its chief executive officer. Until Hyde Park consummates a business combination, it will not have revenues.

Hyde Park incurred net losses of $181,497 and $8,222 for the year ended December 31, 2012 and for the period from February 24, 2011 (inception) through December 31, 2011, respectively.

Liquidity and Capital Resources

As of September 30, 2013, Hyde Park had $549,691 in cash and cash equivalents. Investment securities in the trust account as of September 30, 2013 consisted of $78,756,217 in United States Treasury Bills with a maturity of 180 days or less, and $614 in cash equivalents. Funds held in the trust account will be not be released to Hyde Park until the earlier of (i) the consummation of its initial business combination, or (ii) the redemption of 100% of Hyde Park’s outstanding public shares in the event it has not completed a business combination in the required time period. Interest earned on the funds held in the trust account may be released to Hyde Park to pay its income or other tax obligations, and any remaining interest earned on the funds in the trust account may be used for its working capital requirements.

After deducting $1,687,500 in underwriting discounts and commissions and $190,650 in offering expenses, the total net proceeds to Hyde Park from its initial public offering and sale of sponsors’ shares were $80,059,350. Of this amount, $78,750,000 was deposited into the trust account. From the proceeds that were not placed into the trust account, $100,000 was used to pay the loans received from its officers, and $353,612 was used to pay expenses related to its initial public offering.

Hyde Park intends to use substantially all of the net proceeds of its initial public offering and the privately placed shares in connection therewith described above, including the funds held in the trust account, to acquire a target business and to pay its expenses relating thereto. To the extent that Hyde Park’s capital stock is used in whole or in part as consideration to affect its initial business combination, the remaining proceeds held in the trust account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which Hyde Park had incurred prior to the consummation of its initial business combination if the funds available to it outside of the trust account were insufficient to cover such expenses.

Hyde Park believes that the funds not held in the trust account, plus the interest earned on the trust account balance (net of income and other tax obligations) that may be released to it to fund its working capital requirements (which Hyde Park anticipates will be approximately $87,000) will be sufficient to allow it to operate for at least the next seven months, assuming that a business combination is not consummated during that time. Over this time period, Hyde Park will be using these funds for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination. Hyde Park anticipates that it will incur approximately:

• $144,000 of expenses for the search for target businesses and for the legal, accounting and other third-party expenses attendant to the due diligence investigations, structuring and negotiating of its initial business combination;

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• $148,000 of expenses for the due diligence and investigation of a target business by its officers, directors and Sponsors;

• $38,000 of expenses in legal and accounting fees relating to its SEC reporting obligations;

• $70,000 for the payment of the administrative fee to ProChannel Management LLC (of $10,000 per month for up to 10 months); and

• $204,000 for general working capital that will be used for miscellaneous expenses, liquidation obligations and reserves, including director and officer liability insurance premiums.

If Hyde Park’s estimates of the costs of undertaking in-depth due diligence and negotiating its initial business combination is less than the actual amount necessary to do so, or the amount of interest available to it from the trust account is less than Hyde Park expects as a result of the current interest rate environment, Hyde Park may have insufficient funds available to operate Hyde Park’s business prior to its initial business combination. Hyde Park will need to obtain financing to consummate the business combination, and will seek to obtain a term loan. If the merger is not consummated, Hyde Park may need to obtain additional financing either to consummate an alternative initial business combination or because it becomes obligated to redeem a significant number of its public shares upon consummation of its initial business combination, in which case Hyde Park’s may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, Hyde Park would only consummate such financing simultaneously with the consummation of its initial business combination. In the current economic environment, it has become especially difficult to obtain acquisition financing. Following Hyde Park’s initial business combination, if cash on hand is insufficient, Hyde Park may need to obtain additional financing in order to meet its obligations. There can be no assurance that Hyde Park can issue additional securities or incur debt on commercially acceptable terms or at all.

Off-Balance Sheet Arrangements

Hyde Park did not have any off-balance sheet arrangements as of September 30, 2013.

Contractual Obligations

	Payments due by Period
Contractual Obligations	Total		Less than 1 Year		1+ Years
Fee payable to ProChannel
Management, LLC for office space and general and administrative services	$	70,000	$	70,000	$	—
TOTAL	$	70,000	$	70,000	$	—

Critical Accounting Policies of Hyde Park

Cash and Cash Equivalents

Cash: Hyde Park maintains its cash with high credit quality financial institutions. At times, Hyde Park’s cash and cash equivalents may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation insurance limit. As of September 30, 2013, substantially all of Hyde Park’s funds were held at one financial institution.

Cash Equivalents: Hyde Park considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents.

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Restricted Investments and Cash Equivalents Held in Trust Account

The amounts held in the trust account represent substantially all of the proceeds of Hyde Park’s initial public offering and are classified as restricted assets since such amounts can only be used by it in connection with the consummation of a business combination.

As of September 30, 2013, investment securities held in the trust account consisted of $78,755,982 in United States Treasury Bills, which mature on December 23, 2013 and $235 of cash equivalents. Hyde Park classifies its United States Treasury securities as held-to-maturity in accordance with ASC 320 “Investments—Debt and Equity Securities”. Held-to-maturity securities are those securities which Hyde Park has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and are adjusted for the accretion of discounts.

A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, Hyde Park considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary.

Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned.

The carrying amount, gross unrealized holding gains and fair value of held-to-maturity securities, United States Treasury Bills, at September 30, 2013 were $78,755,982, $8,443 and $78,764,425, respectively.

Loss Per Share

Loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Common shares subject to possible redemption of 6,961,688 shares at September 30, 2013 have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the trust earnings. Weighted average shares for the three and nine months ended September 30, 2012 were reduced for the effect of an aggregate 281,250 shares of common stock that were forfeited on September 15, 2012, the date upon which the underwriters’ over-allotment option expired.

Shares Subject to Possible Conversion or Tender

Hyde Park accounts for its shares subject to possible redemption or tender in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. Shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable common shares (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the its control) are classified as temporary equity. At all other times, shares are classified as shareholders’ equity. Hyde Park’s shares feature certain redemption rights that are considered by Hyde Park to be outside of its control and subject to the occurrence of uncertain future events. Accordingly at September 30, 2013 the shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of Hyde Park’s balance sheet.

Income Taxes

Hyde Park accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial

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statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Hyde Park is required to file income tax returns in the United States (federal) and in various state and local jurisdictions. Based on Hyde Park’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. Since Hyde Park was incorporated on February 24, 2011, the evaluation was performed for the tax years ended December 31, 2012 and 2011, which are the only periods subject to examination. Hyde Park believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position.

Hyde Park’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of or during the period from February 24, 2011 (inception) through September 30, 2013. Hyde Park’s management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Pronouncements

Hyde Park’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Quantitative and Qualitative Disclosures about Market Risk

The net proceeds of Hyde Park’s initial public offering and private placement, including amounts in the trust account, have been and will continue to be invested in United States Treasury Bills having a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act and that invest solely in U.S. treasuries. Due to the short-term nature of these investments, Hyde Park believes there is no associated material exposure to interest rate risk.

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DESCRIPTION OF SANTA MARIA ENERGY CORPORATION’S COMMON STOCK

AND OTHER SECURITIES

Gene ral

As a condition to the merger, Santa Maria Energy Corporation will amend and restate its certificate of incorporation. Santa Maria Energy Corporation’s amended and restated certificate of incorporation will authorize the issuance of 100,000,000 shares of common stock, par value $0.0001, and 1,000,000 shares of preferred stock, par value $0.0001. As of the date of this joint proxy statement/prospectus, Santa Maria Energy Corporation’s certificate of incorporation authorizes the issuance of 4,000 shares of common stock, par value $0.01 per share, and 1,000 shares of preferred stock, par value $0.01 per share, of which 200 shares of common stock are outstanding, held by two stockholders of record. No shares of preferred stock are currently outstanding. The following description summarizes all of the material terms of Santa Maria Energy Corporation’s securities under Santa Maria Energy Corporation’s amended and restated certificate of incorporation and amended and restated bylaws that will take effect upon the consummation of the merger. Because it is only a summary, it may not contain all the information that is important to you. For a complete description you should refer to Santa Maria Energy Corporation’s amended and restated certificate of incorporation and amended and restated bylaws, which are attached as Annex B and Annex C, respectively, to this joint proxy statement/prospectus, and to the applicable provisions of Delaware law. We refer to the amended and restated certificate of incorporation and amended and restated bylaws of Santa Maria Energy Corporation that will be in effect upon the consummation of the merger collectively as the “amended and restated organizational documents.”

Common Stock

Under the amended and restated organizational documents, Santa Maria Energy Corporation’s stockholders of record will be entitled to one vote for each share held on all matters to be voted on by stockholders. Santa Maria Energy Corporation’s board of directors will be divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares eligible to vote for the election of directors can elect all of the directors subject to election. Santa Maria Energy Corporation’s stockholders will have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the shares of common stock.

Preferred Stock

There are no shares of preferred stock outstanding. Santa Maria Energy Corporation’s amended and restated certificate of incorporation authorizes the issuance of 1,000,000 shares of preferred stock with such designations, rights and preferences as may be determined from time to time by Santa Maria Energy Corporation’s board of directors. Accordingly, Santa Maria Energy Corporation’s board of directors is empowered, with approval from the current preferred stockholders, to issue preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of common stock. The preferred stock could be utilized as a method of discouraging, delaying or preventing a change in control of Santa Maria Energy Corporation. Although Santa Maria Energy Corporation does not currently intend to issue any shares of preferred stock except in connection with the merger, as described below, it reserves the right to do so in the future.

In connection with the merger, Santa Maria Energy Corporation will issue $50.0 million (the “Stated Amount”) of shares of redeemable preferred stock to the Kayne Investors in exchange for their preferred units of Santa Maria Energy. These shares will be subject to a mandatory dividend of 8.0% per annum paid quarterly in cash or additional shares of redeemable preferred stock, at the option of Santa Maria Energy Corporation.

The shares of redeemable preferred stock shall be redeemed upon (i) the fourth anniversary of the closing of the merger or (ii) upon a change of control, whichever occurs first. Santa Maria Energy Corporation also has the

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option to redeem all, but not less than all, of the shares of redeemable preferred stock at any time following the closing of the merger at 100% of the Stated Amount plus any accrued dividends, subject to certain limitations. If Santa Maria Energy Corporation fails to redeem the preferred shares when required or files for bankruptcy and this default continues for 180 days, the Kayne Investors will have the option to convert the preferred shares into fully-paid and nonassessable shares of common stock at a conversion rate equal to the Stated Amount divided by 80% of the average daily closing price for the common stock for the 20 trading days prior to the conversion. If Santa Maria Energy Corporation fails to redeem the preferred shares when required or files for bankruptcy, and until the Kayne Investors choose to exercise their option to convert the shares, the redeemable preferred stock will be subject to an increased mandatory dividend of 12% per annum, which rate shall increase annually by 100 basis points on each anniversary of the occurrence of such default; provided, that the Kayne Dividend Rate (as defined in the amended and restated certificate of incorporation) shall not exceed 15% per annum.

While the redeemable preferred stock is outstanding, the Kayne Investors will have the right to appoint two members of the board of directors of Santa Maria Energy Corporation, and the Kayne Investors will have certain approval rights with respect to the business and management of Santa Maria Energy Corporation. The redeemable preferred stock will be subject to affirmative and negative covenants which are customary to protect purchasers of preferred stock in an oil and natural gas producing corporation. Hyde Park stockholders and Santa Maria Energy unitholders are directed to the Amended and Restated Certificate of Incorporation of Santa Maria Energy Corporation attached to this joint proxy statement/prospectus as Annex B.

Dividends

Santa Maria Energy Corporation has not paid any cash dividends on its common stock to date and does not intend to pay cash dividends on its common stock prior to the consummation of the merger. The payment of cash dividends in the future will be contingent upon Santa Maria Energy Corporation’s consolidated revenues and earnings, if any, capital requirements and general financial condition subsequent to consummation of the merger. The payment of any dividends subsequent to the merger will be within the discretion of Santa Maria Energy Corporation’s board of directors. Santa Maria Energy Corporation will pay mandatory dividends on its redeemable preferred stock as specified above. So long as the Kayne Investors hold shares of redeemable preferred stock, Santa Maria Energy Corporation will not be permitted to pay or declare any dividend on any other class or series of its capital stock.

Transfer Restrictions

Commencing on the closing date of the merger, the holders of Hyde Park IPO shares and Santa Maria Energy common units shall be prohibited from selling any of their shares for one year after the closing, except for the holders of the Hyde Park sponsor shares who shall be restricted from selling their shares for 30 days after the closing date.

However, if the Santa Maria Energy Corporation share price reaches or exceeds $12.50 per share for any 20 trading days within any 30-trading day period during the period that a sale of the shares is prohibited, half of each holder’s shares will be released from the restrictions and, if the Santa Maria Energy Corporation share price reaches or exceeds $15.00 per share for any 20 trading days within any 30-trading day period during the period that a sale of the shares is prohibited, the remaining half of each holder’s shares will be released from the restrictions. Santa Maria Energy Corporation may also choose to waive the restrictions by resolution.

Santa Maria Energy Corporation’s Transfer Agent

The transfer agent for Santa Maria Energy Corporation’s shares is Continental Stock Transfer & Trust Company, 17 Battery Place, New York, New York 10004.

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Listing of Santa Maria Energy Corporation’s Shares

Santa Maria Energy Corporation intends to apply to list the shares of Santa Maria Energy Corporation common stock received by Hyde Park stockholders and Santa Maria Energy common unitholders in the merger on NASDAQ under the symbol “SMEC.” Santa Maria Energy Corporation does not intend to list the redeemable preferred stock.

Certain Anti-Takeover Provisions of Delaware Law and Santa Maria Energy Corporation’s Certificate of Incorporation and Bylaws

Staggered board of directors

Santa Maria Energy Corporation’s certificate of incorporation provides that its board of directors will be classified into three classes of directors of approximately equal size. As a result, in most circumstances, a person can gain control of Santa Maria Energy Corporation’s board only by successfully engaging in a proxy contest at two or more annual meetings.

Special meeting of stockholders

Santa Maria Energy Corporation’s bylaws provide that special meetings of its stockholders may be called only by a majority vote of its board of directors, by its president or by its chairman or by its secretary at the request in writing of stockholders owning a majority of its issued and outstanding capital stock entitled to vote.

Advance notice requirements for stockholder proposals and director nominations

Santa Maria Energy Corporation’s bylaws provide that stockholders seeking to bring business before its annual meeting of stockholders, or to nominate candidates for election as directors at its annual meeting of stockholders, must provide timely notice of their intent in writing. To be timely, a stockholder’s notice will need to be delivered to Santa Maria Energy Corporation’s principal executive offices not later than the close of business on the 60th day nor earlier than the close of business on the 90th day prior to the scheduled date of the annual meeting of stockholders. In the event that less than 70 days’ notice or prior public disclosure of the date of the annual meeting of stockholders is given, a stockholder’s notice shall be timely if delivered to Santa Maria Energy Corporation’s principal executive offices not later than the 10th day following the day on which public announcement of the date of Santa Maria Energy Corporation’s annual meeting of stockholders is first made or sent by Santa Maria Energy Corporation. Santa Maria Energy Corporation’s bylaws also specify certain requirements as to the form and content of a stockholders’ meeting. These provisions may preclude Santa Maria Energy Corporation’s stockholders from bringing matters before Santa Maria Energy Corporation’s annual meeting of stockholders or from making nominations for directors at Santa Maria Energy Corporation’s annual meeting of stockholders.

Authorized but unissued shares

Santa Maria Energy Corporation’s authorized but unissued common stock is available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock could render it more difficult or discourage an attempt to obtain control of Santa Maria Energy Corporation by means of a proxy contest, tender offer, merger or otherwise.

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BENEFICIAL OWNERSHIP OF SECURITIES

Security Ownership of Certain Beneficial Owners and Management of Hyde Park

The following table sets forth information regarding the beneficial ownership of Hyde Park common stock as of the record date by:

• each person known by Hyde Park to be the beneficial owner of more than 5% of Hyde Park’s outstanding shares of common stock either on the record date or after the consummation of the merger;

• each of Hyde Park’s current executive officers and directors; and

• all of Hyde Park’s current executive officers and directors as a group.

Prior to the special meeting, the Hyde Park sponsors and/or their affiliates may engage in public or private market purchases of Hyde Park securities. The ownership percentages listed below do not include any such shares that may be purchased after the record date.

Additionally, at any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding Hyde Park or its securities, Hyde Park sponsors and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the merger proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Hyde Park’s common stock or to not demand conversion rights. The funds for any such purchases will either come from cash available from such purchasing parties or from third-party financing, none of which has been sought at this time. While the exact nature of any such incentives has not been determined as of the date of this joint proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer of shares owned by the Hyde Park sponsors for nominal value. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that the holders of a majority of the IPO shares represented in person or by proxy and entitled to vote at the special meeting vote in favor of the merger proposal and to meet the requirement under the Merger Agreement that Hyde Park shall have at least $40 million of cash in its trust account after giving effect to the exercise of conversion rights by Hyde Park stockholders.

Entering into any such arrangements may have a depressive effect on Hyde Park common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the special meeting. If such transactions are effected, the consequence could be to cause the merger to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the merger proposal and the adjournment proposal and would likely increase the chances that such proposals would be approved. Moreover, any such purchases may make it more likely that Hyde Park would satisfy the condition to Santa Maria Energy’s obligation to consummate the merger that Hyde Park have at least $40 million of cash in its trust account after giving effect to the exercise of conversion rights by Hyde Park stockholders. As of the date of this joint proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Hyde Park will file a Current Report on Form 8-K to disclose arrangements entered into or additional significant purchases made by any of the aforementioned persons that would affect the vote on the merger proposal. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

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Unless otherwise indicated, Hyde Park believes that all persons named in the table below have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

	Beneficial Ownership on Record Date*
Name and Address of Beneficial Owner (1)	Amount and Nature of Beneficial Ownership			Approximate Percentage of Beneficial Ownership
Directors and Executive Officers:
Laurence S. Levy		767,565	(2)		7.6	%
Edward Levy		354,550			3.5	%
Mark Dalton		27,770			0.3	%
Richard Klapow		27,770			0.3	%
Jason Grant		27,770			0.3	%
All directors and executive officers as a group (5 persons)		1,205,425			12.0	%
Five Percent Holders:
David M. Knott (3)		521,512	(4)		5.2	%
TD Asset Management Inc.		720,000	(5)		7.2	%
CNH Partners, LLC		1,264,900	(6)		12.6	%
Fir Tree Inc.		742,500	(7)		7.4	%
Castle Creek Arbitrage, LLC		735,000	(8)		7.3	%
AQR Diversified Arbitrage Fund		1,390,000	(9)		13.8	%

* Based upon 10,068,750 shares of Hyde Park common stock outstanding on                     , 2014, the record date for the special meeting.

(1) Unless otherwise indicated, the business address of each of the individuals is 500 Fifth Avenue, 50th Floor, New York, New York 10110.

(2) Includes certain shares held by NMJ Trust II and The Springbok Irrevocable Trust, trusts established for the benefit of Mr. Levy’s minor children.

(3) The business address of Mr. Knott is c/o Dorsett Management Corporation, 485 Underhill Boulevard, Suite 205, Syosset, New York 11791.

(4) Includes (a) 219,102 shares held by Knott Partners, LP, (b) 124,250 shares held by Knott Partners Offshore Master Fund, L.P. and (c) 65,919 shares held by Shoshone Partners, L.P. Mr. Knott controls such entities and therefore exercises voting and dispositive power over the shares held by such entities.

(5) TD Asset Management Inc., with its principal business office located at Canada Trust Tower, BCE Place, 161 Bay Street, 35th Floor, Toronto, Ontario, M5J 2T2, is a wholly-owned subsidiary of TD Bank Financial Group. Information respecting TD Asset Management Inc. was derived from a Schedule 13G filed on August 15, 2012.

(6) The principal business office of CNH Partners, LLC is Two Greenwich Plaza, 3rd Floor, Greenwich, Connecticut 06830. Information respecting CNH Partners, LLC was derived from a Schedule 13G filed on September 6, 2012.

(7) Includes shares held by Fir Tree Value Master Fund, L.P. (“Fir Tree Value”) and Fir Tree Capital Opportunity Master Fund, L.P. (“Fir Tree Capital”). Fir Tree Inc. is the investment manager of each of Fir Tree Value and Fir Tree Capital. The principal business office of Fir Tree Value and Fir Tree Capital is c/o Citco Fund Services (Cayman Islands) Limited, 89 Nexus Way, Camana Bay, Box 31106, Grand Cayman KY1-1205, Cayman Islands. The principal business office of Fir Tree Inc. is 505 Fifth Avenue, 23rd Floor, New York, New York 10017. Information respecting Fir Tree Inc., Fir Tree Value and Fir Tree Capital was derived from a Schedule 13G filed on August 10, 2012.

(8) Represents shares beneficially owned by Castle Creek Arbitrage, LLC by virtue of its investment decision and voting authority granted by its clients. Information respecting Castle Creek Arbitrage, LLC was derived from a Schedule 13G filed on February 12, 2013.

(9) Includes shares held by AQR Diversified Arbitrage Fund, which AQR Capital Management, LLC serves as investment manager. Information respecting AQR Capital Management, LLC was derived from a Schedule 13G filed on February 14, 2013.

Hyde Park’s sponsors (including the founders’ shares) beneficially own approximately 25.5% of Hyde Park’s issued and outstanding shares of common stock. Because of the ownership block held by Hyde Park’s sponsors, such individuals may be able to effectively exercise influence over all matters requiring approval by Hyde Park’s stockholders, including the election of directors and approval of significant corporate transactions other than approval of its initial business combination.

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All of the founders’ shares outstanding prior to Hyde Park’s initial public offering were placed in escrow with Continental Stock Transfer & Trust Company, as escrow agent, to be held until one year after the date of the consummation of its initial business combination or earlier if, subsequent to its initial business combination, (1) with respect to 50% of the founders’ shares, the last sales price of Hyde Park’s common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after its initial business combination and with respect to the remaining 50% of the founders’ shares, the last sales price of Hyde Park’s common stock equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after its initial business combination or (2) Hyde Park consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of Hyde Park’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

During the escrow period, the holders of these shares may not sell or transfer their securities except (1) amongst themselves, to Hyde Park’s officers, directors and employees, to a holder’s affiliates or its members upon its liquidation, (2) to relatives and trusts for estate planning purposes, (3) by virtue of the laws of descent and distribution upon death, (4) pursuant to a qualified domestic relations order, (5) by certain pledges to secure obligations incurred in connection with purchases of Hyde Park’s securities or (6) by private sales made at or prior to the consummation of its initial business combination at prices no greater than the price at which the shares were originally purchased, in each case where the transferee agrees to the terms of the escrow agreement, but will retain all other rights as Hyde Park’s stockholders, including, without limitation, the right to vote their shares of common stock and the right to receive cash dividends, if declared. If dividends are declared and payable in shares of common stock, such dividends will also be placed in escrow. If Hyde Park is unable to effect a business combination and liquidate, there will be no liquidation distribution with respect to the founders’ shares.

Hyde Park’s sponsors have agreed not to transfer, assign or sell any of the sponsors’ shares, purchased in the private placement that took place simultaneously with its initial public offering, until 30 days after the consummation of its initial business combination.

In order to meet Hyde Park’s working capital needs, Hyde Park’s sponsors, including Hyde Park’s officers and directors, may, but are not obligated to, loan it funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of its initial business combination, without interest, or, at the lender’s discretion, the notes may be converted into shares of common stock at a price of $10.00 per share. If Hyde Park does not complete a business combination, the loans will be forgiven.

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Security Ownership of Certain Beneficial Owners and Management of Santa Maria Energy

The following table sets forth information regarding the beneficial ownership of each class of Santa Maria Energy membership interests as of the record date by:

• each person known by Santa Maria Energy to be the beneficial owner of more than 5% of any class of Santa Maria Energy’s outstanding membership interests on the record date;

• each of Santa Maria Energy’s current executive officers and managers; and

• all of Santa Maria Energy’s current executive officers and managers as a group.

Unless otherwise indicated, Santa Maria Energy believes that all persons named in the table below have sole voting and investment power with respect to all membership interests beneficially owned by them. Furthermore, unless otherwise noted, the mailing address of each person or entity named in the table is 2811 Airpark Drive, Santa Maria Energy, California, 93455.

	Beneficial Ownership on Record Date*
Name and Address of Beneficial Owner	Amount of Preferred Units Beneficially Owned		Approximate Percentage of Preferred Units Beneficially Owned			Amount of Common Units Beneficially Owned		Approximate Percentage of Common Units Beneficially Owned			Amount of Profits Interests Units Beneficially Owned		Approximate Percentage of Profits Interests Units Beneficially Owned
Managers and Executive Officers:
David Pratt (1)		—		—			381,520		0.8	%		—		—
Ramon Elias (2)		—		—			5,508,580		11.0	%		—		—
Kevin McMillan		—		—			—		—			1,000,000		100	%
Beth Marino		—		—			—		—			—		—
Kevin Yung		—		—			—		—			—		—
Richard R. Powell Jr. (3)		—		—			8,437,793		16.9	%		—		—
John Piedmonte Jr. (4)		—		—			3,227,889		6.5	%		—		—
William Boss		—		—			—		—			—		—
William Dell’Orfano (5)		—		—			2,475,223		5.0	%		—		—
Michael Prats (6)		—		—			1,361,867		2.7	%		—		—
Charles Yates III		—		—			—		—			—		—
David Iverson		—		—			—		—			—		—
All managers and executive officers as a group (twelve persons)							21,392,872		42.9	%
Five Percent Holders:
Kayne Anderson Energy Fund IV QP, L.P. (7)		48,857		97.2	%		14,442,302		28.9	%		—		—
Kayne Anderson Energy Fund IV, L.P. (7)		1,413		2.8	%		419,855		0.8	%		—		—
Richard R. Powell Jr. (3)		—		—			8,437,793		16.9	%		—		—
Odalmira A. Elias Family LLC		—		—			5,508,580		11.0	%		—		—

* Based upon 50.0 million common units and 1.0 million profits interest units outstanding on                     , 2013, the record date for the special meeting.

(1) Includes 381,520 units held by OSO Energy, LLC. Mr. Pratt controls this entity and therefore exercises voting and dispositive power over the units held by such entity.

(2) Includes 5,508,580 units held by Odalmira A. Elias Family LLC. Mr. Elias controls this entity and therefore exercises voting and dispositive power over the units held by such entity.

(3) Includes 7,255,593 units held Daystar Resources Ltd. and 1,182,200 units held by Weststar Resources LLC. Mr. Powell controls such entities and therefore exercises voting and dispositive power over the units held by such entities.

(4) Includes 671,396 units held by Westside Exploration, LLC, 710,799 units held by Bluegrass Partners II, 1,214,409 held by Bluegrass Partners III and 631,285 units held by Cobia Partners, LLC. Mr. Piedmonte controls such entities and therefore exercises voting and dispositive power over the units held by such entities.

(5) Includes 40,928 units held by Sector Opportunity Fund I., L.P. and 2,434,295 units held by Sector Pacific, LLC. Mr. Dell’Orfano controls such entities and therefore exercises voting and dispositive power over the units held by such entities.

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(6) Includes 1,361,867 units held by Prats Resources, L.P. Mr. Prats controls this entity and therefore exercises voting and dispositive power over the units held by such entity.

(7) Kayne Anderson Energy Fund IV QP, L.P. and Kayne Anderson Energy Fund IV, L.P. are managed, with discretion to purchase or sell securities, by controlled affiliates of Kayne Anderson Capital Advisors, L.P., as a registered investment adviser. Richard A. Kayne is the controlling owner of Kayne Anderson Capital Advisors, L.P. Mr. Kayne is also a limited partner of each of the named limited partnerships. Kayne Anderson Capital Advisors, L.P. disclaims beneficial ownership of the units reported, except those units attributable to it by virtue of its general partner interests in the limited partnerships. Mr. Kayne disclaims beneficial ownership of the units reported, except those units held by him or attributable to him by virtue of his limited partnership interests in the limited partnerships and his indirect interest in the interest of Kayne Anderson Capital Advisors, L.P. in the limited partnerships. The address of Kayne Anderson Capital Advisors, L.P. and Richard A. Kayne is 1800 Avenue of the Stars, Third Floor, Los Angeles, California 90067.

Beneficial Ownership of Santa Maria Energy Corporation Stock

The following table and accompanying footnotes set forth as of                         , 2014 the shares of Santa Maria Energy Corporation common stock expected to be owned after the merger by (i) each person who is known by Hyde Park or Santa Maria Energy who will own beneficially more than 5% of Santa Maria Energy Corporation common stock, (ii) each member of, or nominee to, the board of directors of Santa Maria Energy Corporation, (iii) each of the named executive officers of Santa Maria Energy Corporation, and (iv) all members of the board of directors and the named executive officers of Santa Maria Energy Corporation, as a group.

Except as otherwise indicated, the holders listed in the table below have sole voting and investment powers with respect to the shares indicated.

	Shares of Santa Maria Energy Corporation Common Stock Beneficially Owned After the Merger Assuming No Conversion					Shares of Santa Maria Energy Corporation Common Stock Beneficially Owned After the Merger Assuming Maximum Conversion					Shares of Santa Maria Energy Corporation Common Stock Beneficially Owned After the Merger Assuming No Conversion and Minimum Private Equity Financing
Name and Address of Beneficial Owner	Number		Percentage (*)			Number		Percentage (*)			Number		Percentage (*)
Santa Maria Energy Corporation Directors and Executive Officers:
David Pratt (1)		109,001		0.4	%		109,001		0.5	%		109,001		0.3	%
Ramon Elias (2)		1,573,802		6.0	%		1,573,802		7.0	%		1,573,802		4.8	%
Kevin McMillan		—		—			—		—			—		—
Beth Marino		—		—			—		—			—		—
Kevin Yung		—		—			—		—			—		—
Laurence S. Levy		767,565		2.9	%		767,565		3.4	%		767,565		2.9	%
Edward Levy		354,550		1.4	%		354,550		1.6	%		354,550		1.1	%
David Iverson		—		—			—		—			—		—
Richard R. Powell Jr. (3)		2,410,678		9.2	%		2,410,678		10.8	%		2,410,678		7.3	%
Charles Yates III		—		—			—		—			—		—
All directors and executive officers of Santa Maria Energy Corporation as a group (ten persons)		5,215,596		19.9	%		5,215,596		23.3	%		5,215,596		16.4	%
Santa Maria Energy Corporation Five Percent Holders:
CNH Partners, LLC		1,264,900		4.8	%		1,264,900		5.6	%		1,264,900		3.8	%
AQR Diversified Arbitrage Fund		1,390,000		5.3	%		1,390,000		6.2	%		1,390,000		4.2	%
Kayne Anderson Energy Fund IV QP, L.P. (4)		5,819,484		22.3	%		5,819,484		26.0	%		5,819,484		17.7	%
Richard R. Powell Jr. (3).		2,410,678		9.2	%		2,410,678		10.8	%		2,410,678		7.3	%
Odalmira A. Elias Family LLC		1,573,802		6.0	%		1,573,802		7.0	%		1,573,802		4.8	%

* Based upon                      and                      shares of Santa Maria Energy Corporation common stock outstanding as of the consummation of the merger, assuming that Hyde Park Stockholders exercise no conversion rights and the maximum conversion rights, respectively.

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(1) Includes                      shares held by OSO Energy, LLC. Mr. Pratt controls this entity and therefore exercises voting and dispositive power over the shares held by such entity.

(2) Includes                      shares held by Odalmira A. Elias Family LLC. Mr. Elias controls this entity and therefore exercises voting and dispositive power over the shares held by such entity.

(3) Includes                  shares held by Daystar Resources Ltd. and                  shares held by Weststar Resources LLC. Mr. Powell controls such entities and therefore exercises voting and dispositive power over the shares held by such entities.

(4) Kayne Anderson Energy Fund IV QP, L.P. and Kayne Anderson Energy Fund IV, L.P. are managed, with discretion to purchase or sell securities, by controlled affiliates of Kayne Anderson Capital Advisors, L.P., as a registered investment adviser. Richard A. Kayne is the controlling owner of Kayne Anderson Capital Advisors, L.P. Mr. Kayne is also a limited partner of each of the named limited partnerships. Kayne Anderson Capital Advisors, L.P. disclaims beneficial ownership of the units reported, except those units attributable to it by virtue of its general partner interests in the limited partnerships. Mr. Kayne disclaims beneficial ownership of the units reported, except those units held by him or attributable to him by virtue of his limited partnership interests in the limited partnerships and his indirect interest in the interest of Kayne Anderson Capital Advisors, L.P. in the limited partnerships. The address of Kayne Anderson Capital Advisors, L.P. and Richard A. Kayne is 1800 Avenue of the Stars, Third Floor, Los Angeles, California 90067.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain Hyde Park Transactions

In August 2012, Hyde Park’s sponsors purchased, pursuant to a written subscription agreement, an aggregate of 693,750 sponsors’ shares (for a total purchase price of $6,937,500) from Hyde Park. These purchases took place in a private placement simultaneously with the consummation of Hyde Park’s IPO. The sponsors’ shares are identical to the shares sold in its initial public offering. Hyde Park’s sponsors agreed not to transfer, assign or sell any of the sponsors’ shares (except to certain permitted transferees) until 30 days after the consummation of Hyde Park’s initial business combination.

In September 2012, Hyde Park’s sponsors forfeited an aggregate of 281,250 founders’ shares as a result of the underwriters of Hyde Park’s initial public offering not exercising their over-allotment option. Such shares were immediately cancelled, and Hyde Park recorded a reduction to common stock for the par value of such shares, or approximately $28, and a corresponding increase to additional paid-in capital.

In order to meet Hyde Park’s working capital needs, Hyde Park’s sponsors, officers and directors may, but are not obligated to, loan Hyde Park funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of its initial business combination, without interest, or, at the lender’s discretion, the notes may be converted into shares of common stock at a price of $10.00 per share. If Hyde Park does not complete a business combination, the loans will be forgiven.

The holders of the sponsors’ shares and any shares Hyde Park’s sponsors, officers, directors or their affiliates may be issued in payment of working capital loans made to Hyde Park are entitled to registration rights pursuant to a registration rights agreement entered into on August 1, 2012. The holders of a majority of these securities are entitled to make up to two demands that Hyde Park register such securities. The holders of the majority of the founders’ shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the sponsors’ shares or shares issued in payment of working capital loans made to Hyde Park can elect to exercise these registration rights at any time after Hyde Park consummates a business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to Hyde Park’s consummation of its initial business combination. Hyde Park will bear the expenses incurred in connection with the filing of any such registration statements.

The Merger Agreement provides that Santa Maria Energy Corporation will enter into a registration rights agreement with certain investors, including Laurence S. Levy and Edward Levy. For additional information regarding the proposed terms of the registration rights agreement, see “Merger Agreement—Registration Rights”

Prior to Hyde Park’s initial public offering, Laurence S. Levy and Edward Levy had loaned to Hyde Park an aggregate of $100,000 to cover expenses related to Hyde Park’s initial public offering. The loans were payable without interest on the earlier of (i) April 27, 2013, (ii) the date on which Hyde Park consummated its initial public offering or (iii) the date on which Hyde Park determines not to proceed with the initial public offering. Hyde Park repaid these loans from the proceeds of its initial public offering that were not placed in the trust account.

Commencing on August 1, 2012 through the earlier of Hyde Park’s consummation of an initial business combination or liquidation, ProChannel Management LLC, an affiliate of Laurence S. Levy, has agreed to make available to Hyde Park certain general and administrative services, including office space, utilities and administrative support, as Hyde Park may require from time to time. Hyde Park has agreed to pay ProChannel Management LLC a fee of $10,000 per month for these services. Laurence S. Levy is the owner of the membership interests of ProChannel Management LLC. Accordingly, Laurence S. Levy will benefit from the

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arrangement to the extent of his interest in ProChannel Management LLC. However, this arrangement is solely for Hyde Park’s benefit and is not intended to provide Laurence S. Levy compensation in lieu of a salary. Hyde Park believes, based on rents and fees for similar services in the New York City metropolitan area, that the fee charged by ProChannel Management LLC is at least as favorable as it could have obtained from an unaffiliated person.

Other than the fees described above, no compensation or fees of any kind, including finder’s fees, consulting fees or other similar compensation, have been, or will be, paid to any of Hyde Park’s sponsors, officers, directors or their respective affiliates for services rendered to Hyde Park prior to, or in connection with, the consummation of Hyde Park’s initial business combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on Hyde Park’s behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. There is no limit on the amount of out-of-pocket expenses reimbursable by Hyde Park.

All ongoing and future transactions between Hyde Park and any of its officers and directors or their respective affiliates are and will be on terms believed by Hyde Park to be no less favorable to it than are available from unaffiliated third parties. Such transactions require prior approval by Hyde Park’s audit committee and a majority of Hyde Park’s disinterested independent directors, in either case who had access, at its expense, to its attorneys or independent legal counsel. Hyde Park will not enter into any such transaction unless its audit committee and a majority of its disinterested independent directors determine that the terms of such transaction are no less favorable to it than those that would be available to it with respect to such a transaction from unaffiliated third parties.

Hyde Park Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires Hyde Park directors, officers and persons owning more than 10% of Hyde Park common stock to file reports of ownership and changes of ownership with the SEC. Based on its review of the copies of such reports furnished to Hyde Park, or representations from certain reporting persons that no other reports were required, Hyde Park believes that all applicable filing requirements were complied with during the fiscal year ended December 31, 2012.

Certain Santa Maria Energy Transactions

Sector Note

In 2010, Santa Maria Energy assumed a limited recourse debt obligation of CILLC in the aggregate principal amount of $1.8 million (the “Sector Note”) payable to Sector Capital Corporation (“Sector”). The President of Sector, William Dell’Orfano, serves on the board of managers of Santa Maria Energy. The debt obligation was secured by a lien on the working interests contributed by CILLC, which included a 21.7% working interest in NW Casmalia field and 2.7% working interest in each of Orcutt Diatomite and Orcutt Monterey field. The terms of the transaction with CILLC provided that CILLC (through its members) was to remain primarily liable for the Sector Note.

In March 2011, Santa Maria Energy, after receiving payments totaling approximately $1.8 million from CILLC members pursuant to a special capital call, reduced the outstanding loan to Sector to $0.3 million and Sector released approximately 17.4% of the working interest in the NW Casmalia field and 2.2% of working interest in the Orcutt fields from lien. Santa Maria Energy also agreed with Sector to extend the maturity of the loan for the remaining balance to December 21, 2011. Subsequently, in December 2011, Santa Maria Energy issued a second capital call for the payoff of the remaining amount under the loan. After receiving payments from two members, Santa Maria Energy paid down approximately $0.1 million in additional principal and received a release of approximately 4.0% of the working interests securing the loan. The maturity date for the remaining balance was extended to December 21, 2012.

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In November 2012, Santa Maria Energy was notified by Sector that as a result of an Internal Revenue Service (“IRS”) audit it had determined that the amount of interest outstanding was understated pursuant to an error in payoff demand statement delivered to Santa Maria Energy in April 2011. As a result, Sector is claiming additional interest of $48,590. Santa Maria Energy notified Sector that it rejects any responsibility for this amount.

Santa Maria Energy opted to not pay the outstanding balance of this note on behalf of the non-paying CILLC members at December 31, 2012. Subsequently, Sector declared the unpaid loan in default in January 2013.

In November 2013, the Kayne Investors paid the remaining balance due on the Sector Note on behalf of the non-paying former members of CILLC. In exchange for making such payment, the Kayne Investors received 196,263 common units (0.38% of outstanding Santa Maria Energy common units) that were forfeited by the non-paying members of CILLC in accordance with an agreed upon formula.

Office Space Lease

On May 18, 2011, Santa Maria Energy entered into a five-year office space lease agreement with The Pope Group, LLC (“Pope Group”), a related party. Three of the members of the Pope Group are affiliates of members of the Santa Maria Energy board of managers: David Pratt, William Dell’Orfano and Ramon Elias. Only David Pratt will continue as a director of Santa Maria Energy Corporation. In connection with the lease, Santa Maria Energy paid $100,000 for the option to purchase the property during the option period of June 1, 2012 through May 31, 2017. The option is recorded in prepaid and other current assets. Total office space lease payments to the Pope Group were $259,200 during the year ended December 31, 2012.

Santa Maria Energy amended this lease in July 2012 to provide relief on rent payments. Santa Maria Energy maintained its monthly lease payments of $21,600 for the twelve month period beginning June 1, 2012. In exchange, Santa Maria Energy agreed to a lump sum payment of $98,700 in 2016. Santa Maria Energy also leased office space in Santa Maria, California under a non-cancelable agreement that expired on June 30, 2012.

In June 2013, Santa Maria Energy and Pope Group entered into a second amendment to this lease. Pope Group agreed to reduce the base rent to $24,000/month (from $36,000/month) for the period of June 1, 2013 to May 31, 2014. In exchange, Santa Maria Energy agreed to extend the term of the lease by two years and agreed to a proportional increase in the payment due upon the Santa Maria Energy’s exercise of its option to purchase.

Rent expense amounted to $311,789, $477,245 and $357,013 for the nine months ended September 30, 2013 and for the years ended December 31, 2012 and 2011, respectively.

Certain Diatomite Leases

Certain of the leases held by Santa Maria Energy in the NW Casmalia Diatomite leasehold are owned by certain Founder and manager affiliates (Richard Powell, Jr., Taratrey Investments, LLC; Michael Prats, Prats Resources, L.P.; and Ramon Elias, Odalmira A. Elias Family LLC), including the Stokes Leases (covering approximately 503 acres) and the Goodwin Leases (covering approximately 547 acres).

Rent expense amounted to $13,738, $79,769 and $52,807 for the nine months ended September 30, 2013 and for the years ended December 31, 2012 and 2011, respectively.

Transactions with Kayne Investors

Preferred Units. As of December 31, 2012, the Kayne Investors had invested $50 million and, as of September 30, 2013, own 50,000 preferred units and approximately 30% of the common units of Santa Maria

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Energy. Under the terms of the Santa Maria Energy organizational documents, the Kayne Investors may designate two members of the board of managers and they have appointed David Iverson and Charles Yates III as their representatives.

In May 2011, Santa Maria Energy entered into a letter agreement with Kayne Investors whereby Santa Maria Energy agreed to draw $15 million of the preferred units immediately in exchange for a revised conversion factor for common units. The Kayne Investors received new common units representing approximately 4.1% of the outstanding Santa Maria Energy common units for this investment. Under the old conversion factor, the Kayne Investors would have received slightly above 11% of the outstanding Santa Maria Energy common units.

As holders of the preferred units of Santa Maria Energy, the Kayne Investors earn a preferred return (“Preferred Return”) equal to the aggregate interest (8% per annum), accruing daily and compounding quarterly from date of initial investment, on the Preferred Undistributed Capital, which is defined as the sum of the aggregate capital contributions plus any Preferred Return that has not been distributed to the Kayne Investors.

After December 16, 2010 and until December 16, 2016, Santa Maria Energy possesses an exclusive, one-time option to redeem in cash all the outstanding preferred units at a redemption price equal to the Preferred Undistributed Capital (as defined in Santa Maria Energy’s limited liability company agreement). If Santa Maria Energy elects to exercise its redemption rights during this period, the Kayne Investors shall retain their common units. Additionally, the Kayne Investors have the option exercisable at any time after the first anniversary of the full redemption of the preferred units to require Santa Maria Energy to purchase its common units for a cash price equal to eighty percent (80%) of fair value as determined in accordance with the terms of Santa Maria Energy’s limited liability company agreement. Upon December 16, 2016, the Kayne Investors will have an option to redeem the preferred units for a cash redemption price equal to the Preferred Undistributed Capital. The cash redemption price is payable within 60 days of written notice of redemption by the Kayne Investors. For any redemption after December 16, 2016, the Kayne Investors will retain their common units without an option to require Santa Maria Energy to purchase their common units.

In conjunction with the changes to be made to Santa Maria Energy’s senior credit facility, the Kayne Investors agreed to move the date of redemption of the Santa Maria Energy preferred units from December 2014 to March 2015. This modification was reflected in an amendment to Santa Maria Energy’s limited liability company agreement in November 2013.

In connection with the merger, the Kayne Investors will exchange their Santa Maria Energy preferred units for preferred stock of Santa Maria Energy Corporation. The Kayne Investors will also receive 1,599,695 shares Santa Maria Energy Corporation common stock in lieu of accrued dividends on their preferred units.

Kayne Guaranty. On November 9, 2012, Santa Maria Energy entered into an amended and restated $50,000,000 senior credit facility with Mutual of Omaha, its senior lender. The senior credit facility provides an available loan amount to Santa Maria Energy of $20.0 million, subject to periodic redeterminations. The original available amount was supported by a borrowing base of $9.0 million (based on Santa Maria Energy’s Monterey and Diatomite reserves) and an $11 million guaranty from the Kayne Investors (the “Kayne Guaranty”). In exchange for posting of the Kayne Guaranty, Santa Maria Energy agreed to the following terms with the Kayne Investors: (1) payment of a $1.5 million fee (the “Kayne Guaranty Fee”); and (2) if the Kayne Guaranty is called by the senior lender, (i) the Kayne Investors shall have the right to elect a majority to Santa Maria Energy’s board of managers and (ii) Santa Maria Energy shall execute a note payable to the Kayne Investors for the amount paid pursuant to the Kayne Guaranty, which will accrue interest at 12% per annum. Mutual of Omaha has the right to call upon the Kayne Guaranty on the earliest of (i) maturity or acceleration of the facility, (ii) violation of certain debt covenants, and (iii) December 31, 2013. In June 2013, the Kayne Guaranty was reduced to $10.0 million due to an increase in the borrowing base reserves.

On December 11, 2013, Santa Maria Energy entered into a second amendment to its senior credit facility whereby (i) the borrowing base of the senior credit facility was increased to $13.0 million (based on Santa Maria

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Energy’s Monterey and Diatomite reserves) and (ii) full credit was given for the original $11.0 million Kayne Guaranty. This increased the amount available under the senior credit facility to $24.0 million. Also, the senior lender’s right to call upon the Kayne Guaranty was extended from December 31, 2013 to May 31, 2014.

The Kayne Investors have agreed to accept 142,850 shares Santa Maria Energy Corporation common stock in lieu of Kayne Guaranty Fee.

Kayne Investors Voting and Support Agreement

As a condition for Hyde Park to enter into the Merger Agreement, the Kayne Investors entered into a voting and support agreement whereby the Kayne Investors agreed to vote their Santa Maria Energy common and preferred units in favor of the merger and any other proposal necessary to the consummation of the transactions contemplated by the Merger Agreement. The Kayne Investors also agreed to vote against any action or agreement that would materially impede the transactions contemplated by the Merger Agreement.

Santa Maria Energy Corpo ration Related Party Transaction Policy

The board of directors of Santa Maria Energy Corporation will adopt a related party transactions policy in connection with the consummation of the merger that will provide that the board of directors of Santa Maria Energy Corporation or its authorized committee will periodically review all related party transactions that are required to be disclosed under SEC rules and, when appropriate, initially authorize or ratify all such transactions. In the event that the board of directors of Santa Maria Energy Corporation or its authorized committee considers ratification of a related party transaction and determines not to so ratify, the code of business conduct and ethics will provide that Santa Maria Energy Corporation’s management will make all reasonable efforts to cancel or annul the transaction.

The related party transactions policy will provide that, in determining whether or not to recommend the initial approval or ratification of a related party transaction, the board of directors of Santa Maria Energy Corporation or its authorized committee should consider all of the relevant facts and circumstances available, including (if applicable) but not limited to: (i) whether there is an appropriate business justification for the transaction; (ii) the benefits that accrue to Santa Maria Energy Corporation as a result of the transaction; (iii) the terms available to unrelated third parties entering into similar transactions; (iv) the impact of the transaction on a director’s independence (in the event the related party is a director, an immediate family member of a director or an entity in which a director or an immediate family member of a director is a partner, shareholder, member or executive officer); (v) the availability of other sources for comparable products or services; (vi) whether it is a single transaction or a series of ongoing, related transactions; and (vii) whether entering into the transaction would be consistent with the code of business conduct and ethics.

The related party transactions policy described above will be adopted in connection with the consummation of the merger, and as a result, the transactions described in the section entitled “The Merger” were not reviewed under this policy. Although the transactions described above were not reviewed under such policy and prior to the consummation of the merger Santa Maria Energy Corporation did not have a formal related party transactions policy, Santa Maria Energy Corporation believes that the terms of its initial agreements with related parties will be generally no less favorable to it than those that could have been negotiated with unaffiliated third parties with respect to similar services. Santa Maria Energy Corporation’s belief is based on a review of comparable agreements entered into by other similarly situated companies.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

The following discussion summarizes the material United States federal income tax consequences of the merger that may be relevant to U.S. holders of Hyde Park common stock and Santa Maria Energy common units who receive Santa Maria Energy Corporation common stock pursuant to the merger. This summary is based on the Internal Revenue Code of 1986, as amended, applicable Treasury Regulations, and administrative and judicial interpretations thereof, each as in effect as of the date hereof, all of which may change, possibly with retroactive effect.

This summary is limited to holders who hold their Hyde Park common stock or Santa Maria Energy common units, as applicable, as capital assets (generally, property held for investment). In addition, this summary does not address any United States federal estate or gift tax consequences, nor any state, local or foreign tax consequences, of the merger, and this summary does not address the tax consequences to holders of Hyde Park common stock who exercise appraisal rights under the DGCL. This summary also does not address tax considerations applicable to a holder’s particular circumstances or to holders that may be subject to special tax rules, including, without limitation:

• Banks, insurance companies or other financial institutions;

• Broker-dealers;

• Traders;

• United States expatriates;

• Tax-exempt organizations;

• Persons who are subject to alternative minimum tax;

• Persons that are or are holding Hyde Park common stock or Santa Maria Energy common units through, partnerships, S-corporations or other pass-through entities;

• Persons who hold their shares of Hyde Park common stock or Santa Maria Energy common units, as applicable, as a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction;

• Persons deemed to sell their Hyde Park common stock or Santa Maria Energy common units, as applicable, under the constructive sale provisions of the Code;

• Persons that have a functional currency other than the United States dollar;

• Persons who acquired their Hyde Park common stock or Santa Maria Energy common units, as applicable, upon the exercise of stock options or otherwise as compensation;

• Holders of Santa Maria Energy preferred units that receive Santa Maria Energy Corporation preferred stock in the merger; or

• Persons that are not U.S. holders, as defined below.

This summary does not purport to be a complete analysis of the potential tax considerations relating to the transaction or the issuance of Santa Maria Energy Corporation common stock to holders of Hyde Park common stock or Santa Maria Energy common units, as applicable, and is not tax advice. Therefore, you are urged to consult your tax advisors with respect to the application of the United States federal income tax laws to your particular situation, as well as any tax consequences of the merger arising under the federal estate or gift tax rules, the laws of any state, local, foreign or other taxing jurisdiction or any applicable tax treaty.

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For purposes of this discussion, a “U.S. holder” means a beneficial holder of Hyde Park common stock or Santa Maria Energy common units, as applicable, that is:

• A citizen or resident of the United States;

• A corporation or an entity treated as a corporation for United States federal income tax purposes created or organized in or under the laws of the United States or any State or the District of Columbia;

• An estate, the income of which is subject to United States federal income taxation regardless of its source; or

• A trust (a) the administration over which a United States court can exercise primary supervision and (b) all of the substantial decisions of which one or more United States persons have the authority to control and certain other trusts considered U.S. holders for federal income tax purposes.

Tax Opinions

Hyde Park and Santa Maria Energy intend for the merger to constitute an exchange pursuant to Section 351 of the Code. It is a condition to the closing of the merger that Katten Muchin Rosenman LLP and Latham & Watkins LLP deliver opinions, dated as of the closing, to Hyde Park and Santa Maria Energy, respectively, to the effect that the merger will constitute an exchange pursuant to Section 351 of the Code.

The opinions referred to above of Katten Muchin Rosenman LLP counsel to Hyde Park, and Latham & Watkins LLP counsel to Santa Maria Energy, will be based on U.S. federal income tax law in effect as of the date of these opinions. In rendering the opinions, Katten Muchin Rosenman LLP and Latham & Watkins LLP will rely on certain assumptions, including assumptions regarding the absence of changes in existing facts and the consummation of the merger strictly in accordance with the merger agreement and the registration statement. These opinions will also rely on certain representations and covenants of the management of Hyde Park and Santa Maria Energy and will assume that these representations are true, correct and complete without regard to any knowledge limitation, and that these covenants will be complied with. If any of these assumptions or representations are inaccurate in any way, or any of the covenants are not complied with, these opinions could be adversely affected. These tax opinions are not binding on the IRS or any court. In addition, no ruling from the IRS has been or will be requested regarding the U.S. federal income tax consequences of the merger. Accordingly, there can be no assurance that the IRS will not disagree with or challenge any of the conclusions described therein and that such contrary position could be sustained by a court.

U.S. holders Receiving Santa Maria Energy Corporation Common Stock

The exchange of Hyde Park common stock or Santa Maria Energy common units, as applicable, for Santa Maria Energy Corporation common stock will qualify as an “exchange” within the meaning of Section 351(a) of the Code. As a result, U.S. holders who receive Santa Maria Energy Corporation common stock in exchange for their Hyde Park common stock or Santa Maria Energy common units, as applicable, in the merger will not recognize gain or loss as a result of the exchange. Under this treatment, such U.S. holder’s adjusted tax basis in the Santa Maria Energy Corporation common stock received will be equal to the holder’s adjusted tax basis in the Hyde Park common stock or Santa Maria Energy common units, as applicable, surrendered, and the holder’s holding period for such Santa Maria Energy Corporation common stock will include the holder’s holding period for such Hyde Park common stock or Santa Maria Energy common units, as applicable.

Every “significant transferor,” as defined below, pursuant to a Section 351 exchange must include a statement on or with such transferor’s income tax return for the taxable year of the Section 351 exchange. The statement must include (1) the name and employer identification number (if any) of the transferee corporation; (2) the date(s) of the transfer(s) of assets; (3) the aggregate fair market value and basis, determined immediately before the exchange, of the property transferred by such transferor in the exchange; and (4) the date and control number of any private letter ruling(s) issued by the IRS in connection with the Section 351 exchange. A

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significant transferor is a person that transferred property to a corporation and received stock of the transferee corporation in a Section 351 exchange if, immediately after the exchange, such person— (i) owned at least five percent (by vote or value) of the total outstanding stock of the transferee corporation if the stock owned by such person is publicly traded, or (ii) owned at least one percent (by vote or value) of the total outstanding stock of the transferee corporation if the stock owned by such person is not publicly traded. Hyde Park and Santa Maria Energy expect that common stock of Santa Maria Energy Corporation will be publicly traded.

Conversion Rights of Hyde Park Stockholders

In the event that a U.S. holder exercises his, her or its conversion rights with respect to his, her or its Hyde Park common stock as described in this joint proxy statement/prospectus, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale of such common stock or whether the U.S. holder will be treated as receiving a corporate distribution. Whether the redemption qualifies for sale treatment will depend largely on the total number of shares of Hyde Park common stock treated as held by the U.S. holder (including any stock constructively owned by the U.S. holder) relative to all of shares of Hyde Park common stock both before and after the redemption. The redemption of common stock generally will be treated as a sale of the common stock (rather than as a corporate distribution) if the redemption is “substantially disproportionate” with respect to the U.S. holder, results in a “complete termination” of the U.S. holder’s interests in Hyde Park or is “not essentially equivalent to a dividend” with respect to the U.S. holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a U.S. holder takes into account not only stock actually owned by the U.S. holder, but also shares of Hyde Park common stock that are constructively owned by such U.S. holder. A U.S. holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the U.S. holder has an interest or that have an interest in such U.S. holder, as well as any stock the U.S. holder has a right to acquire by exercise of an option. In order to meet the substantially disproportionate test, the percentage of Hyde Park’s outstanding voting stock actually and constructively owned by the U.S. holder immediately following the redemption of common stock must, among other requirements, be less than 80 percent of the percentage of Hyde Park’s outstanding voting stock actually and constructively owned by the U.S. holder immediately before the redemption. There will be a complete termination of a U.S. holder’s interest if either all the shares of Hyde Park common stock actually and constructively owned by the U.S. holder are redeemed or all the shares of Hyde Park common stock actually owned by the U.S. holder are redeemed and the U.S. holder is eligible to waive, and effectively waives in accordance with specific rules and reporting requirements, the attribution of stock owned by certain family members and the U.S. holder does not constructively own any other stock. The redemption of the common stock will not be essentially equivalent to a dividend if a U.S. holder’s conversion results in a “meaningful reduction” of the U.S. holder’s proportionate interest in Hyde Park. Whether the redemption will result in a meaningful reduction in a U.S. holder’s proportionate interest in Hyde Park will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. holder should consult with its own tax advisors as to the tax consequences of a redemption.

If the redemption qualifies as a sale of common stock by the U.S. holder under Section 302 of the Code, the U.S. holder generally will be required to recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares of Hyde Park common stock converted. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the conversion. A stockholder’s tax basis in his, her or its shares of Hyde Park common stock generally will equal the cost of such shares.

If the redemption does not qualify as a sale of commons stock under Section 302 of the Code, then the U.S. holder will be treated as receiving a corporate distribution. Such distribution generally will constitute a dividend

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for U.S. federal income tax purposes to the extent paid from current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. holder’s adjusted tax basis in Hyde Park common stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the common stock. Special rules apply to dividends received by U.S. holders that are taxable corporations. After the application of the foregoing rules, any remaining tax basis of the U.S. holder in the redeemed common stock will be added to the U.S. holder’s adjusted tax basis in its remaining stock, or if it has none, to other stock constructively owned by it.

U.S. holders who actually or constructively own five percent (or, if Hyde Park’s common stock is not then publicly traded, one percent) or more of Hyde Park’s common stock (by vote or value) may be subject to special reporting requirements with respect to a redemption of common stock, and such holders should consult with their own tax advisors with respect to their reporting requirements.

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COMPARISON OF SECURITYHOLDERS’ RIGHTS

Santa Maria Energy Corporation is incorporated under the laws of the State of Delaware. The following is a comparison of the material rights of the current stockholders of Hyde Park, the members of Santa Maria Energy and the stockholders of Santa Maria Energy Corporation after the merger, under Santa Maria Energy Corporation’s amended and restated certificate of incorporation and the statutory framework in Delaware assuming adoption of the merger proposal.

The following description does not purport to be complete and is qualified by reference to the DGCL and Hyde Park’s amended and restated certificate of incorporation, Santa Maria Energy’s amended and restated limited liability company agreement and Santa Maria Energy Corporation’s amended and restated certificate of incorporation. A copy of Santa Maria Energy Corporation’s amended and restated certificate of incorporation is attached to this joint proxy statement/prospectus as Annex B.

Comparison of Certain Charter Provisions of Hyde Park, Santa Maria Energy and Santa Maria Energy Corporation before and after the merger.

Provision	Santa Maria Energy Amended and Restated Limited Liability Company Agreement	Hyde Park Amended and Restated Certificate of Incorporation	Santa Maria Energy Corporation Certificate of Incorporation
Name of company	Santa Maria Energy Holdings, LLC	Hyde Park Acquisition Corp. II	Santa Maria Energy Corporation
Authorized capital stock or other equity securities	No limit for common units described. •   50,000 redeemable preferred units. •   Profits interest units that generally shall not exceed 10% of the total common units outstanding. •   1,000 phantom equity units which in aggregate equal 10% of Santa Maria Energy’s membership interests.	51,000,000, of which: •   50,000,000 are shares of common stock, par value $0.0001 per share; and •   1,000,000 are shares of preferred stock, par value $0.0001 per share.	101,000,000 shares, of which: •   100,000,000 are shares of common stock, par value $0.0001 per share; and •   1,000,000 are shares of preferred stock, par value $0.0001 per share.
Board of Directors/Managers	The board of managers has nine managers. The Kayne Investors shall designate two managers (the “Kayne Investor Managers”). The remaining seven managers (the “Majority Managers”) are designated by a majority	The board of directors must have not less than one and not more than nine directors. The exact number is determined from time to time by resolution adopted by a majority of the entire board of directors. Hyde Park currently has six directors.	The board of directors must have not less than three and not more than 15 directors. The exact number is determined from time to time by resolution adopted by a majority of the entire board of directors. Santa Maria Energy Corporation will initially

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Provision	Santa Maria Energy Amended and Restated Limited Liability Company Agreement	Hyde Park Amended and Restated Certificate of Incorporation	Santa Maria Energy Corporation Certificate of Incorporation
	of the interests not held by the Kayne Investors.		have seven directors. For so long as the Kayne Investors own shares of preferred stock, they shall have the right to appoint two directors.
Qualification of Directors	None stated.	Directors need not be stockholders.	None stated.
Cumulative voting	None.	None.	None.
Classes of Directors/Managers	After the end of five years from December 16, 2008 (the “Initial Term”), the Majority Managers shall be divided into three classes with three Majority Managers in Class I and two Majority Managers each in Class II and Class III. Each Majority Manager serves for three year terms, except for the first term, in which the Class I, Class II and Class II Majority Managers will hold office for one, two and three years, respectively.	The board of directors is divided into two classes of directors, designated as Class A and Class B. The number of directors in each class shall be as nearly equal as possible. Each director serves for two succeeding annual meetings of stockholders, except for the first year of election, in which Class A and Class B directors will hold office until the first and second annual meeting, respectively.	The board of directors shall be divided into three classes, as nearly equal in number as possible, designated: Class I, Class II and Class III. Each director serves for three succeeding annual meetings of stockholders, except for the first year of election, in which Class I directors will hold office until the annual meeting in 2015, the Class II directors will hold office until the annual meeting in 2016, and the Class III directors will hold office until the annual meeting in 2017.
Vacancies on the Board	Vacancies due to death, disability, retirement, resignation or removal, with regard to the Kayne Investor Managers and prior to the redemption of the preferred units, shall be filled by the Kayne Investors, and with regard to the Majority Managers before the expiration of the Initial Term, shall be filled by the Founder Investors. Vacancies	Vacancies (unless they are the result of the action of stockholders) and newly-created directorships are filled by the majority vote of the remaining directors in office, even though less than a quorum, or by a sole remaining director. Vacancies that result from the action of stockholders are filled by the stockholders.	Vacancies and newly-created directorships are filled by the majority vote of the remaining directors in office, even though less than a quorum, or by a sole remaining director. Vacancies of directorships appointed by the Kayne investors shall be appointed by the Kayne Investors and shall remain vacant until the Kayne Investors elect a

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Provision	Santa Maria Energy Amended and Restated Limited Liability Company Agreement	Hyde Park Amended and Restated Certificate of Incorporation	Santa Maria Energy Corporation Certificate of Incorporation
	from newly-created positions or by death, disability, retirement, resignation or removal of a manager who has not been designated by a member, shall be filled by the board of managers.		director to fill the vacancy.
Securityholder approval of “Merger”	Approval of the merger will require the approval of (1) the members owning a majority of the redeemable preferred units and (2) members owning at least 29% of the aggregate common units	“Business Combination” is subject to approval of a majority of the shares issued in Hyde Park’s initial public offering. If Hyde Park does not consummate a business combination by May 1, 2014, then Hyde Park must take all actions necessary to redeem the IPO shares within ten business days.	Holders of common stock will not have special approval rights over any transactions (subject to the DGCL, applicable securities laws and regulations of any national market on which Santa Maria Energy Corporation’s common stock may be traded in the future).
Annual securityholder meetings	None described.	Date, time and place of the annual meeting is determined by the board of directors.	Date, time and place of the annual meeting is determined by the board of directors.
Amendments to organization documents	Amendments to the amended and restated limited liability company agreement generally must be approved by the written agreement or affirmative vote of the Kayne Investors and members holding a majority of the membership interests.	Amendments to Hyde Park’s certificate of incorporation generally must be approved by the board of directors and by a majority of the outstanding stock entitled to vote on the amendment, and, if applicable, by a majority of the outstanding stock of each class or series entitled to vote on the amendment as a class or series.	Amendments to Santa Maria Energy Corporation’s certificate of incorporation may be enacted by a majority of the board of directors or by two-thirds all of the shares entitled to vote in the election of directors, voting together as a single class. Bylaws may be amended by the majority vote of either the board of directors or the stockholders.

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Provision	Santa Maria Energy Amended and Restated Limited Liability Company Agreement	Hyde Park Amended and Restated Certificate of Incorporation	Santa Maria Energy Corporation Certificate of Incorporation
Exculpation and indemnification of directors, officers and employees	No member, manager or officer of Santa Maria Energy shall have any liability if the act was in good faith and in a manner not reasonably believed to be against Santa Maria Energy’s best interests, or with respect to any criminal action, if they had no reasonable cause to believe the conduct was unlawful. No indemnification for gross negligence or willful misconduct unless a court determines reasonable entitlement to indemnification. Indemnification, unless determined by a court, is determined by the board of managers, independent legal counsel directed by the board of managers, or by the members, if the board cannot make the determination. The board of managers may, from time to time, provide for rights to indemnification of employees and agents to the same extent as provided to members, managers and officers of Santa Maria Energy.	A director may not be personally liable for monetary damages for breach of fiduciary duty as a director, except for liability: •   for any breach of the director’s duty of loyalty; •   for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; •   under Section 174 of the DGCL; or •   for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of directors must be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.	Directors and officers (or certain persons serving at the request of Santa Maria Energy Corporation) will be indemnified for expenses, liabilities and losses in connection with their service to the fullest extent allowed by the DGCL as it may be amended from time to time (but only to the extent the amendment or modification allows for greater indemnification than the law provided before the amendment).

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OTHER STOCKHOLDER AND UNITHOLDER COMMUNICATIONS

Hyde Park stockholders and interested parties may communicate with Hyde Park’s board of directors, any committee chairperson or the non-management directors as a group by writing to the board or committee chairperson in care of Hyde Park Acquisition Corp. II, 500 Fifth Avenue, 50^th Floor, New York, New York 10110. Following the merger, such communications should be sent in care of Beth Marino, Santa Maria Energy Corporation, 2811 Airpark Drive, Santa Maria, California 93455. Each communication will be forwarded, depending on the subject matter, to the board of directors, the appropriate committee chairperson or all non-management directors.

Santa Maria Energy unitholders and interested parties may communicate with Santa Maria Energy’s board of managers or the non-management managers as a group by writing to the board in care of Beth Marino, Santa Maria Energy Holdings, LLC, 2811 Airpark Drive, Santa Maria, California 93455. Following the merger, such communications should be sent in care of Beth Marino, Santa Maria Energy Corporation, 2811 Airpark Drive, Santa Maria, California 93455. Each communication will be forwarded, depending on the subject matter, to the board of managers or all non-management managers.

EXPERTS

The predecessor financial statements for Santa Maria Energy at December 31, 2012 and 2011, and for each of the three years in the period ended December 31, 2012, included in this joint proxy statement/prospectus have been audited by Hein & Associates LLP, an independent registered public accounting firm, as set forth in their report appearing elsewhere herein.

The financial statements of Hyde Park Acquisition Corp. ll (a company in the development stage) as of December 31, 2012 and 2011 and for the years ended December 31, 2012, the period from February 24, 2011 (inception) through December 31, 2011 and the period from February 24, 2011 (inception) through December 31, 2012 appearing in this prospectus have been audited by Marcum LLP, independent registered public accounting firm, as set forth in their report, appearing elsewhere in this prospectus, and are included in reliance on such report given on the authority of such firm as an experts in auditing and accounting.

Representatives of Marcum LLP will be present at the stockholder meeting or will be available by telephone with the opportunity to make statements and to respond to appropriate questions.

If the merger is completed, we anticipate that Hein & Associates LLP will audit the financial statements of Santa Maria Energy Corporation for its fiscal year ending December 31, 2013.

Certain estimates of the oil and natural gas reserves of Santa Maria Energy included herein as of December 31, 2012 and October 31, 2013 are based on evaluations prepared by Netherland, Sewell & Associates, Inc., an independent petroleum engineering firm. Santa Maria Energy’s estimated proved reserves included herein as of December 31, 2011 were based on evaluations done by Gaffney, Cline & Associates, an independent petroleum engineering firm. Santa Maria Energy’s estimated reserve reports prepared (as applicable) by NSAI or GCA, are filed as an exhibit to the registration statement of which this joint proxy statement/prospectus forms a part. These estimates are included herein in reliance on the authority of such firm as an expert in such matters.

DELIVERY OF DOCUMENTS TO HYDE PARK STOCKHOLDERS

Pursuant to the rules of the SEC, Hyde Park and the services that it employs to deliver communications to its stockholders are permitted to deliver to two or more stockholders sharing the same address a single copy of each of Hyde Park’s annual report to stockholders and this joint proxy statement/prospectus. Upon written or oral

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request, Hyde Park will deliver a separate copy of the annual report to stockholders and/or this joint proxy statement/prospectus to any stockholder at a shared address to which a single copy of each document was delivered and who wishes to receive separate copies of such documents. Stockholders receiving multiple copies of such documents may likewise request that Hyde Park deliver single copies of such documents in the future. Stockholders may notify Hyde Park of their requests by calling or writing Hyde Park at its principal executive offices at 500 Fifth Avenue, 50^th Floor, New York, New York 10110 or (212) 644-3450.

DELIVERY OF DOCUMENTS TO SANTA MARIA ENERGY UNITHOLDERS

Pursuant to the rules of the SEC, Santa Maria Energy and the services that it employs to deliver communications to its unitholders are permitted to deliver to two or more unitholders sharing the same address a single copy of each of Santa Maria Energy’s annual report to unitholders and this joint proxy statement/prospectus. Upon written or oral request, Santa Maria Energy will deliver a separate copy of the annual report to unitholder and/or this joint proxy statement/prospectus to any unitholder at a shared address to which a single copy of each document was delivered and who wishes to receive separate copies of such documents. Unitholders receiving multiple copies of such documents may likewise request that Santa Maria Energy deliver single copies of such documents in the future. Unitholders may notify Santa Maria Energy of their requests by calling or writing Santa Maria Energy at its principal executive offices at 2811 Airpark Drive, Santa Maria, California 93455 or (805) 938-3320.

WHERE YOU CAN FIND MORE INFORMATION ABOUT HYDE PARK

Hyde Park files reports, proxy statements and other information with the SEC as required by the Exchange Act. You may read and copy reports, proxy statements and other information filed by Hyde Park with the SEC at the SEC Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also obtain copies of the materials described above at prescribed rates by writing to the Securities and Exchange Commission, Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549. You may access information on Hyde Park at the SEC web site containing reports, proxy statements and other information at: http://www.sec.gov.

Information and statements contained in this joint proxy statement/prospectus or any annex to this joint proxy statement/prospectus are qualified in all respects by reference to the copy of the relevant annex or other document filed as an exhibit to this joint proxy statement/prospectus.

All information contained in this document relating to Hyde Park has been supplied by Hyde Park, and all such information relating to Santa Maria Energy has been supplied by Santa Maria Energy. Information provided by one does not constitute any representation, estimate or projection of the other.

If you would like additional copies of this document or if you have questions about the merger, you should contact via phone or in writing:

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GLOSSARY

The following terms have the following meanings:

Basin. A large area with a relatively thick accumulation of sedimentary rocks.

Bbl. One stock tank barrel or 42 United States gallons liquid volume.

Bcf. One billion cubic feet.

Boe. Barrels of oil equivalent.

Boed. Barrels of oil equivalent per day.

Bopd. Barrels of oil per day.

Bspd. Barrels of steam per day.

Development well. A well drilled within the proved area of a reservoir to the depth of a stratigraphic horizon known to be productive.

Field. An area consisting of a single reservoir or multiple reservoirs all grouped on or related to the same individual geological structural feature and/or stratigraphic condition.

Formation. A stratum of rock that is recognizable from adjacent strata consisting mainly of a certain type of rock or combination of rock types with thickness that may range from less than two feet to hundreds of feet.

Gross acres or gross wells. The total acres or wells, as the case may be, in which a working interest is owned.

MBbl. One thousand barrels of oil or other liquid hydrocarbons.

MBoe. One thousand barrels of oil equivalent, determined using a ratio of one Bbl of oil, condensate or natural gas liquids to six Mcf.

Mcf. One thousand cubic feet.

Mcfd. One thousand cubic feet per day.

MMcf. One million cubic feet.

MMBbls. One million barrels of oil or other liquid hydrocarbons.

MMBoe. One million barrels of oil equivalent, determined using a ratio of one Bbl of oil, condensate or natural gas liquids to six Mcf.

MMBtu. One million British thermal units, which each unit is the heat required to raise the temperature of a one-pound mass of water from 58.5 degrees to 59.5 degrees Fahrenheit.

MMcf. One million cubic feet.

Net acres or net wells. The sum of the fractional working interests owned in gross acres or gross wells, as the case may be.

Possible reserves. Additional reserves which are less certain to be recognized than proved and probable reserves but which in sum with proved and probable reserves, are as likely as not to be recovered.

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Probable reserves. Additional reserves that are less certain to be recognized than proved reserves but which, in sum with proved reserves, are as likely as not to be recovered.

Productive well. A well that is found to be capable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of such production exceeds production expenses and taxes.

Production tax. Production taxes consist of production and ad valorem taxes and are paid at fixed per unit rates established by federal, state or local taxing authorities.

Proved developed reserves. Reserves that can be expected to be recovered through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well. Additional reserves expected to be obtained through the application of fluid injection or other improved recovery techniques for supplementing the natural forces and mechanisms of primary recovery are included in “proved developed reserves” only after testing by a pilot project or after the operation of an installed program has confirmed through production response that increased recovery will be achieved.

Proved reserves. Reserves that by analysis of geoscience and engineering data can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods and government regulations prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time. The term “reasonable certainty” implies a high degree of confidence that the quantities of oil or natural gas actually recovered will equal or exceed the estimate.

Proved undeveloped reserves or PUDs. Reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion. Reserves on undrilled acreage are limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances. Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances justify a longer time. Estimates for proved undeveloped reserves are not attributed to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, or by other evidence using reliable technology establishing reasonable certainty.

PV-10. The estimated future gross revenue to be generated from the production of proved reserves, net of estimated production and future development and abandonment costs, using prices and costs in effect at the determination date, before income taxes, and without giving effect to non-property-related expenses, discounted to a present value using an annual discount rate of 10% in accordance with the guidelines of the SEC.

Reserve/production ratio (R/P Ratio). The number of years proved reserves would last assuming current production continued at the September 2013 rate. This ratio is calculated by dividing annualized average daily production into the proved reserve quantity. Because production rates naturally decline over time, the R/P Ratio is not a useful estimate of how long properties should economically produce.

Reservoir. A porous and permeable underground formation containing a natural accumulation of economically productive natural gas and/or oil that is confined by impermeable rock or water barriers and is individual and separate from other reserves.

Royalty interest. An interest that entitles the owner of such interest to a share of the mineral production from a property or to a share of the proceeds therefrom. It does not contain the rights and obligations of operating the property and normally does not bear any of the costs of exploration, development and operation of the property.

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Spacing. The number of wells which conservation laws allow to be drilled on a given area of land.

Standardized measure of future net cash flows or standardized measure. The present value of estimated future net revenues to be generated from the production of proved reserves, determined in accordance with the regulations of the SEC, without giving effect to non-property related expenses such as general and administrative expenses, debt service, future income tax expenses or depreciation, depletion and amortization; discounted using an annual discount rate of 10%.

Working interest. The operating interest that gives the owner the right to drill, produce and conduct operating activities on the property and receive a share of production.

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Index to Financial Statements

Santa Maria Energy Interim Financial Statements:
Balance Sheet as of September 30, 2013 (unaudited)	F-2
Statements of Operations for the Nine Months Ended September 30, 2013 and 2012 (unaudited)	F-3
Statement of Changes in Members’ Equity	F-4
Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012 (unaudited)	F-5
Notes to Interim Financial Statements	F-6
Santa Maria Energy Financial Statements:
Report of Independent Registered Public Accounting Firm	F-12
Balance Sheets as of December 31, 2012 and 2011	F-13
Statements of Operations for the Years Ended December 31, 2012, 2011 and 2010	F-14
Statements of Changes in Members’ Equity	F-15
Statements of Cash Flows for the Years Ended December 31, 2012, 2011 and 2010	F-16
Notes to Financial Statements	F-17
Hyde Park Acquisition Corp. II (a corporation in the development stage) Interim Financial Statements:
Condensed Balance Sheets as of September 30, 2013 (unaudited) and December 31, 2012	F-34
Condensed Statements of Operations for the Three and Nine Months Ended September  30, 2013 and 2012, and the Period from February 24, 2011 (Inception) to September 30, 2013 (unaudited)	F-35
Condensed Statements of Changes in Stockholders’ Equity the Period from February  24, 2011 (Inception) to September 30, 2013 (unaudited)	F-36
Condensed Statements of Cash Flows for the Nine Months Ended September  30, 2013 and 2012 and the Period from February 24, 2011 (Inception) to September 30, 2013 (unaudited)	F-37
Notes to Financial Statements	F-38
Hyde Park Acquisition Corp. II (a corporation in the development stage) Financial Statements:
Report of Independent Registered Public Accounting Firm	F-45
Balance Sheets as of December 31, 2012 and 2011	F-46
Statements of Operations for the Year Ended December 31, 2012 and the Periods from February  24, 2011 (Inception) to December 31, 2012 and 2011	F-47
Statements of Changes in Stockholders’ Equity for the Period from February  24, 2011 (Inception) to December 31, 2012	F-48
Statements of Cash Flows for the Year Ended December 31, 2012 and the Periods from February  24, 2011 (Inception) to December 31, 2012 and 2011	F-49
Notes to Financial Statements	F-50

F-1

SANTA MARIA ENERGY HOLDINGS, LLC

UNAUDITED CONSOLIDATED BALANCE SHEET

	SEPTEMBER 30, 2013
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	210,430
Accounts receivable:
Joint interest owners		22,164
Oil sales		1,096,522
Inventory		110,971
Prepaid expenses		235,354
Total current assets		1,675,441
PROPERTY, PLANT, AND EQUIPMENT:
Oil and natural gas properties, full cost method		112,909,850
Furniture, fixtures, and equipment		871,414
Accumulated depletion, depreciation, and amortization		(17,012,438	)
Net property, plant, and equipment		96,768,826
OTHER LONG-TERM ASSETS:
Restricted cash		455,078
Debt Issue Cost		1,081,121
Other Assets		25,028
TOTAL ASSETS	$	100,005,494
LIABILITIES AND MEMBERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	1,195,239
Revenue payable		181,255
Accrued liabilities		468,156
Commodity derivative liabilities — current portion		172,355
Note Payable — current portion		28,800
Note Payable — related parties		247,237
Guaranty Payable		—
Total current liabilities		2,293,042
LONG-TERM LIABILITIES:
Commodity derivative liabilities — non-current portion		121,993
Notes and Guaranty Payable — other		1,528,800
Accrued dividend payable		13,832,414
Senior secured line of credit		17,100,000
Asset retirement obligation		2,215,305
Other accrued long-term liabilities		427,718
Total liabilities		37,519,272
COMMITMENTS AND CONTINGENCIES
REDEEMABLE PREFERRED MEMBERSHIP INTERESTS:
$1,000 stated value — 50,000 units designated; 50,000 units issued and outstanding at September 30, 2013; Redemption value of $63,832,414 at September 30, 2013		50,000,000
MEMBERS’ EQUITY		12,486,222
TOTAL LIABILITIES AND MEMBERS’ EQUITY	$	100,005,494

See accompanying notes to these consolidated financial statements.

F-2

SANTA MARIA ENERGY HOLDINGS, LLC

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

	NINE MONTHS ENDED SEPTEMBER 30,
	2013			2012
OPERATING REVENUES:
Oil sales	$	9,138,070		$	11,534,557
Gas sales		123,788			—
Net operating revenue		9,261,858			11,534,557
OPERATING COSTS AND EXPENSES:
Lease operating expense		4,959,971			5,311,157
Ad valorem taxes		197,210			167,960
Depreciation, depletion & amortization		2,604,242			3,837,070
Accretion of discount on asset retirement obligation		75,318			72,730
General and administrative		3,767,889			4,954,503
Total operating costs and expenses		11,604,630			14,343,420
OTHER INCOME (EXPENSE):
Interest income		4,308			3,201
Interest expense		(1,225,377	)		(536,187	)
Realized loss on hedging		(165,952	)		(740,850	)
Unrealized gain on hedging		178,442			1,149,840
Other		9,628			12,030
Total other expense		(1,198,951	)		(111,966	)
NET LOSS		(3,541,723	)		(2,920,829	)
Dividends on redeemable preferred		(3,672,007	)		(3,355,960	)
NET LOSS ATTRIBUTABLE TO COMMON UNITHOLDERS	$	(7,213,730	)	$	(6,276,789	)
Weighted average number of common units outstanding, basic and diluted		50,000,000			50,000,000
NET LOSS PER COMMON UNIT, BASIC AND DILUTED	$	(0.14	)	$	(0.13	)

See accompanying notes to these consolidated financial statements.

F-3

SANTA MARIA ENERGY HOLDINGS, LLC

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY

BALANCE, December 31, 2012	$	19,699,952
Accrued dividends on preferred membership interests		(3,672,007	)
Net loss		(3,541,723	)
BALANCE, September 30, 2013	$	12,486,222

See accompanying notes to these consolidated financial statements.

F-4

SANTA MARIA ENERGY HOLDINGS, LLC

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

	NINE MONTHS ENDED SEPTEMBER 30,
	2013			2012
OPERATING ACTIVITIES:
Net loss	$	(3,541,723	)	$	(2,920,829	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation, depletion and amortization		3,297,537			3,958,307
Accretion of asset retirement obligation		75,318			72,730
Unrealized (gain) on commodity derivatives		(178,442	)		(1,149,845	)
Accounts receivable		186,836			79,010
Prepaid expenses and other assets		(67,231	)		65,387
Accounts payable and accrued liabilities		29,448			(224,442	)
Other Assets		—			(25,012	)
Net cash used in operating activities		(198,257	)		(144,694	)
INVESTING ACTIVITIES:
Development of oil and gas properties		(2,460,053	)		(6,185,700	)
Change in restricted cash balance		27,285			102,626
Purchase of furniture, fixtures and equipment		—			16,489
Net cash used in investing activities		(2,432,768	)		(6,066,585	)
FINANCING ACTIVITIES:
Borrowings under senior secured revolving credit facility		9,000,000			7,000,000
Repayment under senior secured revolving credit facility		(6,500,000	)		—
Repayment of senior secured term note		—			(7,000,000	)
Repayment of notes payable		(28,800	)		(57,600	)
Repayment of notes payable — Sector		—			(69,333	)
Debt issuance cost		(18,195	)		(50,000	)
Equity contributions		—			69,333
Membership contributions/distributions		—			5,000,000
Net cash provided by financing activities		2,453,005			4,892,400
NET CHANGE IN CASH AND CASH EQUIVALENTS		(178,020	)		(1,318,879	)
CASH AND CASH EQUIVALENTS, beginning of Period		388,450			2,076,516
CASH AND CASH EQUIVALENTS, end of Period	$	210,430		$	757,637
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Cash paid for interest	$	465,232		$	362,361

See accompanying notes to these consolidated financial statements.

F-5

SANTA MARIA ENERGY HOLDINGS, LLC

Notes to unaudited Financial Statements

1. ORGANIZATION

Santa Maria Energy Holdings, LLC (“SMEH,” or the “Company”), a Delaware limited liability company, was formed in December 2008 to acquire, own, develop, and operate crude oil and natural gas properties. SMEH merged its six existing wholly owned subsidiaries Santa Maria Pacific, LLC, Gitte-Ten, LLC dba Phoenix Energy, LLC, Orcutt Properties, LLC, Escolle Properties, LLC, NW Casmalia Properties, LLC, and Santa Maria Valley Properties, LLC, into a newly formed wholly owned subsidiary, Santa Maria Energy, LLC (“Santa Maria Energy”). Santa Maria Energy, a California limited liability company, owns the working interests of the Company and acts as the sole operator for the Company’s oil and gas operations. The Company also formed a wholly owned subsidiary named SM Energy Management, LLC, a California limited liability company, to perform administrative services for the Company. The Company’s oil and natural gas reserves are located in northern Santa Barbara County, California.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Significant Estimates

The accompanying consolidated financial statements and related footnotes are presented in accordance with generally accepted accounting principles in the United States (“GAAP”). The interim consolidated financial statements of the company are unaudited and contain all the adjustments necessary for a fair statement of the results of interim periods presented. The company has omitted certain information and disclosures normally included in annual financial statements prepared in accordance with GAAP pursuant to those rules and regulations, although the company believes the disclosures it has made are adequate to make the information presented not misleading. These unaudited interim financial statements should be read in conjunction with the company’s audited consolidated financial statements and related footnotes.

In preparing the accompanying financial statements, we have made certain estimates and assumptions that affect reported amounts in the financial statements and disclosures of contingencies. Actual results may differ from those estimates. Significant assumptions are required in the valuation of proved oil and gas reserves, which affect the amount at which oil and gas properties are recorded. Significant assumptions are also required estimating asset retirement obligations. It is at least reasonably possible these estimates could be revised in the near term and revisions could be material.

Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

Restricted Cash

Restricted cash consists of balances related to bonding requirements imposed by the State of California Department of Conservation Division of Oil, Gas and Geothermal Resources (“DOGGR”) to secure the Company’s plugging and abandonment obligations related to certain oil and natural gas properties and to support the ongoing operations of such property. The restricted cash and securities balances are classified according to their term, based on the Company’s plan to plug and abandon certain long-term assets.

F-6

SANTA MARIA ENERGY HOLDINGS, LLC

Notes to unaudited Financial Statements

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

Asset Retirement Obligations

The Company’s asset retirement obligations relate to future plugging and abandonment expenditures on its crude oil and natural gas properties. The following table shows the changes to the balance of the Company’s asset retirement obligation during the first nine months of 2013.

Asset retirement obligation December 31, 2012	$	2,139,987
Accretion of discount		75,318
Liabilities settled during the year		—
Liabilities incurred during the year		—
Asset retirement obligation September 30, 2013	$	2,215,305

3. LIQUIDITY

At September 30, 2013, the Company had cash and cash equivalents of $210,430 and a working capital deficit of $617,601. For the nine months ended September 30, 2013, the Company incurred a net loss of $3,541,723, including depletion, depreciation, and amortization of $2,604,242 and did not generate cash from operations. To the extent cash on hand as of September 30, 2013, and cash flow generated by operations subsequent to September 30, 2013 are insufficient to fund operating cash flow requirements and debt maturity obligations, the Company will need to: (i) raise capital through the issuance of debt or equity securities; (ii) refinance existing credit agreements; (iii) divest portions of its working interests in oil and gas properties; (iv) reduce operating and capital expenditures; or (v) pursue other strategic alternatives. As a result of the Company’s financial position, the Company may be forced to accept less favorable terms than would otherwise be available in closing these transactions. The Company is actively engaged in pursuing actions to fulfill its operating and investing cash flow needs.

4. NOTES PAYABLE

Senior Secured Revolving Credit Facility

On November 9, 2012, the Company entered into an amended and restated $50.0 million senior revolving credit facility with Mutual of Omaha Bank, N.A. The credit facility provides an available loan amount to the Company of $20.0 million. The original loan amount consisted of a $9.0 million Borrowing Base (based on the Company’s Monterey reserves) plus $11.0 million supported by a guaranty from Kayne Anderson (the “Kayne Guaranty”) In exchange for posting the Kayne Guaranty, the Company has agreed to the following terms with Kayne Anderson: (1) payment of a $1.5 million fee upon certain trigger events, and (2) if the Kayne Guaranty is called by the senior lender, (i) Kayne shall have the right to elect a majority to the Board of Managers, and (ii) the Company shall execute a note payable to Kayne for the amount paid pursuant to the Kayne Guaranty, which will accrue interest at 12% per annum. The senior lender has the right to call upon the Kayne Guaranty on the earlier of (a) maturity or acceleration of the facility, (b) violation of certain debt covenants, and (c) December 31, 2013. The borrowing base is re-determined on a semi-annual basis (May 1 and October 1), with the Company and the lender each having the right to one interim unscheduled redetermination per year, and adjusted based on our oil and natural gas properties, reserves, other indebtedness and other relevant factors. The next redetermination date is October 1, 2013.

Amounts outstanding under the revolving credit facility elected as LIBOR loans bear interest at the LIBOR rate plus a margin of 3.50% payable at the end of the LIBOR loan period, not to exceed three months. Amounts outstanding subject to the Alternate Base Rate loan bear interest at the greater of federal prime rate, the federal

F-7

SANTA MARIA ENERGY HOLDINGS, LLC

Notes to unaudited Financial Statements

4. NOTES PAYABLE, CONTINUED

funds effective rate plus 1%, or the adjusted one-month LIBOR rate plus 1%. Alternate Base Rate loans are subject to a margin of 2.50%. As of September 30, 2013, the Company had outstanding borrowings under the LIBOR loan of $16,400,000 accruing interest at 3.68% and outstanding borrowings under the Alternate Base Rate loan of $700,000 accruing interest at 5.75%. The agreement does not require monthly reductions in principal, subject to adjustments made at the next redetermination of the borrowing base.

The senior credit facility has a two year term, expiring in November 2014, at which time all amounts are due. At September 30, 2013, there was $17,100,000 outstanding under the facility.

In June 2013, the payment date of the fee associated with the Kayne Guaranty was extended to the earlier of January 1, 2015 or the closing of an equity transaction. The Company also entered into a First Amendment with the senior lender whereby the Borrowing Base was increased to $10.0 million (based on the Company’s Monterey reserves) causing an automatic reduction in the Kayne Guaranty to $10.0 million. At September 30, 2013, there was $7.1 million outstanding under the Kayne Guaranty.

Senior Secured Term Note to a Finance and Leasing Company

In one of the Roll-Up transactions concluded in 2010, the Company assumed a limited recourse debt obligation of the Roll-Up Investor, Casmalia Investors, LLC (“CILLC”), in the aggregate principal amount of $1,765,583 million payable to Sector Capital Corporation. The President of Sector Capital Corporation serves on the Board of the Company. The debt obligation is secured by a lien on the working interests contributed by CILLC as part of the Roll-Up transaction, which included a 21.7% working interest in NW Casmalia and 2.7% working in each of Orcutt Diatomite and Orcutt Monterey. The terms of the transaction with CILLC provide that CILLC (through its members) is primarily liable for the Sector obligation. During 2011 and 2012, the former CILLC members funded to the Company $1,517,720 in two separate tranches, which the Company remitted to Sector as a reduction of the outstanding principal. The remaining principal balance of $247,237 was due December 31, 2012.

The Company opted to not repay the outstanding balance of this note on behalf of the CILLC members at December 21, 2012. Subsequently, Sector declared the unpaid loan in default in January 2013. Sector has the right to foreclose on the working interests that are pledged as security for the loan, which is otherwise non-recourse to the Company. The working interests pledged to secure the remaining balance are: NW Casmalia leases (3.0%), Orcutt Monterey leases (0.38%) and Orcutt Diatomite leases (0.38%). Sector may also seek to enforce the guaranty of the loan from two corporate guarantors, one of which is an affiliate of a Manager for the Company. As of the date of this report, Sector has not commenced the foreclosure process.

Additionally, in November 2012, the Company was notified by Sector that as a result of an IRS audit it had determined that the amount of interest outstanding was understated pursuant to an error in payoff demand statement delivered to the Company in April 2011. As a result, Sector is claiming additional interest of $48,591. The Company has notified Sector that it rejects any responsibility for this amount.

The aggregate maturities of all long-term debt at September 30, 2013 are as follows:

2013	$	247,237
2014		17,128,800
2015		28,800
	$	17,404,837

F-8

SANTA MARIA ENERGY HOLDINGS, LLC

Notes to unaudited Financial Statements

5. COMMODITY DERIVATIVE CONTRACTS

General

We are exposed to various market risks, including volatility in oil commodity prices and interest rates. The level of derivative activity in which we engage depends on our view of market conditions, available derivative prices and operating strategies and Company policies. A variety of derivative instruments, such as swaps, collars, puts, calls and various combinations of these instruments, may be utilized to manage our exposure to the volatility of oil and gas commodity prices. Currently, we do not use derivatives to manage our interest rate risk. The interest rate on our senior revolving credit facility is variable, though we do fix the interest rate on a portion of our debt for 30 day increments.

All derivative instruments are recorded on the balance sheet at fair value. If a derivative does not qualify as a hedge or is not designated as a hedge, the changes in fair value, both realized and unrealized, are recognized in our income statement as a gain or loss on mark-to-market derivative contracts. Cash flows are only impacted to the extent the actual settlements under the contracts result in making a payment to or receiving a payment from the counterparty. The derivative instruments we have in place do not currently qualify as hedges for accounting purposes.

As of September 30, 2013, we had the following outstanding commodity derivative contracts, all of which settle monthly, and none of which were designated as hedging instruments:

Period	Instrument Type		Daily Volumes		Average Price		Index
Sales of Crude Oil Production
2013
Oct — Dec		Swap		122 Bopd	$	103.65 Strike price		BRENT
2014
Jan — Dec		Swap		118 Bopd	$	99.00 Strike price		BRENT
2015
Jan — Dec		Swap		113 Bopd	$	95.20 Strike price		BRENT
2016
Jan — Nov		Swap		109 Bopd	$	92.75 Strike price		BRENT

Balance Sheet

At September 30, 2013, we had the following outstanding commodity derivative contracts, none of which were designated as hedging instruments recorded in our balance sheet:

		Estimated Fair Value
Instrument Type	Balance Sheet Classification	September 30, 2013
Crude oil swaps	Fair value of commodity derivative — current assets (liabilities)	$	(172,355	)
Crude oil swaps	Fair value of commodity derivative — long-term assets (liabilities)		(121,993	)
Total derivative instruments		$	(294,348	)

F-9

SANTA MARIA ENERGY HOLDINGS, LLC

Notes to unaudited Financial Statements

5. COMMODITY DERIVATIVE CONTRACTS, CONTINUED

Income Statement

During the nine months ended September 30, 2013 and 2012, pre-tax amounts recognized in our income statement were as follows (in thousands):

	Nine Months Ended September 30,
	2013			2012
Realized Gain/(Loss) on mark-to-market derivative contracts	$	(165,952	)	$	(740,850	)
Unrealized Gain/(Loss) on mark-to-market derivative contracts		178,442			1,149,840
Total	$	12,490		$	408,990

Cash Payments and Receipts

During the nine months ended September 30, 2013 and 2012, cash (payments) receipts for derivatives were as follows (in thousands):

	Nine Months Ended September 30,
	2013			2012
Oil derivatives
Settlements	$	(159,618	)	$	(764,559	)

Credit Risk

We generally do not require collateral or other security to support derivative instruments subject to credit risk. However, the agreements with each of the counterparties to our derivative instruments contain netting provisions within the agreements. If a default occurs under the agreements, the non-defaulting party can offset the amount payable to the defaulting party under the derivative contracts with the amount due from the defaulting party under the derivatives contracts. As a result of the netting provisions under the agreements, our maximum amount of loss due to credit risk is limited to the net amounts due to and from the counterparties under the derivative contracts.

6. SUBSEQUENT EVENTS

The Company has evaluated events through December 16, 2013, the date on which these financial statements were available for issuance. Following are events or transactions requiring recognition or disclosure in the financial statements.

Senior Secured Revolving Credit Facility

In December 2013, the company entered into the Second Amendment with the senior lender whereby the borrowing base was increased to $13.0 million (based on our Monterey and Diatomite reserves). In addition, the trigger date for a forced reduction of general and administrative costs was moved from January 1, 2014 to May 31, 2014. Also, the expiration of the Kayne Guaranty was extended to May 31, 2014 from December 31, 2013 and the full amount of the Kayne Guaranty will be made available to us. This increased the amount available under our credit facility to $24.0 million. Also, under the Kayne Guaranty we modified the automatic termination of the Kayne Guaranty to be the earlier of new capital raised or May 31, 2014. Further, the maturity date of the senior lenders note was moved from November 2014 to February 2015.

F-10

SANTA MARIA ENERGY HOLDINGS, LLC

Notes to unaudited Financial Statements

6. SUBSEQUENT EVENTS, CONTINUED

Redeemable Preferred Membership Interests

In conjunction with the changes made to the Senior Secured Revolving Credit Facility, Kayne has agreed to move the date of redemption of the redeemable Preferred from December 2014 to March 2015. This modification will be reflected in an amendment to the Company’s LLC Agreement.

In connection with the contemplated merger with Hyde Park Acquisition Corp. II (see “Hyde Park Merger Agreement” below), the Company and Kayne Investors have entered into an agreement whereby the Kayne Investors have agreed to exchange their Santa Maria Energy preferred units for preferred stock of Santa Maria Energy Corporation. The Kayne Investors will also receive up to 1,599,695 Santa Maria Energy Corporation common shares in lieu of accrued dividends on their preferred units. In addition, the Kayne Investors have agreed to accept 142,850 Santa Maria Energy Corporation common shares in lieu of Kayne Guaranty Fee.

Note Payable — Sector Capital

In November 2013, the Sector Note was repaid by Kayne Investors in exchange for 196,263 membership units forfeited by the non-paying CILLC Members pursuant to the terms of the contribution agreement with the CILLC Roll-Up Investors.

Notice of Violation

On September 25, 2012, the Santa Barbara Air Pollution Control District (the “APCD”) issued to Santa Maria Energy, LLC Notices of Violation for violation of certain conditions under its Authority to Construct/Permit to Operate, which resulted in excess emissions in 2011 and 2012. Subsequent to year end, a settlement agreement was reached with APCD. Per the terms of the agreement with APCD, the Company will pay a settlement amount of $225,000 that is due July 1, 2014, which amount is accrued as a current liability at September 30, 2013.

Hyde Park Merger Agreement

The Company signed an Agreement and Plan of Merger with Hyde Park Acquisition Corp. II (NASDAQ: HPAC), a special purpose acquisition corporation, on November 29, 2013. Hyde Park stockholders and all of the Company’s existing unitholders will receive stock in Santa Maria Energy Corporation, the resulting parent company in the merger. The shares issued in the merger are expected to be listed on the NASDAQ Capital Market. The Company’s management will continue to oversee the day-to-day operations of Santa Maria Energy Corporation following the merger. The cash contributed by Hyde Park in the transaction, together with additional equity capital expected to be raised in conjunction with the merger, will be available for the development of the Company’s assets and for general corporate purposes.

McMillan Agreements

On November 27, 2013, the Company executed an agreement with an officer whereby subject to his continued employment with the Company or a subsidiary thereof until at least immediately prior to the closing of the Hyde Park merger agreement, the Company will pay to Kevin McMillan, VP — Finance and Administration, a cash bonus (the “Transaction Bonus”) equal to the amount Mr. McMillan would have been entitled to receive under the Santa Maria Energy Phantom Equity Plan had he held an award of twenty (20) fully vested Santa Maria Energy Phantom Equity Units. Additionally, Mr. McMillan currently holds 1,000,000 profits interest units in Santa Maria Energy which will be terminated in connection with the merger (without payment therefore) pursuant to the merger agreement and a profits interest units cancellation agreement was simultaneously entered into by the Company and Mr. McMillan.

F-11

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Managers

Santa Maria Energy Holdings, LLC

We have audited the accompanying consolidated balance sheets of Santa Maria Energy Holdings, LLC, formerly Santa Maria Pacific Holdings, LLC, and subsidiaries as of December 31, 2012 and 2011, and the related consolidated statements of operations, changes members’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Santa Maria Energy Holdings, LLC and subsidiaries as of December 31, 2012 and 2011, and the results of their operations and their cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

Dallas, Texas

December 16, 2013

F-12

SANTA MARIA ENERGY HOLDINGS, LLC

(formerly Santa Maria Pacific Holdings, LLC)

CONSOLIDATED BALANCE SHEETS

	DECEMBER 31,
	2012			2011
CURRENT ASSETS:
Cash and cash equivalents	$	388,450		$	2,076,516
Accounts receivable:
Joint interest owners		23,424			9,516
Oil and natural gas sales		1,282,098			1,509,395
Related party		—			45,192
Inventory		123,310			144,292
Prepaid and other current assets		155,785			286,936
Total current assets		1,973,067			4,071,847
PROPERTY, PLANT, AND EQUIPMENT:
Oil and natural gas properties, full cost method		110,449,797			103,237,708
Furniture, fixtures, and equipment		871,414			887,901
Accumulated depletion, depreciation, and amortization		(14,408,196	)		(9,596,798	)
Net property, plant, and equipment		96,913,015			94,528,811
OTHER LONG-TERM ASSETS:
Restricted cash		482,362			939,579
Debt issuance costs, net of amortization		1,756,223			167,014
Other assets		25,028			25,025
Total assets	$	101,149,695		$	99,732,276
LIABILITIES AND MEMBERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	1,675,237		$	3,290,634
Revenue payable		158,102			181,812
Accrued liabilities		318,754			142,804
Commodity derivative liabilities — current portion		147,845			1,110,544
Guaranty payable		1,500,000			—
Notes payable — related parties		247,237			316,571
Note payable — current portion		28,800			57,600
Senior secured line of credit		—			13,000,000
Total current liabilities		4,075,975			18,099,965
LONG-TERM LIABILITIES:
Deferred rent		90,829			—
Commodity derivative liabilities — non-current portion		324,945			140,400
Senior secured line of credit		14,600,000			—
Note payable		57,600			86,400
Accrued dividend payable		10,160,407			5,615,327
Asset retirement obligation		2,139,987			2,150,719
Total liabilities		31,449,743			26,092,811
COMMITMENTS AND CONTINGENCIES (Notes 3, 4, 6 and 8)
REDEEMABLE PREFERRED MEMBERSHIP INTERESTS:
$1,000 stated value — 50,000 units designated; 50,000 and 45,000 units issued and outstanding at December 31, 2012 and 2011, respectively;		50,000,000			45,000,000
MEMBERS’ EQUITY		19,699,952			28,639,465
Total liabilities and members’ equity	$	101,149,695		$	99,732,276

See accompanying notes to these consolidated financial statements.

F-13

SANTA MARIA ENERGY HOLDINGS, LLC

(formerly Santa Maria Pacific Holdings, LLC)

CONSOLIDATED STATEMENTS OF OPERATIONS

	FOR THE YEAR ENDED DECEMBER 31,
	2012			2011
OPERATING REVENUES —
Oil and natural gas sales	$	14,638,970		$	13,448,932
OPERATING COSTS AND EXPENSES:
Lease operating		7,243,588			6,538,402
Depreciation, depletion and amortization		4,817,502			5,389,329
General and administrative		6,209,622			6,235,578
Accretion of discount on asset retirement obligation		96,973			84,004
Total operating costs and expenses		18,367,685			18,247,313
LOSS FROM OPERATIONS		(3,728,715	)		(4,798,381	)
OTHER INCOME (EXPENSE):
Realized loss on commodity derivatives		(559,304	)		(970,941	)
Unrealized gain on mark-to-market commodity derivatives		778,155			532,428
Interest income		4,697			342,688
Interest expense		(914,282	)		(620,151	)
Other		(44,317	)		16,719
Total other expense		(735,051	)		(699,257	)
NET LOSS		(4,463,766	)		(5,497,638	)
Dividends on redeemable preferred		(4,545,080	)		(3,126,983	)
NET LOSS ATTRIBUTABLE TO COMMON UNITHOLDERS	$	(9,008,846	)	$	(8,624,621	)
Weighted average of common units outstanding, basic and diluted		50,000,000			50,000,000
NET LOSS PER COMMON UNIT, BASIC AND DILUTED	$	(0.18	)	$	(0.17	)

See accompanying notes to these consolidated financial statements.

F-14

SANTA MARIA ENERGY HOLDINGS, LLC

(formerly Santa Maria Pacific Holdings, LLC)

CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

BALANCE, January 1, 2011	$	35,815,699
Accrued dividends on preferred membership interests		(3,126,983	)
Member contributions		1,448,387
Net loss		(5,497,638	)
BALANCE, December 31, 2011		28,639,465
Accrued dividends on preferred membership interests		(4,545,080	)
Member contributions		69,333
Net loss		(4,463,766	)
BALANCE, December 31, 2012	$	19,699,952

See accompanying notes to these consolidated financial statements.

F-15

SANTA MARIA ENERGY HOLDINGS, LLC

(formerly Santa Maria Pacific Holdings, LLC)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	FOR THE YEAR ENDED DECEMBER 31,
	2012			2011
OPERATING ACTIVITIES:
Net loss	$	(4,463,766	)	$	(5,497,638	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, depletion and amortization		4,817,502			5,389,329
Accretion of asset retirement obligation		96,973			84,004
Amortization of deferred financing fees		342,779			122,472
Unrealized (gain) on commodity derivatives		(778,154	)		(532,428	)
Changes in operating assets and liabilities:
Accounts receivable		258,578			(576,146	)
Prepaid expenses and other assets		(1,779,853	)		7,642
Accounts payable and accrued liabilities		(1,372,330	)		699,886
Guaranty payable		1,500,000			—
Net cash used in operating activities		(1,378,271	)		(302,879	)
INVESTING ACTIVITIES:
Development of oil and gas properties		(7,325,898	)		(21,145,852	)
Change in restricted cash balance		457,217			(85,347	)
Purchase of furniture, fixtures and equipment		16,487			(528,348	)
Net cash used in investing activities		(6,852,194	)		(21,759,547	)
FINANCING ACTIVITIES:
Borrowings under senior secured line of credit		21,600,000			15,000,000
Borrowings under notes payable — related parties		—			1,765,583
Borrowings under note payable		—			144,000
Repayment of senior secured line of credit		(20,000,000	)		(15,000,000	)
Repayment of notes payable — related parties		(69,334	)		(3,214,595	)
Repayment of notes payable		(57,600	)		—
Preferred membership contributions		5,000,000			21,000,000
Member contributions		69,333			1,448,387
Net cash provided by financing activities		6,542,399			21,143,375
NET CHANGE IN CASH AND CASH EQUIVALENTS		(1,688,066	)		(919,051	)
CASH AND CASH EQUIVALENTS, beginning of year		2,076,516			2,995,567
CASH AND CASH EQUIVALENTS, end of year	$	388,450		$	2,076,516
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid during the year	$	489,188		$	776,467

See accompanying notes to these consolidated financial statements.

F-16

SANTA MARIA ENERGY HOLDINGS, LLC

(formerly Santa Maria Pacific Holdings, LLC)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION

Santa Maria Pacific Holdings, LLC (“SMPH”), a Delaware limited liability company, was formed in December 2008 to acquire, own, develop, and operate crude oil and natural gas properties. Effective March 31, 2012, SMPH changed its name to Santa Maria Energy Holdings, LLC (“SMEH” or the “Company”). Additionally, SMPH merged its six existing wholly owned subsidiaries Santa Maria Pacific, LLC, Gitte-Ten, LLC dba Phoenix Energy, LLC, Orcutt Properties, LLC, Escolle Properties, LLC, NW Casmalia Properties, LLC, and Santa Maria Valley Properties, LLC, into a newly formed wholly owned subsidiary, Santa Maria Energy, LLC (“Santa Maria Energy”). Santa Maria Energy, a California limited liability company, owns the working interests of the Company and acts as the sole operator for the Company’s oil and gas operations. The Company also formed a wholly owned subsidiary named SM Energy Management, LLC, a California limited liability company, to perform administrative services for the Company. The Company’s oil and natural gas reserves are located in northern Santa Barbara County, California.

The Company entered into an LLC agreement effective December 2008 whereby the founders contributed all their rights, title, and interest in the membership interests of the entities holding the working interests in certain oil and gas properties to the Company, and Kayne Anderson Energy Fund, a third-party investor (“Kayne Investors”) contributed $5,000,000 in exchange for 5,000 Preferred Membership Units (“Preferred Units”) at $1,000 per unit and common membership interest (“Common Interest”). Under this unit purchase agreement, the Kayne Investors have the right to contribute up to $50,000,000 to the Company in exchange for Preferred Units if requested by the Company. The Company accounted for these transactions as a business combination with change of control, and recorded the oil and gas properties at fair value.

The Company is a limited liability company (“LLC”). As an LLC, the amount of loss at risk for each individual member is limited to the amount of capital contributed to the LLC and, unless otherwise noted, the individual member’s liability for indebtedness of an LLC is limited to the member’s actual capital contribution.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

Basis of Presentation and Significant Estimates

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts of the Company. In preparing the accompanying financial statements, management has made certain estimates and assumptions that affect reported amounts in the financial statements and disclosures of contingencies. Actual results may differ from those estimates. Significant assumptions are required in the valuation of proved oil and natural gas reserves and asset retirement obligations. It is at least reasonably possible these estimates could be revised in the near term, and these revisions could be material.

The Company’s estimates of crude oil and natural gas reserves are the most significant estimates used. All of the reserve data in the accompanying financial statements are estimates. Reservoir engineering is a subjective process of estimating underground accumulations of crude oil and natural gas. There are numerous uncertainties inherent in estimating quantities of proved crude oil and natural gas reserves. The accuracy of any reserve

F-17

SANTA MARIA ENERGY HOLDINGS, LLC

(formerly Santa Maria Pacific Holdings, LLC)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

estimates is a function of the quality of available data and of engineering and geological interpretation and judgment. As a result, reserve estimates may be different from the quantities of crude oil and natural gas that are ultimately recovered.

Furthermore, estimating reserves is not an exact science. Estimates can be expected to change as additional information becomes available. Estimates of oil and gas reserves are projections based on the interpretation of engineering data to determine future rates of production and the timing of development expenditures. The accuracy of any reserve estimate is a function of the quality of available data and the engineering and geological interpretation and judgment of the estimator. Accordingly, there can be no assurance that the reserves as estimated will ultimately be produced, nor can there be assurance that the proved undeveloped reserves as estimated will be developed within the period anticipated.

Cash and Cash Equivalents

Cash equivalents are highly liquid investments purchased with an original maturity of three months or less. At times, the amount of cash and cash equivalents on deposit in financial institutions exceeds federally insured limits. Management monitors the soundness of the financial institutions and believes the Company’s risk is negligible.

Restricted Cash

Restricted cash consists of balances related to both contractual sinking fund obligations and bonding requirements imposed by the State of California Department of Conservation Division of Oil, Gas and Geothermal Resources (“DOGGR”) all to secure the Company’s plugging and abandonment obligations related to certain oil and natural gas properties as further described in Note 8. The restricted cash and securities balances are classified according to their term, based on the Company’s plan to plug and abandon certain long-term assets, as the Company will not access this cash or securities until wells are plugged and abandoned upon termination of production. The Company does not intend to cease production or abandon any wells during 2013 requiring the use of any of the proceeds in these accounts. In addition, restricted cash includes performance bonds required to be posted by the County of Santa Barbara in connection with construction improvements, which bonds are released upon completion of the project. The Company does not anticipate the release of any such funds during 2013.

Inventory

Inventory consists of equipment, pipe, and oil. Tubing, casing, and equipment are carried at the lower of current market value or cost. Inventory costs include expenditures and other charges (including depreciation) directly and indirectly incurred in bringing the inventory to its existing condition and location. Oil inventory is included and is carried at market value of the month reported. Selling expenses and general and administrative expenses are reported as period costs and excluded from inventory cost.

Earnings per Common Unit

Earnings per unit is computed by dividing net loss applicable to common unitholders by the weighted average number of common units outstanding for the period. The weighted average common units outstanding as of December 31, 2012 and December 31, 2011 were 50,000,000 and 50,000,000, respectively. There were no potentially dilutive securities at December 31, 2012 and 2011.

F-18

SANTA MARIA ENERGY HOLDINGS, LLC

(formerly Santa Maria Pacific Holdings, LLC)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

Commodity Derivatives

The Company regularly enters into commodity derivative contracts to manage its exposure to oil and natural gas price volatility. The contracts, which are generally placed with major financial institutions or with counterparties of high credit-quality, may take the form of futures contracts, swaps, or options.

Settlements of gains and losses on derivative financial instruments have been realized monthly and reported as a component of other income and operating cash flows in the period realized.

The Company records all derivative instruments on the balance sheet at fair value. Changes in the derivative’s fair value are currently recognized in other income and expenses in the statement of operations.

Financial Instruments

The carrying amounts of financial instruments including cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate fair value as of December 31, 2012 and 2011. Derivative financial instruments are recorded at their fair values.

Financial assets and liabilities which are recorded at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as of December 31:

	Level 1		Level 2			Level 3		Fair Value
December 31, 2012:
Commodity derivatives (Note 6)	$	—	$	(472,790	)	$	—	$	(472,790	)
December 31, 2011:
Commodity derivatives (Note 6)	$	—	$	(1,250,944	)	$	—	$	(1,250,944	)

The fair value of the commodity derivatives are valued using Level 2 fair value methodologies. The Company is able to value the assets and liabilities based on observable market data for similar instruments. This observable data includes the forward curve for commodity prices based on quoted market prices.

Oil and Natural Gas Properties

The Company’s oil and natural gas properties consisted of the following at December 31:

	2012			2011
Mineral interests in properties:
Proved properties	$	93,515,908		$	85,725,402
Unproved properties		16,933,889			17,512,306
Total costs		110,449,797			103,237,708
Less: Accumulated depletion and depreciation		(13,929,871	)		(9,364,670	)
	$	96,519,926		$	93,873,038

F-19

SANTA MARIA ENERGY HOLDINGS, LLC

(formerly Santa Maria Pacific Holdings, LLC)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

The Company follows the full-cost method of accounting for its oil and gas activities. Under the full-cost method, all productive and nonproductive costs incurred in the acquisition, exploration, and development of oil and gas properties are capitalized, including capitalized interest. All such costs are directly identified with acquisition, exploratory and development activities and do not include costs related to production, general corporate overhead, or similar activities. Depreciation, depletion, and amortization of proved oil and gas properties plus the undiscounted estimated future development costs of proved reserves is computed on the unit-of-production method using the underlying proved reserves. Depletion and depreciation of oil and gas properties amounted to $4,565,201 and $4,956,455 for the years ended December 31, 2012 and 2011, respectively.

Capitalized costs of unproved properties are excluded from amortization until proved reserves associated with the properties can be determined or until impairment occurs. If the results of an assessment indicate that the excluded properties are impaired, the amount of impairment is added to the costs of the proved properties subject to amortization. As of December 31, 2012 and 2011, $16,933,889 and $17,512,306, respectively, of unproved properties were excluded from amortization. Gains and losses on the sale or other disposition of properties are not recognized unless such adjustments would significantly alter the relationship between capitalized costs and proved reserves of oil and gas.

Capitalized costs of proved properties are subject to a ceiling test which limits such costs to the aggregate of the present value of future net revenues of proved reserves discounted at 10%, based on current economic and operating conditions. The Company deemed no ceiling adjustment was necessary as of December 31, 2012 and 2011.

Revenue and Accounts Receivable

The Company sells crude oil to customers. Such revenues are generally recognized when the related quantities are delivered to or collected by the purchaser using the sales method of accounting. Management believes there were no material imbalances as of December 31, 2012 and 2011.

Accounts receivable, joint interest owners, consist of uncollateralized joint interest owner obligations due within 30 days of the invoice date. Accounts receivable, oil and natural gas sales, consist of uncollateralized accrued revenues due under normal trade terms, generally requiring payment within 30 to 60 days of delivery. No interest is charged on past-due balances. Payments made on all accounts receivable are applied to the earliest unpaid items. Management reviews accounts receivable periodically and reduces the carrying amount by a valuation allowance that reflects management’s best estimate of the amount that may not be collectible. No such allowance was indicated as of December 31, 2012 and 2011.

Lease Operating Costs

Lease operating costs, including pumpers’ salaries, saltwater disposal, ad valorem taxes, repairs and maintenance, expensed workovers, and other operating expenses are expensed as incurred and included in lease operating expense on the consolidated statements of operations.

Furniture, Fixtures, and Equipment

Furniture, fixtures, and equipment are recorded at cost less accumulated depreciation. Depreciation of the related assets is provided using the straight-line method over their respective estimated useful lives. Currently,

F-20

SANTA MARIA ENERGY HOLDINGS, LLC

(formerly Santa Maria Pacific Holdings, LLC)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

the Company owns certain vehicles, computers, and other office-related equipment which are being depreciated on a straight-line basis over their useful lives of five to seven years. Depreciation expense of furniture, fixtures, and equipment amounted to $252,301 and $432,874 for the years ended December 31, 2012 and 2011, respectively.

When assets are sold or retired, the applicable costs and accumulated depreciation are removed and any gain or loss is included in income. Maintenance and repairs are expensed as incurred. Major renewals and improvements are capitalized.

Income Taxes

Because the Company is an LLC, the income or loss of the Company for federal and state income tax purposes is generally allocated to the members in accordance with the Company’s formation agreements, and it is the responsibility of the members to report their share of taxable income or loss on their separate income tax returns. As such, the Company does not directly pay federal income tax.

The Company’s wholly owned subsidiary, SM Energy Management, LLC, has elected to be taxed as a C-Corporation under federal income tax regulations and is subject to federal income tax. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts or existing assets and liabilities and their respective tax basis and net operating loss carryforwards. No deferred tax assets and liabilities were measured at December 31, 2012.

The Company has evaluated its income tax positions noting no uncertain tax positions as of December 31, 2012. During the years ended December 31, 2012 and 2011, there were no significant income tax interest or penalty items recorded in the income statement or as a liability on the balance sheet. All years’ income tax filings of SM Energy Management, LLC will be open to examination once filed.

Concentrations of Credit Risk

Prior to September 30, 2011, the Company sold substantially all of its crude oil production to two customers. Commencing October 1, 2011, the Company agreed to sell all of its crude oil production to one customer. Management does not believe that the loss of this purchaser would have a material adverse effect on the Company’s results of operations or cash flows, as it believes it could readily locate other purchasers.

Asset Retirement Obligations

The Company’s asset retirement obligations relate to future plugging and abandonment expenditures on its crude oil and natural gas properties. The Company records such obligations at fair value on the date incurred, using significant unobservable inputs, including estimates of current plugging and abandonment expenses, inflation rates, credit-adjusted, risk-free rates, and anticipated timing of cash flows. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. At least annually, the Company evaluates whether there are indicators that suggest the estimated cash flows underlying the obligation have materially changed. Should those indicators suggest the estimated obligation has materially changed the Company will accordingly update its assessment. As a result of the Company’s assessment in 2012 and 2011, the estimated asset retirement cost was adjusted due primarily to a change in the estimated production lives of its

F-21

SANTA MARIA ENERGY HOLDINGS, LLC

(formerly Santa Maria Pacific Holdings, LLC)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

existing oil and natural gas properties. The Company will incur asset retirement costs upon plugging and abandonment of its oil and gas producing properties. The Company does not intend to cease production or abandon any wells during 2013, and the asset retirement obligation is accordingly classified as a non-current liability at December 31, 2012.

The following table shows the changes to the balance of the Company’s asset retirement obligation during the year of December 31, 2012.

	2012			2011
Asset retirement obligation January 1	$	2,150,720		$	1,444,185
Accretion of discount		96,973			84,004
Liabilities incurred during the year		—			319,328
Change in estimate		(107,706	)		303,202
Asset retirement obligation December 31	$	2,139,987		$	2,150,719

3. LIQUIDITY

At December 31, 2012, the Company had cash and cash equivalents of $388,450 and a working capital deficit of $2,102,908, including a guaranty payable of $1,500,000. For the year ended December 31, 2012, the Company incurred a net loss of $4,463,766, including depletion, depreciation, and amortization of $4,817,502 and did not generate cash from operations. During the year ended December 31, 2012, the Company amended and restated their senior secured revolving credit facility, with the existing borrowing base insufficient to cover outstanding obligations at the time of amendment. The Company entered into an agreement with the Kayne Investors to guaranty additional borrowing capacity under the newly executed senior secured revolving credit facility, providing the Company additional available capital to fund obligations. To the extent cash on hand as of December 31, 2012, and cash flow generated by operations subsequent to December 31, 2012 are insufficient to fund operating cash flow requirements and debt maturity obligations, the Company will need to: (i) raise capital through the issuance of debt or equity securities; (ii) refinance existing credit agreements; (iii) divest portions of its working interests in oil and gas properties; (iv) reduce operating and capital expenditures; or (v) pursue other strategic alternatives. As a result of the Company’s financial position, the Company may be forced to accept less favorable terms than would otherwise be available in closing these transactions. The Company is actively engaged in pursuing actions to fulfill its operating and investing cash flow needs.

4. NOTES PAYABLE

Senior Secured Revolving Credit Facility

On February 5, 2010, the Company entered into a $100,000,000 Revolving Credit Facility. The borrowing base for the Revolving Credit Facility was $13,000,000 with an outstanding balance of $13,000,000 at December 31, 2011. As of February 14, 2012, the Company entered into the Fifth Amendment of its prior Revolving Credit Facility, retroactively waiving the December 31, 2011 covenant requirements. Thereafter, on July 3, 2012, the Company entered into a Borrowing Base Agreement and Waiver to the Credit Agreement, waiving the Company’s non-compliance with March 31, 2012 and June 30, 2012 covenant measurements. As a result of this non-compliance, the Company classified the $13,000,000 outstanding balance as current at December 31, 2011.

F-22

SANTA MARIA ENERGY HOLDINGS, LLC

(formerly Santa Maria Pacific Holdings, LLC)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4. NOTES PAYABLE, CONTINUED

On November 9, 2012, the Company entered into an amended and restated $50,000,000 senior credit facility with Mutual of Omaha Bank, N.A. The new credit facility provides an available loan amount to the Company of $20,000,000. The available loan amount consists of a $9,000,000 Borrowing Base (based on the value of the Company’s Monterey reserves) plus $11,000,000 supported by a guaranty from Kayne Anderson (the “Kayne Guaranty”). In exchange for posting of the Kayne Guaranty, the Company has agreed to the payment of a $1,500,000 fee on the earlier of November 1, 2013 or the closing of an equity transaction, which fee is reduced to $1,000,000 if the Kayne Guaranty is released prior to March 1, 2013. As of December 31, 2012, the Company has recorded a current guaranty payable of $1,500,000 which represents a one-time fair value measurement based on the expected cash outflows. If the Kayne Guaranty is called by the senior lender, (i) Kayne shall have the right to elect a majority to the Board of Managers, and (ii) the Company shall execute a note payable to Kayne for the amount paid pursuant to the Kayne Guaranty, which will accrue interest at 12% per annum. The senior lender has the right to call upon the Kayne Guaranty on the earlier of (a) maturity or acceleration of the facility, (b) violation of certain debt covenants, and (c) December 31, 2013. The new senior credit facility has a two-year term, expiring in November 2014. At December 31, 2012, there was $14,600,000 outstanding under the facility, of which $5,600,000 is subject to the Kayne Guaranty.

Amounts outstanding under the Revolving Credit Facility elected as LIBOR loans bear interest at the LIBOR rate plus a margin of 3.50% payable at the end of the LIBOR loan period, not to exceed three months. Amounts outstanding subject to the Alternate Base Rate loan bear interest at the greater of federal prime rate, federal funds effect rate plus 1%, or the adjusted one-month LIBOR rate plus 1%. Alternate Base Rate loans are subject to a margin of 2.50%. As of December 31, 2012, the Company had outstanding borrowings under the LIBOR loan of $14,600,000 accruing interest at 3.71%. The agreement does not require monthly reductions in principal subject to the next redetermination of the borrowing base as defined. The next redetermination date is May 1, 2013. In the event the borrowing base is increased at the next or any subsequent redetermination date, the Kayne Guaranty amount shall be reduced in an amount equal to the aggregate incremental increase in the borrowing base.

In accordance with the financing agreement, the Company is required to meet various debt covenants, including current ratio, interest coverage ratio, and net worth test. As of December 31, 2012, the Company is in compliance with all debt covenants.

Senior Secured Term Note to a Finance and Leasing Company

On January 1, 2010, the Company assumed a term note payable to Sector Capital Corporation (“Sector”), a finance and leasing company, with an original principal amount of $1,500,000 and interest accrued through April 1, 2009 of $265,483, for a total face value of $1,765,583, in connection with the acquisition of certain working interests in the diatomite zones of the Casmalia field and the Monterey and diatomite zones of the Orcutt field. The term promissory note bears interest at LIBOR plus 8.5% with an 11.5% floor (11.5% at December 31, 2010). The outstanding balance on the note was originally due April 21, 2011. The sellers of the working interests have the option to repay all or a portion of the term note payable in return for Common Interests. During 2011, the sellers funded to the Company $1,449,012, which the Company remitted to Sector as a reduction of the outstanding principal. During 2011, the Company amended the maturity date on the remaining principal of $316,571. The entire balance was due December 21, 2012 and was classified as current at December 31, 2011. During 2012, additional sellers funded to the Company $69,333, which the Company remitted to Sector as a reduction of the outstanding principal, allowed for the outstanding principal to be reduced to $247,237.

F-23

SANTA MARIA ENERGY HOLDINGS, LLC

(formerly Santa Maria Pacific Holdings, LLC)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4. NOTES PAYABLE, CONTINUED

The Company elected to not repay the outstanding balance of this note at December 21, 2012. Subsequently, Sector declared the unpaid loan in default in January 2013. Sector has the right to foreclose on certain working interests that are pledged as security for the loan, which is otherwise non-recourse to the Company as specified in the agreement. Sector has not commenced the foreclosure process.

Additionally, in November 2012, the Company was notified by Sector that, as a result of an IRS audit, Sector had determined the amount of interest outstanding was understated pursuant to an error in payoff demand statement delivered to the Company in April 2011. As a result, Sector is claiming additional interest of $48,591. The Company has notified Sector that it rejects any responsibility for this amount.

Promissory Note

On July 31, 2011, the Company entered into a $140,000 promissory note, bearing interest at 1.90%, with a former officer of the Company. Principal and interest are due in five installments with the first payment due January 5, 2012, and each subsequent payment due on August 1^st of each year commencing August 1, 2012.

The aggregate maturities of all long-term debt at December 31, 2012 are as follows:

2013	$	276,037
2014		14,628,800
2015		28,800
	$	14,933,637

5. REDEEMABLE PREFERRED MEMBERSHIP INTERESTS

Under the Company LLC Agreement, as amended, the Company may issue to the Kayne Investors up to an aggregate of fifty thousand (50,000) Preferred Units at a purchase price of $1,000 per Preferred Unit. Preferred Units issued and outstanding were 50,000 and 45,000 as of December 31, 2012 and 2011, respectively, with a redemption value of $60,160,407 and $50,615,327 as of December 31, 2012 and 2011, respectively. In connection with each purchase of Preferred Units, the Company is required to grant the Kayne Investors an aggregate share of the Common Units in amount determined in accordance with a pre-agreed formula.

The holders of the Preferred Units (“Preferred Interests”) earn a preferred return (“Preferred Return”) equal to the aggregate interest (8% per annum), accruing daily and compounding quarterly from date of initial investment, on the Preferred Undistributed Capital, which is defined as the sum of the aggregate capital contributions plus any Preferred Return that has not been distributed to the Kayne Investors. As of December 31, 2012, the Company has made no distributions.

Option to Redeem Preferred Membership Interests

Each Preferred Unit is redeemable at the Kayne Investors’ option at any time from the LLC formation date of December 16, 2008, until 30 days after the later of (1) the second (2^nd) anniversary of the LLC formation date; (2) the date that is 180 days after the full investment of $10,000,000. This redemption option period passed without a written redemption request by the Kayne Investors.

F-24

SANTA MARIA ENERGY HOLDINGS, LLC

(formerly Santa Maria Pacific Holdings, LLC)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. REDEEMABLE PREFERRED MEMBERSHIP INTERESTS, CONTINUED

After December 16, 2010 and until the sixth (6^th) anniversary of the LLC formation date, the Company possesses an exclusive, one-time option to redeem in cash all the outstanding Preferred Units at a redemption price equal to the Preferred Undistributed Capital. If the Company elects to exercise its redemption rights during this period, the Kayne Investors shall retain its Common Interest. Additionally, Kayne Investors shall have the option exercisable at any time after the first anniversary of the full redemption of the Preferred Units to require the Company to purchase its Common Interest for a cash price equal to eighty percent (80%) of fair value as determined in accordance with the terms of the Company LLC Agreement. As of December 31, 2012, the Company has not elected to exercise its redemption rights.

Upon the sixth anniversary of the LLC formation date, which occurs in December 2014, the Kayne Investors hold another option to redeem the Preferred Units for a cash redemption price equal to Preferred Undistributed Capital. The cash redemption price is payable within 60 days of written notice of redemption by the Kayne Investors. For any redemption after the sixth anniversary, Kayne Investors retain their Common Interest without an option to require the Company to purchase its Common Interests.

6. COMMODITY DERIVATIVES

The Company entered into commodity derivative contracts to manage the volatility in commodity prices to reduce the impact of price fluctuations. While derivative financial instruments are intended to reduce exposure to declines in oil prices, such instruments may also limit the Company’s recognition of increases in such prices.

The following is a summary of the Company’s crude oil commodity derivatives at December 31, 2012. Crude oil derivative volumes are as measured in barrels (“Bbls”) of crude oil.

Years Ended December 31	Instrument	Commodity	Monthly Volumes	Strike Price		Fair Value
2013	Swap	Brent Crude	3,550 - 3,950 Bbls	$	103.65	$	(147,845	)
2014	Swap	Brent Crude	3,360 - 3,740 Bbls	$	99.00	$	(127,577	)
2015	Swap	Brent Crude	3,200 - 3,560 Bbls	$	95.20	$	(117,456	)
2016	Swap	Brent Crude	3,200 - 3,390 Bbls	$	92.75	$	(79,912	)
					Total	$	(472,790	)

During 2012 and 2011, the Company realized loss on commodity derivatives of $559,304 and $970,941, respectively. Because the Company does not apply hedge accounting treatment to its derivative contracts, the changes in the fair value of these contracts are recognized in income in the period of change. During 2012 and 2011, the Company recorded an unrealized gain on the commodity derivatives of $778,155 and $532,428, respectively, resulting from changes in the fair market value. Unrealized gains and losses, at fair value, are included on the Company’s balance sheet as current or non-current assets and liabilities based on the anticipated timing of settlements under the related contracts under the caption “commodity derivatives.” The Company recorded a current liability valued at $147,845 and a non-current liability of $324,945 at December 31, 2012. As of December 31, 2011, the Company had recorded a current liability of $1,110,544, and a non-current liability of $140,400.

Derivative financial instruments involve a high degree of credit risk, which the Company controls through transacting with only financially sound counterparties. Market risk relating to changes in value or settlement cost

F-25

SANTA MARIA ENERGY HOLDINGS, LLC

(formerly Santa Maria Pacific Holdings, LLC)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6. COMMODITY DERIVATIVES, CONTINUED

of the Company’s derivative financial instruments is essentially offset by gains or losses on the Company’s oil and natural gas sales.

In November 2012, the Company terminated all existing commodity derivative positions with Wells Fargo. The Company received $255,735 as consideration for terminating these positions and the amount is recorded in realized loss on commodity derivatives.

7. MEMBERS’ EQUITY

The LLC agreement dated December 16, 2008 governs the Company’s ownership. Net income or loss and distributions are allocated among the Preferred and Common Interest holders as follows:

• First to the Preferred Interest up to the amount of the Preferred Return, which is equal to the redemption value on the Preferred Membership Interests of $60,160,407 and $50,615,327 at December 31, 2012 and 2011, respectively;

• Subsequent to the Preferred Return, net income or loss and distributions shall continue to be allocated in accordance with the respective capital contribution percentages.

8. COMMITMENTS AND CONTINGENCIES

Phantom Equity Plan

Santa Maria Pacific, LLC, the prior operator of leasehold projects, adopted a Phantom Equity Plan effective as of January 1, 2008, which plan was then assumed by the Company in March 2011. Under the plan, the Company grants unit awards (“Phantom Equity Units”), which entitle plan participants to receive deferred cash compensation only upon a future liquidity event. Each Phantom Equity Unit award is based upon the fair market value of a 0.01% of membership interest in the Company. The maximum number of Phantom Equity Units available for grant as an award under the plan is 1,000 units or 10% of the Company membership interest. So long as the plan participant remains in the service of the Company, the plan participants generally shall become fully vested in awards at a rate of 20% per year on each anniversary of the grant date. At the end of five years, the plan participant shall become fully vested unless a liquidity event occurs first upon which all units are immediately vested. Each grant of awards has a term of 10 years from the grant date.

As of December 31, 2012, 497 Phantom Equity Units have been granted to participants, representing approximately 4.97% membership interest. As a future liquidity event is not certain to occur, and fair market value is not estimable as of the balance sheet date, no liability is recorded for these awards as of December 31, 2012.

Operating Leases

On May 18, 2011, the Company entered into a five-year office space lease agreement with The Pope Group, LLC (“Pope Group”), a related party, which expires on June 1, 2016. In connection with the lease, the Company paid $100,000 for the option to purchase the property during the option period of June 1, 2012 through May 31, 2017. The option is recorded in prepaid and other current assets. Total office space lease payments to the Pope Group were $259,200 during the twelve months ended December 31, 2012. The Company amended this lease in July, 2012 to provide relief on rent payments. The Company maintained its lease payments of $21,600 for the

F-26

SANTA MARIA ENERGY HOLDINGS, LLC

(formerly Santa Maria Pacific Holdings, LLC)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8. COMMITMENTS AND CONTINGENCIES, CONTINUED

twelve month period beginning June 1, 2012. In exchange, the Company agreed to a lump sum payment of $98,700 in 2016. The Company also leased office space in Santa Maria, California under a non-cancelable agreement that expired on June 30, 2012. The following is a schedule by years of future minimum rental payments required under the Company’s lease arrangements as of December 31, 2012:

2013	$	345,600
2014		438,480
2015		451,632
2016		327,852
Total	$	1,563,564

Rent expense amounted to $477,245 and $357,013 in 2012 and 2011, respectively.

Environmental Issues

The Company is engaged in oil and gas exploration and production and may become subject to certain liabilities as they relate to environmental cleanup of well sites or other environmental restoration procedures as they relate to the drilling of oil and gas wells and the operation thereof. In connection with the acquisition of existing or previously drilled well bores, the Company may not be aware of what environmental safeguards were taken at the time such wells were drilled or during such time the wells were operated. Should it be determined that a liability exists with respect to any environmental cleanup or restoration, the Company would be responsible for curing such a violation. No claim has been made, nor is the Company aware of any liability that exists, as it relates to any environmental cleanup, restoration, or the violation of any rules or regulations relating thereto.

Property Acquisition and Participation Agreement

In January 2010, the Company entered into a property acquisition and participation agreement with Western Energy Production, LLC (“Western”). Under the agreement, Western will acquire leases in three different areas of mutual interest (Area A, Area B, and Area C) within the Santa Maria Valley field in Santa Barbara County. Once sufficient acreage has been leased by Western in Area A, Western will assign a 60% working interest of the acquired leases to the Company. Regarding the Area A leases, the Company is not obligated to pay lease bonuses, but the Company is responsible for 100% of all costs associated with regulatory permitting, while all other costs are split 60% for the Company and 40% for Western. In the event Western meets several criteria regarding the Area A acreage, Western may acquire leases in Area B and Area C and assign a 60% working interest of the Area B and Area C leases to the Company, in exchange for the Company reimbursing Western 60% of the Area B and Area C lease bonuses. As of December 31, 2012 Western had not assigned subject leases to the Company and the Company was under no obligation to Western. See Note 9, Subsequent Events.

Restricted Cash and Sinking Fund Obligations

Shell Western E&P Inc. (“SWEPI”)

Prior to December 31, 2012 the Company was obligated under a sinking fund agreement with SWEPI. The purpose of the Sinking Fund Agreement (“SFA”) was to secure the Company’s performance in the Orcutt field

F-27

SANTA MARIA ENERGY HOLDINGS, LLC

(formerly Santa Maria Pacific Holdings, LLC)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8. COMMITMENTS AND CONTINGENCIES, CONTINUED

related to (1) the plugging and abandoning of wells; (2) removing of all related facilities and equipment; (3) reclaiming and restoring the land associated with plugged and abandoned wells and removed facilities and equipment; (4) obtaining all bonds required by the state. The SFA was originally opened with a $75,000 deposit followed by monthly deposits until it was fully funded. The Company’s obligation to fund the Sinking Fund was capped at $600,000 plus all interest accruing thereon. SWEPI agreed that the Company’s DOGGR bond fund, which is also maintained for plugging and abandoning obligations, was to be credited towards the SWEPI sinking fund obligation. In November 2012, the Company and SWEPI entered into a Sinking Fund Trust Account Termination Agreement whereby all funds in the sinking fund were released to the Company. Upon termination of the SFA and release of the funds, the Company has no further obligation to maintain a separate sinking fund in excess of those required by the State of California. The balance of the SWEPI sinking funds was $354,582 at December 31, 2011.

DOGGR and Santa Barbara County

The Company is required under certain regulations of DOGGR to maintain certain funds for plugging and abandonment obligations, as well as to maintain certain idle well escrow accounts. In addition, the Company must post performance bonds as mandated by the County of Santa Barbara prior to commencing construction improvements. At December 31, 2012 and 2011, balances in bonds and pledged accounts totaled $482,496 and $602,132, respectively. The combined balance of the SWEPI, DOGGR, and County of Santa Barbara accounts was $956,714 at December 31, 2011.

9. SUBSEQUENT EVENTS

The Company has evaluated events through December 16, 2013, the date on which these financial statements were available for issuance. Following are events or transactions requiring recognition or disclosure in the financial statements.

Amendment to 2811 Airpark Lease

In June 2013, the Company entered into an amendment with The POPE Group, LLC, landlord, for its existing lease of commercial office space located at 2811 Airpark Drive. The landlord agreed to reduce base rent to $24,000/month (from $36,000/month) for period June 1, 2013 to May 31, 2014 as an accommodation to the Company. In exchange, the Company agreed to extend the term of the lease by two years and a proportional increase in the payment due upon the Company’s exercise of its option to purchase. Three of the members of The POPE Group, LLC are affiliates of Board members of the Company.

Santa Maria Valley

In June 2013, the Company received an assignment for its operating partner of its 60% interest in the Santa Maria Valley mineral leases.

Senior Secured Revolving Credit Facility

In December 2013, the Company entered into the Second Amendment with the senior lender whereby the borrowing base was increased to $13.0 million (based on the Company’s Monterey and Diatomite reserves). In addition, the trigger date for a forced reduction of general and administrative costs was moved from January 1,

F-28

SANTA MARIA ENERGY HOLDINGS, LLC

(formerly Santa Maria Pacific Holdings, LLC)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9. SUBSEQUENT EVENTS, CONTINUED

2014 to May 31, 2014. Also, the expiration of the Kayne Guaranty was extended to May 31, 2014 from December 31, 2013 and the full amount of the Kayne Guaranty will be made available to the Company. This increases the amount available under the Company’s credit facility to $24.0 million. Also, the automatic call right of the senior creditor upon the Kayne Guaranty was changed to the earlier of May 31, 2014 or the date upon which new capital is raised. Further, the maturity date of the credit facility was moved from November 2014 to February 2015.

Redeemable Preferred Membership Interests

In conjunction with the changes to be made to Santa Maria Energy’s senior credit facility, the Kayne Investors have agreed to move the date of redemption of the Santa Maria Energy preferred units from December 2014 to March 2015. This modification was reflected in amendment to Santa Maria Energy’s limited liability company agreement in November 2013.

In connection with the contemplated merger with Hyde Park Acquisition Corp. II (see “Hyde Park Merger Agreement” below), the Company and Kayne Investors have entered into an agreement whereby the Kayne Investors have agreed to exchange their Santa Maria Energy preferred units for preferred stock of Santa Maria Energy Corporation. The Kayne Investors will also receive up to 1,599,695 Santa Maria Energy Corporation common shares in lieu of accrued dividends on their preferred units. In addition, the Kayne Investors have agreed to accept 142,850 Santa Maria Energy Corporation common shares in lieu of Kayne Guaranty Fee.

Note Payable — Sector Capital

In November 2013, the Sector Note was repaid in full by Kayne Investors in exchange for 194,637 membership units forfeited by the non-paying CILLC Members pursuant to the terms of the contribution agreement with the CILLC Roll-Up Investors and the working interests securing the Sector Note were released.

Notice of Violation

On September 25, 2012, the Santa Barbara Air Pollution Control District (the “APCD”) issued to Santa Maria Energy, LLC Notices of Violation for violation of certain conditions under its Authority to Construct/Permit to Operate, which resulted in excess emissions in 2011 and 2012. Subsequent to year end, a settlement agreement was reached with APCD. Per the terms of the agreement with APCD, the Company will pay a settlement amount of $225,000 that is due July 1, 2014, which amount is accrued at September 30, 2013.

Hyde Park Merger Agreement

The Company signed an Agreement and Plan of Merger with Hyde Park Acquisition Corp. II (NASDAQ: HPAC), a special purpose acquisition corporation, on November 29, 2013. Hyde Park stockholders and all of the Company’s existing unitholders will receive stock in Santa Maria Energy Corporation, the resulting parent company in the merger. The shares issued in the merger are expected to be listed on the NASDAQ Capital Market. The Company’s management will continue to oversee the day-to-day operations of Santa Maria Energy Corporation following the merger. The cash contributed by Hyde Park in the transaction, together with additional equity capital expected to be raised in conjunction with the merger, will be available for the development of the Company’s assets and for general corporate purposes.

F-29

SANTA MARIA ENERGY HOLDINGS, LLC

(formerly Santa Maria Pacific Holdings, LLC)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9. SUBSEQUENT EVENTS, CONTINUED

McMillan Agreements

On November 27, 2013, the Company executed an agreement with an officer whereby subject to his continued employment with the Company or a subsidiary thereof until at least immediately prior to the closing of the Hyde Park merger agreement, the Company will pay to Kevin McMillan, VP — Finance and Administration, a cash bonus (the “Transaction Bonus”) equal to the amount Mr. McMillan would have been entitled to receive under the Santa Maria Energy Phantom Equity Plan had he held an award of twenty (20) fully vested Santa Maria Energy Phantom Equity Units. Additionally, Mr. McMillan currently holds 1,000,000 profits interest units in Santa Maria Energy which will be terminated in connection with the merger (without payment therefore) pursuant to the merger agreement and a profits interest units cancellation agreement was simultaneously entered into by the Company and Mr. McMillan.

10. CAPITALIZED COSTS AND COSTS INCURRED RELATING TO OIL AND NATURAL GAS PRODUCING ACTIVITIES

(a) Capitalized Costs Relating to Oil and Natural Gas Producing Activities

	Year ended December 31,
	2012			2011
	(In thousands)
Proved properties	$	93,516		$	85,725
Unproved properties		16,934			17,512
		110,450			103,238
Accumulated depreciation and depletion		(13,930	)		(9,365	)
Net capitalized costs	$	96,520		$	98,873

(b) Costs Incurred in Certain Oil and Natural Gas Activities

	Year ended December 31,
	2012		2011
	(In thousands)
Acquisition costs
Proved properties	$	—	$	—
Unproved properties		69		23
Development costs		6,724		17,555
Exploration Costs		408		4,182
Total costs incurred	$	7,201	$	21,760

11. SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED)

(a) Oil and Natural Gas Reserves

The following table sets forth the net quantities of proved reserves and proved developed reserves during the periods indicated. This information includes the oil and natural gas segment’s royalty and net working interest share of the reserves in oil and natural gas properties. Net proved oil and natural gas reserves for the year ended

F-30

SANTA MARIA ENERGY HOLDINGS, LLC

(formerly Santa Maria Pacific Holdings, LLC)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11. SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED), CONTINUED

December 31, 2011 and 2012 and October 31, 2013 were prepared by Santa Maria Energy’s independent petroleum engineering firm. There are many uncertainties inherent in estimating proved reserve quantities, and projecting future production rates and timing of future development costs. In addition, reserve estimates of new discoveries are more imprecise than those of properties with a production history. Accordingly, these estimates are subject to change as additional information becomes available. All reserves are located in the United States.

Proved reserves are the estimated quantities of crude oil, condensate, and natural gas that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known oil and natural gas reservoirs under existing economic and operating conditions at the end of the respective years. Proved developed reserves are those reserves expected to be recovered through existing wells with existing equipment and operating methods. The Company estimates proved reserves using historical 12-month unweighted first day of the month average prices.

Proved undeveloped reserves include drilling locations that are more than one offset location away from productive wells and are reasonably certain of containing proved reserves and which are scheduled to be drilled within five years under the Company’s development plans. The Company’s development plans for drilling scheduled over the next five years are subject to many uncertainties and variables, including availability of capital; future oil and natural gas prices; and cash flows from operations, future drilling costs, demand for natural gas, and other economic factors.

	Oil (MMBbl)			Natural gas (MMcf)			Equivalents (MMBoe)
Proved developed and undeveloped reserves
January 1, 2011		16,090			8,241			17,464
Revisions		(9,713	)		(5,008	)		(10,548	)
Extensions, discoveries and other additions		—			—			—
Production		(132	)		(213	)		(167	)
Purchase of reserves		—			—			—
December 31, 2011		6,245			3,020			6,749
Revisions		2,525			(2,637	)		2,085
Extensions, discoveries and other additions		—			—			—
Production		(140	)		(219	)		(177	)
Purchase of reserves		—			—			—
December 31, 2012		8,630			164			8,657
Proved developed reserves
December 31, 2011		1,848			2,706			2,299
December 31, 2012		2,152			164			2,179
Proved undeveloped reserves
December 31, 2011		4,397			314			4,450
December 31, 2012		6,478			—			6,478

Santa Maria Energy realized an increase to proved developed producing reserves of 115 MBoe, a 6% increase, in the year ending December 31, 2012 compared to the year ended December 31, 2011. This increase was comprised of 532 MBbl, net of production, recognized as a result of the improved performance of Santa

F-31

SANTA MARIA ENERGY HOLDINGS, LLC

(formerly Santa Maria Pacific Holdings, LLC)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11. SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED), CONTINUED

Maria Energy’s Orcutt Monterey and Orcutt Diatomite fields. The improved performance was driven by increased production response from increased levels of downhole maintenance. The increase to total reserves was offset by a reduction in natural gas reserves of 417 MBoe (2,510 MMcf). The reduction in natural gas reserves was due to a reclassification of the majority of the natural gas reserves to lease-use natural gas.

Additionally, Santa Maria Energy realized an increase to proved undeveloped reserves of 1,908 MBoe, 92% of the change in revisions, in the year ending December 31, 2012 compared to the year ending December 31, 2011. The difference was due to an increase of 2,388 MBoe to Orcutt Diatomite as a result of a change in planned well-spacing for undeveloped locations from 1/3 acre to 1/2 acre spacing, while planned well count remained unchanged. Orcutt Monterey total proved reserves were reduced 479 MBoe as a result of the determination that natural gas reserves previously recognized as proved are intended to be used as lease-use natural gas and should not be recognized as proved reserves.

The following table sets forth the standardized measure of the discounted future net cash flows attributable to our proved reserves. Future cash inflows were computed by applying historical 12-month unweighted first day of the month average prices. Future prices actually received may materially differ from current prices or the prices used in the standardized measure.

Future production and development costs represent the estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves, assuming continuation of existing economic conditions. No future income tax expenses were computed since we are a limited liability company and pass through all tax benefits. The resulting annual net cash inflows were then discovered using a 10% annual rate.

	Year ended December 31,
	2012			2011
	(In thousands)
Future cash inflows	$	903,021		$	671,006
Future production costs		(309,077	)		(259,315	)
Future development costs		(144,267	)		(152,350	)
Future net cash flows before income tax		449,677			259,341
Future income tax expense		—			—
Future net cash flows		449,677			259,341
10% annual discount for estimated timing of cash flows		(277,857	)		(149,816	)
Standardized measure of discounted future net cash flows	$	171,820		$	109,525

The 12-month weighted average prices used to estimate the Company’s total equivalent reserves were as follows:

	Santa Maria Basin
December 31, 2011	$	105.98
December 31, 2012	$	104.60

F-32

SANTA MARIA ENERGY HOLDINGS, LLC

(formerly Santa Maria Pacific Holdings, LLC)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11. SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED), CONTINUED

(b) Changes in Standardized Measure of Discounted Future Net Cash Flow

	Year ended December 31,
	2012			2011
	(In thousands)
Balance, beginning of period	$	109,525		$	250,767
Net change in sales and transfer prices and in production (lifting) costs related to future production		13,537			81,711
Changes in estimated future development costs		1,870			53,374
Sales and transfers of oil and natural gas produced during the period		(8,548	)		(2,773	)
Net change due to revisions in quantity estimates		54,806			(287,097	)
Previously estimated development costs incurred during the period		3,188			19,828
Accretion of discount		522			2,933
Net change due to extensions and discoveries		0			0
Other		(3,077	)		(9,217	)
Net change in income taxes		—			—
Balance, end of period	$	171,820		$	109,525

F-33

Hyde Park Acquisition Corp. II

(A Company in the Development Stage)

CONDENSED BALANCE SHEETS

	As of September 30,			As of December 31,
	2013			2012
	(unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	549,691		$	743,748
Prepaid expenses and other current assets		—			89,628
Total current assets		549,691			833,376
Restricted investments and cash equivalents held in Trust Account		78,756,217			78,787,269
Total assets	$	79,305,908		$	79,620,645
LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ EQUITY
Current liabilities
Accrued liabilities	$	890,231		$	14,978
Accrued Delaware franchise tax		169,912			64,648
Total liabilities		1,060,143			79,626
Commitments
Common Stock, subject to possible conversion or tender, 6,961,688 and 7,088,364 shares at conversion value at September 30, 2013 and December 31, 2012, respectively (1)		73,097,724			74,427,822
Stockholders’ Equity
Preferred Stock, $0.0001 par value, 1,000,000 shares authorized; none issued or outstanding		—			—
Common Stock, $0.0001 par value, 50,000,000 shares authorized; 3,107,062 shares issued and outstanding (excluding 6,961,688 shares subject to possible conversion or tender) at September 30, 2013 and 2,980,386 shares issued and outstanding (excluding 7,088,364 shares subject to possible conversion or tender) at December 31, 2012.		311			298
Additional paid-in capital		6,632,703			5,302,618
Deficit accumulated during the development stage		(1,484,973	)		(189,719	)
Total stockholders’ equity		5,148,041			5,113,197
Total liabilities, redeemable common stock and stockholders’ equity	$	79,305,908		$	79,620,645

⁽¹⁾ As a result of changes in the Company’s net tangible assets, a total of 6,961,688 and 7,088,364 shares of common stock were subject to conversion or tender at September 30, 2013 and December 31, 2012, respectively.

The accompanying notes are an integral part of these condensed financial statements.

F-34

Hyde Park Acquisition Corp. II

(A Company in the Development Stage)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,						For the Period February 24, 2011 (Inception) Through September 30,
	2013			2012			2013			2012			2013
Formation and operating costs
Legal and professional fees	$	730,234		$	34,393		$	1,082,636		$	34,393		$	1,159,986
Office expense—related party		30,000			20,000			90,000			20,000			140,000
General and administrative expenses		51,679			625			179,580			4,215			279,924
Loss from operations		(811,913	)		(55,018	)		(1,352,216	)		(58,608	)		(1,579,910	)
Interest income		14,969			12,779			56,962			12,779			94,937
Net loss	$	(796,944	)	$	(42,239	)	$	(1,295,254	)	$	(45,829	)	$	(1,484,973	)
Weighted average shares outstanding, basic and diluted (1)(2)		3,029,968			2,516,026			3,006,210			2,090,235
Basic and diluted net loss per common share	$	(0.26	)	$	(0.02	)	$	(0.43	)	$	(0.02	)

⁽¹⁾ For the three and nine months ended September 30, 2012, share amounts excluded an aggregate of 281,250 shares that were subject to forfeiture. These shares were forfeited on September 22, 2012 (See Note 6).

⁽²⁾ For the three and nine months ended September 30, 2013 and 2012, share amounts excluded shares subject to possible conversion or tender, which as of September 30, 2013 and 2012 were 6,961,688 and 7,101,632, respectively.

The accompanying notes are an integral part of these condensed financial statements.

F-35

Hyde Park Acquisition Corp. II

(A Company in the Development Stage)

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Period from February 24, 2011 (Inception) through September 30, 2013

	Common Stock						Additional Paid-in Capital			Deficit Accumulated During the Development Stage			Total Stockholders’ Equity
	Shares			Amount
Balance, February 24, 2011 (inception)		—		$	—		$	—		$	—		$	—
Common stock issued at approximately $0.01 per share to initial stockholders, on April 28, 2011		2,156,250			216			24,784			—			25,000
Net loss for the period from February 24, 2011 (inception) through December 31, 2011		—			—						(8,222	)		(8,222	)
Balance, December 31, 2011		2,156,250			216			24,784			(8,222	)		16,778
Sale of 7,500,000 shares on August 7, 2012, net of underwriters’ discount and offering costs		7,500,000			750			72,767,488			—			72,768,238
Sale of 693,750 shares to Sponsors on August 7, 2012		693,750			69			6,937,431			—			6,937,500
Forfeiture of Founders’ Shares in connection with the expiration of the underwriters’ over-allotment option on September 15, 2012.		(281,250	)		(28	)		28			—			—
Net proceeds subject to possible redemption of 7,088,364 shares at redemption value (1)		(7,088,364	)		(709	)		(74,427,113	)		—			(74,427,822	)
Net loss for the year ended December 31, 2012		—			—			—			(181,497	)		(181,497	)
Balance, December 31, 2012		2,980,386		$	298		$	5,302,618		$	(189,719	)	$	5,113,197
Change in net proceeds subject to possible redemption (2)		126,676			13			1,330,085			—			1,330,098
Net loss for the nine months ended September 30, 2013		—			—			—			(1,295,254	)		(1,295,254	)
Balance, September 30, 2013 (unaudited)		3,107,062		$	311		$	6,632,703		$	(1,484,973	)	$	5,148,041

⁽¹⁾ As a result of changes in the Company’s net tangible assets, a total of 7,088,364 shares of common stock were subject to conversion or tender at December 31, 2012.

⁽²⁾ As a result of changes in the Company’s net tangible assets, a total of 6,961,688 shares of common stock were subject to conversion or tender at September 30, 2013.

The accompanying notes are an integral part of these condensed financial statements.

F-36

Hyde Park Acquisition Corp. II

(A Company in the Development Stage)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended September 30,						For the Period February 24, 2011 (Inception) Through September 30, 2013
	2013			2012
Cash flows from operating activities:
Net Loss	$	(1,295,254	)	$	(45,829	)	$	(1,484,973	)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of discount on investments held in trust		(56,022	)		(12,600	)		(93,291	)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		89,628			(19,031	)		—
Accrued liabilities		980,517			(45,896	)		1,060,143
Net cash used in operating activities		(281,131	)		(123,356	)		(518,121	)
Cash flows from investing activities:
Purchases of restricted investments and cash equivalents held in Trust Account		(157,498,926	)		—			(236,248,926	)
Proceeds from the maturity of restricted investments and cash equivalents held in Trust Account		157,586,000			(78,750,000	)		157,586,000
Net cash provided by (used in) investing activities		87,074			(78,750,000	)		(78,662,926	)
Cash flows from financing activities:
Repayments of notes payable to stockholders		—			(100,000	)		—
Proceeds from the issuance of Founders’ Shares		—			—			25,000
Proceeds from public offering, net of offering costs		—			73,121,850			73,121,850
Proceeds from the issuance of Sponsors’ Shares		—			6,937,500			6,937,500
Payment of offering costs		—			(149,091	)		(353,612	)
Net cash provided by financing activities		—			79,810,259			79,730,738
Net (decrease) increase in cash and cash equivalents		(194,057	)		936,903			549,691
Cash and cash equivalents — beginning		743,748			2,257			—
Cash and cash equivalents — ending	$	549,691		$	939,160		$	549,691

The accompanying notes are an integral part of these condensed financial statements.

F-37

Notes to Financial Statements

Note 1 — Organization, Plan of Business Operations and Liquidity

Organization and Plan of Business Operations

Hyde Park Acquisition Corp. II (the “Company”) was incorporated in Delaware on February 24, 2011 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, plan of arrangement, recapitalization, reorganization or other similar business combination, one or more businesses or entities (a “Business Combination”).

As of September 30, 2013 the Company had not commenced any operations. All activity through September 30, 2013 relates to the Company’s formation, initial public offering (“Offering”), and the identification and investigation of prospective target businesses with which to consummate a Business Combination.

The registration statement for the Offering was declared effective on August 1, 2012. The Company consummated the Offering on August 7, 2012 and received proceeds net of underwriters discount of $73,312,500 and simultaneously raised $6,937,500 through the issuance of shares of common stock (“Sponsors’ Shares”) to the Company’s initial stockholders (collectively, the “Sponsors”) in a private placement (“Private Placement”) which are described in Note 4. The Company paid a total of $1,687,500 in underwriting discounts and commissions (not including deferred fees) and $544,262 for other costs and expenses related to the Offering.

Upon the closing of the Offering, $78,750,000 ($10.50 per share sold in the Offering (“Public Share”), including the proceeds of the Private Placement), was placed in a trust account (“Trust Account”) and is invested in United States government treasury bills having a maturity of 180 days or less. Funds held in the Trust Account may also be invested in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, which invest solely in U.S. treasuries, until the earlier of the consummation of the initial Business Combination or the Company’s failure to consummate a Business Combination within the prescribed time. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons or entities will execute such agreements. The Company’s executive officers have agreed that they will be jointly and severally liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or vendors or other entities that are owed money by the Company for services rendered, contracted for, or products sold to the Company. However, they may not be able to satisfy those obligations should they arise. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. In addition, (1) interest income on the funds held in the Trust Account can be released to the Company to pay its income and other tax obligations and (2) interest income on the funds held in the Trust Account can be released to the Company to pay for its working capital requirements in connection with searching for a Business Combination.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Offering and the Private Placement, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination. Furthermore, there is no assurance that the Company will be able to affect a Business Combination successfully.

The Company’s shares are listed on the NASDAQ Capital Markets (“NASDAQ”). Pursuant to the NASDAQ listing rules, the target business or businesses that the Company acquires must collectively have a fair market value equal to at least 80% of the balance of the funds in the Trust Account, net of deferred commissions and tax obligations, at the time of the execution of a definitive agreement for its initial Business Combination, although the Company may acquire a target business whose fair market value significantly exceeds 80% of the Trust Account balance.

F-38

Note 1 — Organization, Plan of Business Operations and Liquidity, continued

Organization and Plan of Business Operations, continued

The Company will either seek stockholder approval of any Business Combination at a meeting called for such purpose at which stockholders may seek to convert their shares of common stock into their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), or provide stockholders with the opportunity to sell their shares of common stock to the Company by means of a tender offer for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable). The Company will proceed with a Business Combination only if it has net tangible assets of at least $5,000,001 upon consummation of the Business Combination and, solely if stockholder approval is sought, a majority of the outstanding shares of common stock of the Company voted are voted in favor of the Business Combination. The Company intends to consistently maintain its net tangible assets at the threshold level of $5,000,001. Notwithstanding the foregoing, a Public Stockholder (defined as a holder of Public Shares, including the Company’s Sponsors to the extent the Sponsors purchase Public Shares, provided that their status as “public stockholders” shall only exist with respect to such Public Shares), together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d) (3) of the Securities Exchange Act of 1934, as amended) will be restricted from seeking conversion rights with respect to 20% or more of the Public Shares without the Company’s prior written consent. In order to determine whether a stockholder is acting in concert or as a group with another stockholder, each Public Stockholder seeking to exercise conversion rights will be required to certify whether such stockholder is acting in concert or as a group with any other stockholder. These certifications, together with any other information relating to stock ownership available at that time, will be the sole basis on which the above-referenced determination is made. If it is determined that a stockholder is acting in concert or as a group with any other stockholder, the stockholder will be notified of the determination and will be offered an opportunity to dispute the finding. The final determination as to whether a stockholder is acting in concert or as a group with any other stockholder will ultimately be made in good faith by the Company’s board of directors. In connection with any stockholder vote required to approve any Business Combination, the Sponsors have agreed (1) to vote any of their respective Founders’ Shares (See Note 6), Sponsors’ Shares and any Public Shares they may have acquired in the Offering or the aftermarket in favor of the initial Business Combination and (2) not to convert any of their respective Founders’ Shares and Sponsors’ Shares in connection with any vote on a Business Combination. The Sponsors have also agreed not to sell any of their respective Founders’ Shares and Sponsors’ Shares to the Company pursuant to any tender offer described above.

The Company’s Amended and Restated Certificate of Incorporation provides that the Company will continue in existence only until May 1, 2014. If the Company has not completed a Business Combination by such date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding shares held by the Public Stockholders, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest but net of franchise taxes and income taxes payable with respect to interest earned on the Trust Account, divided by the number of then outstanding Public Shares (defined as shares of the Company’s common stock sold in Offering (whether they are purchased in the Offering or thereafter in the open market), which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such event, the Public Stockholders will be entitled to receive a full pro rata interest in the Trust Account ($10.50 per Public Share as of September 30, 2013, plus any pro rata interest earned on the Trust Fund, net of taxes, not previously released to the Company).

F-39

Note 1 — Organization, Plan of Business Operations and Liquidity, continued

Liquidity

As of September 30, 2013, the Company had $549,691 in cash and cash equivalents. Investment securities in the Trust Account as of September 30, 2013 consisted of $78,755,982 in United States treasury bills with a maturity of 180 days or less, and $235 in cash equivalents. Except as set forth below, funds held in the Trust Account will be not be released to the Company until the earlier of (i) the completion of its initial Business Combination, or (ii) the redemption of 100% of its outstanding public shares in the event it has not completed a Business Combination in the required time period. Interest earned on the funds held in the Trust Account may be released to the Company to pay its income or other tax obligations, and any remaining interest earned on the funds in the Trust Account may be used for the Company’s working capital requirements.

The Company expects that the funds not held in the Trust Account, plus the interest earned on the Trust Account balance (net of income and other tax obligations) that may be released to the Company to fund its working capital requirements (which is anticipated to be approximately $87,000) will be sufficient to allow the Company to operate for at least the next 7 months, assuming that a Business Combination is not consummated during that time. The Company anticipates that it will incur approximately $604,000 in costs to search for a Business Combination candidate and operate its business during that time.

If the actual amount of the costs of undertaking in-depth due diligence and negotiating its initial Business Combination is more than the Company’s estimates to do so, or if the amount available from interest earned on the Trust Account is less than expected, the Company may have insufficient funds in order to operate its business prior to an initial Business Combination. Moreover, the Company may need to obtain additional financing either to consummate an initial Business Combination or because the Company becomes obligated to redeem a significant number of its public shares upon consummation of its initial Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. There can be no assurance that the Company can issue additional securities or incur debt on commercially acceptable terms or at all.

Note 2 — Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ended December 31, 2013. For further information refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, filed with Securities and Exchange Commission on March 29, 2013.

The Company is considered to be a development stage company, and, as such, the Company’s financial statements are prepared in accordance with the Accounting Standards Codification (“ASC”) 915 “Development Stage Entities”. The Company is subject to all of the risks associated with development stage companies.

Note 3 — Significant Accounting Policies

Cash and Cash Equivalents

Cash: The Company maintains its cash with high credit quality financial institutions. At times, the Company’s cash and cash equivalents may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limit. As of September 30, 2013, substantially all of the Company’s funds were held at one financial institution.

F-40

Note 3 — Significant Accounting Policies, continued

Cash and Cash Equivalents, continued

Cash Equivalents: The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents.

Restricted Investments and Cash Equivalents Held in Trust Account

The amounts held in the Trust Account represent substantially all of the proceeds of the Offering and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of a Business Combination.

As of September 30, 2013, investment securities held in the Trust Account consisted of $78,755,982 in United States Treasury Bills, which mature on August 8, 2013 and $235 of cash equivalents. The Company classifies its United States Treasury securities as held-to-maturity in accordance with ASC 320 “Investments — Debt and Equity Securities”. Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and are adjusted for the accretion of discounts.

A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary.

Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned.

The carrying amount, gross unrealized holding gains and fair value of held-to-maturity securities at September 30, 2013 are as follows:

	Carrying Amount		Gross Unrealized Holding Gains		Fair Value
Held-to-maturity:
U.S. Treasury Bills	$	78,755,982	$	8,443	$	78,764,425

Loss Per Share

Loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Common shares subject to possible redemption of 6,961,688 and 7,101,632 shares at September 30, 2013 and 2012, respectively have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the trust earnings. Weighted average shares for the three and nine months ended September 30, 2012 were reduced for the effect of an aggregate 281,250 shares of common stock that were forfeited on September 15, 2012, the date upon which the underwriters’ over-allotment option expired (See Note 6).

Shares Subject to Possible Conversion or Tender

The Company accounts for its shares subject to possible redemption or tender in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. Shares subject to mandatory

F-41

Note 3 — Significant Accounting Policies, continued

Shares Subject to Possible Conversion or Tender, continued

redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable common shares (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares are classified as shareholders’ equity. The Company’s shares feature certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly at September 30, 2013 and December 31, 2012, the shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

Income Taxes

The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company is required to file income tax returns in the United States (federal) and in various state and local jurisdictions. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on February 24, 2011, the evaluation was performed for the tax years ended December 31, 2012 and 2011, which are the only periods subject to examination. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position.

The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of or during the period from February 24, 2011 (inception) through September 30, 2013. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Subsequent Events

The Company evaluates events that have occurred after the balance sheet date of September 30, 2013 through the date which the financial statements were available to be publicly issued. Based upon the review, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements.

F-42

Note 3 — Significant Accounting Policies, continued

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Note 4 — Initial Public Offering and Private Placement

On August 7, 2012, the Company sold 7,500,000 shares of common stock at an offering price of $10.00 per share generating gross proceeds of $75,000,000 in the Offering.

Simultaneously with the consummation of the Offering, the Company consummated the Private Placement with the sale of 693,750 Sponsors’ Shares to the Sponsors at a price of $10.00 per share, generating total proceeds of $6,937,500. The Sponsors’ Shares are identical to the shares of common stock sold in the Offering. However, the purchasers have agreed not to transfer, assign or sell any of the Sponsors’ Shares (except to certain permitted transferees) until 30 days after the completion of the Company’s initial Business Combination.

The Sponsors are entitled to registration rights with respect to their Founders’ Shares and the Sponsors’ Shares, as well as any shares issued in payment of working capital loans made by the Sponsors or their affiliates to the Company, pursuant to a registration rights agreement. The holders of the Founders’ Shares are entitled to demand that the Company register these securities at any time commencing three months prior to the date on which the securities are to be released from escrow. The holders of the Sponsors’ Shares or shares issued in payment of working capital loans are entitled to demand that the Company register these securities at any time after the Company consummates a Business Combination. In addition, the Sponsors have certain “piggyback” registration rights on registration statements filed after the Company’s consummation of a Business Combination.

The Company entered into an agreement with the underwriters of the Offering (the “Underwriting Agreement”). Pursuant to the Underwriting Agreement, the Company paid 2.25% of the gross proceeds of the Offering, or $1,687,500, as underwriting discounts and commissions upon closing of the Offering.

The Company will also pay the underwriters in the Offering a deferred underwriting discount (“Deferred Commission”) of 2.75% of the gross proceeds of the Offering which is held in the Trust Account. The amount of any aggregate Deferred Commissions paid to the underwriters will be reduced by the amount of any Deferred Commission earned on shares of common stock which have been converted or tendered in connection with the completion of an initial Business Combination.

Note 5 — Commitments

The Company presently occupies office space provided by an affiliate of the Company’s Chief Executive Officer. Such affiliate has agreed that, until the Company consummates a Business Combination or is required to be liquidated, it will make such office space, as well as certain office and secretarial services, available to the Company, as may be required by the Company from time to time. The Company has agreed to pay such affiliate an aggregate of $10,000 per month for such services commencing on August 1, 2012. During the three months ended September 30, 2013 and 2012 the Company paid $30,000 and $20,000, during the nine months ended September 30, 2013 and 2012 the Company paid $90,000 and $20,000, and for the period from February 24, 2011 (inception) through September 30, 2013, the Company paid $140,000, respectively, to the aforementioned affiliate, which is reflected in the Statement of Operations as Office expense — related party.

On June 1, 2013, the Company engaged a consultant to assist the Company with its evaluation of potential Business Combination candidates. This consultant will be paid $5,000 per month. Upon the Company consummating a Business Combination, the Company would be required to pay the consultant an additional $10,000 per month, for each month of service provided.

F-43

Note 6 — Stockholders’ Equity

Preferred Stock

The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2013 and December 31, 2012, there are no shares of preferred stock issued or outstanding.

Common Stock

The Company is authorized to issue 50,000,000 shares of common stock with a par value of $0.0001 per share. In connection with the organization of the Company, on April 28, 2011, a total of 2,524,391 shares of the Company’s common stock were sold to the Sponsors at a price of approximately $0.01 per share for an aggregate of $25,000 (“Founders’ Shares”). Effective July 1, 2011, the Company’s Board of Directors authorized a stock dividend of approximately 0.139 shares for each outstanding share of common stock. On October 26, 2011, the Sponsors contributed an aggregate of 718,750 shares of the Company’s common stock to the Company’s capital at no cost to the Company. Share amounts have been retroactively restated to reflect the effect of the stock dividend and the Sponsors’ contribution to capital. The holders of the majority of the Founders’ Shares are entitled to demand that the Company register these shares at any time commencing three months prior to the first anniversary of the consummation of a Business Combination.

On September 15, 2012, an aggregate of 281,250 Founders’ Shares were forfeited upon the underwriters’ election not to exercise their over-allotment option, resulting in the Sponsors owning an aggregate of 1,875,000 Founders shares.

As of September 30, 2013, 10,068,750 shares of the Company’s common stock were issued and outstanding, including 6,961,688 shares of common stock subject to possible conversion or tender.

The Founders’ Shares were placed into an escrow account maintained by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited expectations, these shares will not be transferable during the escrow period. Such shares will be released from escrow on the first anniversary of the closing date of the initial Business Combination, or earlier upon the occurrence of certain events.

F-44

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

of Hyde Park Acquisition Corp. II

We have audited the accompanying balance sheets of Hyde Park Acquisition Corp. II (a company in the development stage) (the “Company”) as of December 31, 2012 and 2011, and the related statements of operations, changes in stockholders’ equity and cash flows for the year ended December 31, 2012, the period from February 24, 2011 (inception) through December 31, 2011 and the period from February 24, 2011 (inception) through December 31, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above presents fairly, in all material respects, the financial position of Hyde Park Acquisition Corp. II (a company in the development stage), as of December 31, 2012 and 2011, and the results of its operations and its cash flows for the year ended December 31, 2012, for the period from February 24, 2011 (inception) through December 31, 2011 and the period from February 24, 2011 (inception) through December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

/s/ Marcum LLP

Marcum LLP

New York, NY

March 29, 2013

F-45

Hyde Park Acquisition Corp. II

(A Company in the Development Stage)

BALANCE SHEETS

	As of December 31,
	2012			2011
ASSETS
Current Assets
Cash and cash equivalents	$	743,748		$	2,257
Prepaid expenses and other current assets		89,628			—
Total current assets		833,376			2,257
Restricted investments and cash equivalents held in Trust Account		78,787,269			—
Deferred offering costs associated with public offering		—			204,521
Total assets	$	79,620,645		$	206,778
LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ EQUITY
Current liabilities
Accrued liabilities	$	14,978		$	90,000
Accrued Delaware franchise tax		64,648			—
Notes payable to stockholders		—			100,000
Total liabilities		79,626			190,000
Commitments and contingencies
Common Stock, subject to possible conversion or tender, 7,088,364 and 0 shares at conversion value at December 31, 2012 and 2011, respectively (1)		74,427,822			—
Stockholders’ Equity
Preferred Stock, $0.0001 par value, 1,000,000 shares authorized; none issued or outstanding		—			—
Common Stock, $0.0001 par value, 50,000,000 shares authorized; 2,980,386 shares issued and outstanding (excluding 7,088,364 shares subject to possible conversion or tender), as adjusted at December 31, 2012, and 2,156,250 shares issued and outstanding at December 31, 2011.		298			216
Additional paid-in capital		5,302,618			24,784
Deficit accumulated during the development stage		(189,719	)		(8,222	)
Total stockholders’ equity		5,113,197			16,778
Total liabilities and stockholders’ equity	$	79,620,645		$	206,778

⁽¹⁾  As a result of changes in the Company’s net tangible assets, a total of 7,088,364 shares of common stock were subject to conversion or tender at December 31, 2012.

The accompanying notes are an integral part of these financial statements.

F-46

Hyde Park Acquisition Corp. II

(A Company in the Development Stage)

STATEMENTS OF OPERATIONS

	For the Year Ended December 31, 2012			For the Period February 24, 2011 (Inception) Through December 31, 2011			For the Period February 24, 2011 (Inception) Through December 31, 2012
Formation and operating costs
Legal and professional fees	$	77,350		$	—		$	77,350
Office expense—related party		50,000			—			50,000
General and administrative expenses		92,122			8,222			100,344
Loss from operations		(219,472	)		(8,222	)		(227,694	)
Interest income		37,975			—			37,975
Net loss	$	(181,497	)	$	(8,222	)	$	(189,719	)
Weighted average shares outstanding, basic and diluted (1)(2)(3)		2,312,377			1,875,000
Basic and diluted net loss per common share	$	(0.08	)	$	(0.00	)

⁽¹⁾  Share amounts have been retroactively restated to reflect the effect of (i) a dividend of approximately .0139 shares for each outstanding share of common stock on July 1, 2011, and (ii) contribution to the Company of 718,750 shares of common stock by the Sponsors on October 26, 2011.

⁽²⁾  Share amounts excluded an aggregate of 281,250 shares that were subject to forfeiture. These shares were forfeited on September 22, 2012 (See Note 7).

⁽³⁾  Excludes 7,088,364 and 0 shares subject to possible conversion or tender at December 31, 2012 and 2011, respectively.

The accompanying notes are an integral part of these financial statements.

F-47

Hyde Park Acquisition Corp. II

(A Company in the Development Stage)

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Period from February 24, 2011 (Inception) through December 31, 2012

	Common Stock (1)						Additional Paid-in Capital			Deficit Accumulated During the Development Stage			Total Stockholders’ Equity
	Shares			Amount
Balance, February 24, 2011 (inception)		—		$	—		$	—		$	—		$	—
Common stock issued at approximately $0.01 per share to initial stockholders, on April 28, 2011		2,156,250			216			24,784			—			25,000
Net loss for the period from February 24, 2011 (inception) through December 31, 2011		—			—						(8,222	)		(8,222	)
Balance, December 31, 2011		2,156,250			216			24,784			(8,222	)		16,778
Sale of 7,500,000 shares on August 7, 2012, net of underwriters’ discount and offering costs		7,500,000			750			72,767,488			—			72,768,238
Sale of 693,750 shares to Sponsors on August 7, 2012		693,750			69			6,937,431			—			6,937,500
Forfeiture of Founders’ Shares in connection with the underwriters election to not exercise their over-allotment option		(281,250	)		(28	)		28			—			—
Net proceeds subject to possible redemption of 7,088,364 shares at redemption value (2)		(7,088,364	)		(709	)		(74,427,113	)		—			(74,427,822	)
Net loss for the year ended December 31, 2012		—			—			—			(181,497	)		(181,497	)
Balance, December 31, 2012		2,980,386		$	298		$	5,302,618		$	(189,719	)	$	5,113,197

⁽¹⁾  Share amounts have been retroactively restated to reflect the effect of (i) a dividend of approximately .0139 shares for each outstanding share of common stock on July 1, 2011, and (ii) contribution to the Company of 718,750 shares of common stock by the Sponsors on October 26, 2011.

⁽²⁾  As a result of changes in the Company’s net tangible assets, a total of 7,088,364 shares of common stock were subject to conversion or tender at December 31, 2012.

The accompanying notes are an integral part of these financial statements.

F-48

Hyde Park Acquisition Corp. II

(A Company in the Development Stage)

STATEMENTS OF CASH FLOWS

	For the Year Ended December 31, 2012			For the Period February 24, 2011 (Inception) Through December 31, 2011			For the Period February 24, 2011 (Inception) Through December 31, 2012
Cash flows from operating activities:
Net Loss	$	(181,497	)	$	(8,222	)	$	(189,719	)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of discount on investments held in trust		(37,269	)		—			(37,269	)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(89,628	)		—			(89,628	)
Accrued liabilities		(10,374	)		3,500			79,626
Net cash used in operating activities		(318,768	)		(4,722	)		(236,990	)
Cash flows from investing activities:
Investment in restricted investments and cash equivalents held in trust account		(78,750,000	)		—			(78,750,000	)
Net cash used in investing activities		(78,750,000	)		—			(78,750,000	)
Cash flows from financing activities:
Proceeds from (repayments of) notes payable to stockholders		(100,000	)		100,000			—
Proceeds from the issuance of Founders’ Shares		—			25,000			25,000
Proceeds from public offering, net of offering costs		73,121,850			—			73,121,850
Proceeds from the issuance of Sponsors’ Shares		6,937,500			—			6,937,500
Payment of offering costs		(149,091	)		(118,021	)		(353,612	)
Net cash provided by financing activities		79,810,259			6,979			79,730,738
Net increase in cash and cash equivalents		741,491			2,257			743,748
Cash and cash equivalents—beginning		2,257			—			—
Cash and cash equivalents—ending	$	743,748		$	2,257		$	743,748
Supplemental disclosure of non-cash financing activity:
Increase in accrued expenses for deferred offering costs	$	—		$	86,500		$	—

The accompanying notes are an integral part of these financial statements.

F-49

Notes to Financial Statements

Note 1 — Organization and Plan of Business Operations

Hyde Park Acquisition Corp. II (the “Company”) was incorporated in Delaware on February 24, 2011 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, plan of arrangement, recapitalization, reorganization or other similar business combination, one or more businesses or entities (a “Business Combination”).

As of December 31, 2012 the Company had not commenced any operation. All activity through December 31, 2012 relates to the Company’s formation, initial public offering (“Offering”), and the identification and investigation of prospective target businesses with which to consummate a Business Combination.

The registration statement for the Offering was declared effective on August 1, 2012. The Company consummated the Offering on August 7, 2012 and received proceeds net of underwriters discount of $73,312,500 and simultaneously raised $6,937,500 through the issuance of shares of common stock (“Sponsors’ Shares”) to the Company’s initial stockholders (collectively, the “Sponsors”) in a private placement (“Private Placement”) which are described in Note 4. The Company paid a total of $1,687,500 in underwriting discounts and commissions (not including deferred fees) and $544,262 for other costs and expenses related to the Offering.

Upon the closing of the Offering, $78,750,000 ($10.50 per share sold in the Offering (“Public Share”), including the proceeds of the Private Placement), is held in a trust account (“Trust Account”) and is invested in United States government treasury bills having a maturity of 180 days or less. Funds held in the Trust Account may also be invested in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, which invest solely in U.S. treasuries, until the earlier of the consummation of the initial Business Combination or the Company’s failure to consummate a Business Combination within the prescribed time. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons or entities will execute such agreements. The Company’s officers have agreed that they will be jointly and severally liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or vendors or other entities that are owed money by the Company for services rendered, contracted for, or products sold to the Company. However, they may not be able to satisfy those obligations should they arise. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. In addition, (1) interest income on the funds held in the Trust Account can be released to the Company to pay its income and other tax obligations and (2) interest income on the funds held in the Trust Account can be released to the Company to pay for its working capital requirements in connection with searching for a Business Combination.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Offering and the Private Placement, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination. Furthermore, there is no assurance that the Company will be able to affect a Business Combination successfully.

The Company’s shares are listed on the NASDAQ Capital Markets (“NASDAQ”). Pursuant to the NASDAQ listing rules, the target business or businesses that the Company acquires must collectively have a fair market value equal to at least 80% of the balance of the funds in the Trust Account, net of deferred commissions and tax obligations, at the time of the execution of a definitive agreement for its initial Business Combination, although the Company may acquire a target business whose fair market value significantly exceeds 80% of the Trust Account balance.

The Company will either seek stockholder approval of any Business Combination at a meeting called for such purpose at which stockholders may seek to convert their shares of common stock into their pro rata share of

F-50

Note 1 — Organization and Plan of Business Operations, continued

the aggregate amount then on deposit in the Trust Account (net of taxes payable), or provide stockholders with the opportunity to sell their shares of common stock to the Company by means of a tender offer for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable). The Company will proceed with a Business Combination only if it has net tangible assets of at least $5,000,001 upon consummation of the Business Combination and, solely if stockholder approval is sought, a majority of the outstanding shares of common stock of the Company voted are voted in favor of the Business Combination. The Company intends to consistently maintain its net tangible assets at the threshold level of $5,000,001. Notwithstanding the foregoing, a Public Stockholder (defined as a holder of Public Shares, including the Company’s Sponsors to the extent the Sponsors purchase Public Shares, provided that their status as “public stockholders” shall only exist with respect to such Public Shares), together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d) (3) of the Securities Exchange Act of 1934, as amended) will be restricted from seeking conversion rights with respect to 20% or more of the Public Shares without the Company’s prior written consent. In order to determine whether a stockholder is acting in concert or as a group with another stockholder, each Public Stockholder seeking to exercise conversion rights will be required to certify whether such stockholder is acting in concert or as a group with any other stockholder. These certifications, together with any other information relating to stock ownership available at that time, will be the sole basis on which the above-referenced determination is made. If it is determined that a stockholder is acting in concert or as a group with any other stockholder, the stockholder will be notified of the determination and will be offered an opportunity to dispute the finding. The final determination as to whether a stockholder is acting in concert or as a group with any other stockholder will ultimately be made in good faith by the Company’s board of directors. In connection with any stockholder vote required to approve any Business Combination, the Sponsors have agreed (1) to vote any of their respective Founders’ Shares (See Note 7), Sponsors’ Shares and any Public Shares they may have acquired in the Offering or the aftermarket in favor of the initial Business Combination, (2) not to convert any of their respective Founders’ Shares and Sponsors’ Shares in connection with any vote on a Business Combination, and (3) not to sell any of their respective Founders’ Shares and Sponsors’ Shares to the Company pursuant to any tender offer described above.

The Company’s Amended and Restated Certificate of Incorporation provides that the Company will continue in existence only until May 1, 2014. If the Company has not completed a Business Combination by such date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding shares held by the Public Stockholders, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest but net of franchise taxes and income taxes payable with respect to interest earned on the Trust Account, divided by the number of then outstanding Public Shares (defined as shares of the Company’s common stock sold in Offering (whether they are purchased in the Offering or thereafter in the open market), which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such event, the Public Stockholders will be entitled to receive a full pro rata interest in the Trust Account ($10.50 per Public Share as of December 31, 2012 plus any pro rata interest earned on the Trust Fund, net of taxes, not previously released to the Company).

Note 2 — Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the accounting and disclosure rules of the Securities and Exchange Commission (“SEC”). The Company has evaluated subsequent events through the issuance of this Form 10-K.

F-51

Note 2 — Basis of Presentation, continued

The Company is considered to be a development stage company, and, as such, the Company’s financial statements are prepared in accordance with the Accounting Standards Codification (“ASC”) 915 “Development Stage Entities”. The Company is subject to all of the risks associated with development stage companies.

Note 3 — Significant Accounting Policies

Cash and Cash Equivalents

Cash: The Company maintains its cash with high credit quality financial institutions. At times, the Company’s cash and cash equivalents may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limit. As of December 31, 2012, substantially all of the Company’s funds were held at one financial institution.

Cash Equivalents: The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents.

Restricted Investments and Cash Equivalents Held in Trust Account

The amounts held in the Trust Account represent substantially all of the proceeds of the Offering and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of a Business Combination.

As of December 31, 2012, investment securities held in the Trust Account consisted of $78,786,810 in a United States Treasury Bill, which matures on February 7, 2013 and $459 of cash equivalents. The Company classifies its United States Treasury securities as held-to-maturity in accordance with ASC 320 “Investments—Debt and Equity Securities”. Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and are adjusted for the accretion of discounts.

A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary.

Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned.

The carrying amount, gross unrealized holding gains and fair value of held-to-maturity securities at December 31, 2012 are as follows:

	Carrying Amount		Gross Unrealized Holding Gains		Fair Value
Held-to-maturity:
U.S. Treasury Bills	$	78,786,810	$	7,826	$	78,794,636

Loss Per Share

Loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Common shares subject to possible redemption of 7,088,364 shares at

F-52

Note 3 — Significant Accounting Policies, continued

December 31, 2012 have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the trust earnings. Weighted average shares for the year ended December 31, 2012 and for the period February 24, 2011 (inception) through December 31, 2012 were reduced for the effect of an aggregate 281,250 shares of common stock that were forfeited on September 15, 2012, the date upon which the underwriters’ over-allotment option expired (See Note 7).

Shares Subject to Possible Conversion or Tender

The Company accounts for its shares subject to possible redemption or tender in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. Shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable common shares (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares are classified as shareholders’ equity. The Company’s shares feature certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly at December 31, 2012, the shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

Income Taxes

The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company is required to file income tax returns in the United States (federal) and in various state and local jurisdictions. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on February 24, 2011, the evaluation was performed for the tax years ended December 31, 2012 and 2011, which are the only periods subject to examination. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position.

The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of or during the period from February 24, 2011 (inception) through December 31, 2012. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

F-53

Note 3 — Significant Accounting Policies, continued

Subsequent Events

The Company evaluates events that have occurred after the balance sheet date of December 31, 2012 through the date which the financial statements were available to be publicly issued. Based upon the review, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements.

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Note 4 — Initial Public Offering and Private Placement

On August 7, 2012, the Company sold 7,500,000 shares of common stock at an offering price of $10.00 per share generating gross proceeds of $75,000,000 in the Offering.

Simultaneously with the consummation of the Offering, the Company consummated the Private Placement with the sale of 693,750 Sponsors’ Shares to the Sponsors at a price of $10.00 per share, generating total proceeds of $6,937,500. The Sponsors’ Shares are identical to the shares of common stock sold in the Offering. Additionally, the purchasers have agreed not to transfer, assign or sell any of the Sponsors’ Shares (except to certain permitted transferees) until 30 days after the completion of the Company’s initial Business Combination.

The Sponsors are entitled to registration rights with respect to their Founders’ Shares and the Sponsors’ Shares, as well as any shares issued in payment of working capital loans made by the Sponsors or their affiliates to the Company, pursuant to a registration rights agreement. The holders of the Sponsors’ Shares or shares issued in payment of working capital loans are entitled to demand that the Company register these securities at any time after the Company consummates a Business Combination. In addition, the Sponsors have certain “piggyback” registration rights on registration statements filed after the Company’s consummation of a Business Combination.

The Company entered into an agreement with the underwriters of the Offering (the “Underwriting Agreement”). Pursuant to the Underwriting Agreement, the Company paid 2.25% of the gross proceeds of the Offering, or $1,687,500, as underwriting discounts and commissions upon closing of the Offering.

The Company will also pay the underwriters in the Offering a deferred underwriting discount (“Deferred Commission”) of 2.75% of the gross proceeds of the Offering which is held in the Trust Account. The amount of any aggregate Deferred Commissions paid to the underwriters will be reduced by the amount of any Deferred Commission earned on shares of common stock which have been converted or tendered in connection with the completion of an initial Business Combination.

On the date of the Offering, the Company granted the underwriters a 45 day option to purchase up to 1,125,000 shares to cover over-allotments if any, which expired unexercised on September 22, 2012.

Note 5 — Commitments

The Company presently occupies office space provided by an affiliate of the Company’s Chief Executive Officer. Such affiliate has agreed that, until the Company consummates a Business Combination or is required to be liquidated, it will make such office space, as well as certain office and secretarial services, available to the Company, as may be required by the Company from time to time. The Company has agreed to pay such affiliate an aggregate of $10,000 per month for such services commencing on August 1, 2012. During the year ended December 31, 2012, the Company has paid $50,000 to the aforementioned affiliate, which is reflected in the Statement of Operations as Office expense — related party.

F-54

Note 6 — Income Taxes

The Company’s deferred tax assets are as follows:

	December 31,
	2012			2011
Net operating loss carryforwards	$	75,477		$	3,289
Total deferred tax assets		75,477			3,289
Less: Valuation allowance		(75,477	)		(3,289	)
Net deferred tax assets	$	—		$	—

The Company has a net operating loss of approximately $188,693 that expires between 2031 and 2032. The ultimate realization of the net operating losses is dependent upon future taxable income, if any, of the Company and may be limited in any one period by alternative minimum tax rules. Although management believes that the Company will have sufficient future taxable income to absorb the net operating loss carryovers before the expiration of the carryover period, there may be circumstances beyond the Company’s control that limit such utilization. Accordingly, management has determined that a full valuation allowance of the deferred tax asset is appropriate at December 31, 2012 and 2011.

Section 382 of the Code imposes limitations on the use of net operating loss carryovers when the stock ownership of one or more 5% shareholders (shareholders owning 5% or more of the Company’s outstanding capital stock) has increased on a cumulative basis by more than 50 percentage points within a period of three years. Management cannot control the ownership changes occurring as a result of public trading of the Company’s Common Stock. Accordingly, there is a risk of an ownership change beyond the control of the Company that could trigger a limitation of the use of the loss carryover.

The Company established a valuation allowance of $75,477 and $3,289 as of December 31, 2012 and 2011, which fully offset the deferred tax assets of $75,477 and $3,289, respectively. The deferred tax asset results from applying an effective combined federal and state tax rate of 40% to the net operating losses of approximately $180,471 and $8,222 for the year ended December 31, 2012 and the period from February 24, 2011 (inception) through December 31, 2011, respectively. Effective tax rates differ from statutory rates. A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate at December 31, 2012 is as follows:

	For the Year Ended December 31, 2012			For the Period February 24, 2011 (inception) through December 31, 2011
Tax benefit at federal statutory rate		(34.0	)%		(34.0	)%
State income tax		(6.0	)%		(6.0	)%
Permanent difference:
Meals and entertainment		0.2	%		—	%
Increase in valuation allowance		39.8	%		40.0	%
Effective income tax rate		—	%		—	%

Note 7 — Stockholders’ Equity

Preferred Stock

The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2012, there are no shares of preferred stock issued or outstanding.

F-55

Note 7 — Stockholders’ Equity, continued

Common Stock

The Company is authorized to issue 50,000,000 shares of common stock with a par value of $0.0001 per share. In connection with the organization of the Company, on April 28, 2011, a total of 2,524,391 shares of the Company’s common stock were sold to the Sponsors at a price of approximately $0.01 per share for an aggregate of $25,000 (“Founders’ Shares”). Effective July 1, 2011, the Company’s Board of Directors authorized a stock dividend of approximately 0.139 shares for each outstanding share of common stock. On October 26, 2011, the Sponsors contributed an aggregate of 718,750 shares of the Company’s common stock to the Company’s capital at no cost to the Company. Share amounts have been retroactively restated to reflect the effect of the stock dividend and the Sponsors’ contribution to capital. The holders of the majority of the Founders’ Shares are entitled to demand that the Company register these shares at any time commencing three months prior to the first anniversary of the consummation of a Business Combination.

On September 15, 2012, an aggregate of 281,250 Founders’ Shares were forfeited upon the underwriters’ election not to exercise their over-allotment option, resulting in the Sponsors owning an aggregate of 1,875,000 Founders shares.

As of December 31, 2012, 10,068,750 shares of the Company’s common stock were issued and outstanding, including 7,088,364 shares of common stock subject to possible conversion or tender.

The Founders’ Shares were placed into an escrow account maintained by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited expectations, these shares will not be transferable during the escrow period. Such shares will be released from escrow on the first anniversary of the closing date of the initial Business Combination, or earlier upon the occurrence of certain events.

Note 8 — Subsequent Event

On February 8, 2013, the Company withdrew $47,209 from the interest earned on the trust account for its working capital and tax obligations.

F-56

ANNEX A

MERGER AGREEMENT

Agreement and Plan of Merger, dated as of November 27, 2013, as amended as of December 16, 2013, by and among Hyde Park Acquisition Corp. II, Santa Maria Energy Corporation, HPAC Merger Sub, Inc., SME Merger Sub, LLC and Santa Maria Energy Holdings, LLC (composite copy incorporating the Agreement and Plan of Merger, dated as of November 27, 2013 and Consent and First Amendment to Agreement and Plan of Merger, dated as of December 16, 2013).

Each reference in the Agreement and Plan of Merger to “this Agreement,” “hereof,” “hereunder” or words of like import referring to the Agreement and Plan of Merger shall mean and be a reference to the Agreement and Plan of Merger as amended by the Consent and First Amendment to Agreement and Plan of Merger. All references in the Agreement and Plan of Merger to “the date hereof” or “the date of this Agreement” shall refer to November 27, 2013.

Composite Copy

AGREEMENT AND PLAN OF MERGER

by and among

HYDE PARK ACQUISITION CORP. II,

SANTA MARIA ENERGY CORPORATION,

HPAC MERGER SUB, INC.,

SME MERGER SUB, LLC

and

SANTA MARIA ENERGY HOLDINGS, LLC

Dated as of November 27, 2013

As amended by the

CONSENT AND FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

Dated as of December 16, 2013

TABLE OF CONTENTS

		Page
Article I. THE MERGERS			A-2
Section 1.1	Hyde Park Merger		A-2
Section 1.2	SME Merger		A-2
Section 1.3	Contribution		A-2
Section 1.4	Private Placement		A-2
Section 1.5	Closing		A-3
Section 1.6	Effective Times		A-3
Section 1.7	Governing Documents		A-3
Section 1.8	Directors and Officers		A-3
Section 1.9	Parent Incentive Plan		A-3
Article II. EFFECT ON THE EQUITY OF THE CONSTITUENT ENTITIES; EXCHANGE PROCEDURES			A-4
Section 2.1	Effect on Capital Stock of Hyde Park, Merger Sub 1 and Parent		A-4
Section 2.2	Hyde Park Exchange Procedures		A-4
Section 2.3	Effect on Company Membership Interests and Merger Sub 2		A-6
Section 2.4	SME Exchange Procedures		A-7
Section 2.5	No Fractional Shares		A-8
Section 2.6	Dissenting Shares		A-8
Section 2.7	Conversion Shares		A-8
Section 2.8	Certain Adjustments		A-8
Section 2.9	Phantom Equity Plan		A-8
Section 2.10	Further Assurances		A-9
Article III. REPRESENTATIONS AND WARRANTIES OF THE COMPANY			A-9
Section 3.1	Organization and Standing		A-9
Section 3.2	Subsidiaries		A-9
Section 3.3	Governing Documents		A-9
Section 3.4	Capitalization		A-10
Section 3.5	Authorization and Validity of Agreement; No Violation		A-10
Section 3.6	Financial Statements		A-11
Section 3.7	No Undisclosed Liabilities		A-12
Section 3.8	Compliance with Law; Company Permits		A-12
Section 3.9	Environmental Laws and Regulations		A-12
Section 3.10	Employee Benefit Plans		A-13
Section 3.11	Absence of Certain Changes or Events		A-15
Section 3.12	Investigations; Litigation		A-15
Section 3.13	Information Supplied		A-15
Section 3.14	Investment Company Act		A-16
Section 3.15	Tax Matters		A-16
Section 3.16	Employment and Labor Matters		A-17
Section 3.17	Intellectual Property		A-18
Section 3.18	Properties		A-18
Section 3.19	Insurance		A-19
Section 3.20	Material Contracts		A-19
Section 3.21	Reserve Reports		A-21
Section 3.22	Finders or Brokers		A-21
Section 3.23	No Additional Representations		A-21
Section 3.24	Affiliate Transactions		A-21

A-i

		Page
Article IV. REPRESENTATIONS AND WARRANTIES OF HYDE PARK			A-22
Section 4.1	Organization and Standing		A-22
Section 4.2	Subsidiaries		A-22
Section 4.3	Governing Documents		A-22
Section 4.4	Capitalization		A-22
Section 4.5	Authorization and Validity of Agreement; No Violation		A-23
Section 4.6	Hyde Park SEC Documents; Financial Statements		A-24
Section 4.7	Internal Controls and Procedures		A-25
Section 4.8	No Undisclosed Liabilities		A-25
Section 4.9	Compliance with Law; DGCL Section 203		A-25
Section 4.10	Environmental Laws and Regulations		A-25
Section 4.11	Investigations; Litigation		A-26
Section 4.12	Information Supplied		A-26
Section 4.13	Investment Company Act		A-26
Section 4.14	Properties		A-26
Section 4.15	Tax Matters		A-27
Section 4.16	Employment and Labor Matters		A-28
Section 4.17	Employee Benefit Plans		A-28
Section 4.18	Insurance		A-28
Section 4.19	Material Contracts		A-28
Section 4.20	Finders or Brokers		A-29
Section 4.21	No Additional Representations		A-29
Section 4.22	Trust Account		A-29
Article V. COVENANTS AND AGREEMENTS			A-30
Section 5.1	Conduct of Business by the Company		A-30
Section 5.2	Conduct of Business by Hyde Park		A-32
Section 5.3	Access to Information		A-34
Section 5.4	No Solicitation		A-34
Section 5.5	Filings; Other Actions		A-35
Section 5.6	Regulatory Approvals; Efforts		A-37
Section 5.7	Takeover Statutes		A-38
Section 5.8	Public Announcements		A-38
Section 5.9	Indemnification of Directors and Officers		A-38
Section 5.10	Transaction Litigation		A-38
Section 5.11	Contribution		A-39
Section 5.12	Nasdaq Listing		A-39
Section 5.13	Board of Directors		A-39
Section 5.14	No Claim Against the Trust Account		A-39
Section 5.15	Proxy Solicitation		A-39
Section 5.16	Registration Rights		A-39
Article VI. CONDITIONS TO THE MERGERS			A-40
Section 6.1	Conditions to Each Party’s Obligation to Effect the Mergers		A-40
Section 6.2	Conditions to Obligation of the Company to Effect the SME Merger		A-40
Section 6.3	Conditions to Obligation of Hyde Park to Effect the Hyde Park Merger		A-41
Section 6.4	Frustration of Closing Conditions		A-41
Article VII. TERMINATION			A-42
Section 7.1	Termination or Abandonment		A-42
Section 7.2	Effect of Termination		A-43

A-ii

		Page
Article VIII. MISCELLANEOUS			A-43
Section 8.1	Nonsurvival of Representations and Warranties		A-43
Section 8.2	Expenses		A-43
Section 8.3	Counterparts; Effectiveness		A-43
Section 8.4	Governing Law		A-43
Section 8.5	Jurisdiction; Specific Enforcement		A-43
Section 8.6	WAIVER OF JURY TRIAL		A-44
Section 8.7	Notices		A-45
Section 8.8	Assignment; Binding Effect		A-45
Section 8.9	Severability		A-45
Section 8.10	Entire Agreement		A-46
Section 8.11	Amendment and Modification		A-46
Section 8.12	Extension; Waiver		A-46
Section 8.13	Headings		A-46
Section 8.14	No Third-Party Beneficiaries		A-46
Section 8.15	Interpretation		A-46
Section 8.16	Definitions		A-47

Exhibits
Exhibit A	Form of Amended and Restated Certificate of Incorporation of Parent
Exhibit B	Form of Amended and Restated Bylaws of Parent
Annexes
Annex I	Directors, Managers and Officers of Parent and Hyde Park Surviving Corporation after the Effective Times
Annex II	Terms of Registration Rights Agreement

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AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 27, 2013, is by and among Hyde Park Acquisition Corp. II, a Delaware corporation (“Hyde Park”), Santa Maria Energy Corporation, a Delaware corporation (“Parent”), HPAC Merger Sub, Inc. , a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub 1”), SME Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub 2” and, together with Merger Sub 1, the “Merger Subs”), and Santa Maria Energy Holdings, LLC, a Delaware limited liability company (the “Company”). Hyde Park, Parent, the Merger Subs and the Company are referred to herein collectively as the “Parties” and individually as a “Party”. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed to them in Section 8.16 of this Agreement.

WITNESSETH:

WHEREAS, in anticipation of the Mergers (as defined below), Hyde Park and the Company have formed, directly or indirectly, (i) Parent, (ii) Merger Sub 1 and (iii) Merger Sub 2;

WHEREAS, the Parties intend to effect the Mergers upon the terms and conditions set forth in this Agreement whereby (i) Merger Sub 1 shall be merged with and into Hyde Park (the “Hyde Park Merger”), with Hyde Park surviving as a direct wholly owned subsidiary of Parent and (ii) simultaneous with the Hyde Park Merger, Merger Sub 2 shall be merged with and into the Company (the “SME Merger” and, together with Hyde Park Merger, the “Mergers”), with the Company surviving as a direct wholly owned subsidiary of Parent;

WHEREAS, immediately following the consummation of the Mergers, Parent shall contribute all the issued and outstanding limited liability company interests in SME Surviving LLC (as defined below) to the capital of Hyde Park Surviving Corporation (as defined below) and effective immediately prior thereto, Hyde Park Surviving Corporation shall be admitted to SME Surviving LLC as a member of SME Surviving LLC, and the SME Surviving LLC shall continue without dissolution following which SME Surviving LLC shall be a wholly owned Subsidiary of Hyde Park Surviving Corporation;

WHEREAS, the Board of Directors of Hyde Park (“Hyde Park Board”) has approved this Agreement and the Hyde Park Merger and deems it advisable and in the best interests of its stockholders to consummate the transactions contemplated hereby on the terms and conditions set forth herein and has resolved to recommend adoption of this Agreement by its stockholders;

WHEREAS, the Board of Managers of the Company (“Company Board”) has approved this Agreement and the SME Merger and deems it advisable and in the best interests of the members of the Company to consummate the transactions contemplated hereby on the terms and conditions set forth herein and has resolved to recommend adoption of this Agreement by its unitholders;

WHEREAS, Parent, as the sole member of Merger Sub 2, has approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the SME Merger and the Contribution, and adopted this Agreement;

WHEREAS, for U.S. federal income tax purposes, it is intended that the Mergers will qualify as a contribution governed by Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder and intend for this Agreement to constitute a “plan of reorganization” within the meaning of the Code;

WHEREAS, in connection with the execution and delivery of this Agreement, the Kayne Anderson Parties (as defined below) have executed and delivered a voting agreement with Hyde Park, dated as of the date hereof; and

WHEREAS, the Parties desire to make certain representations, warranties, covenants and agreements specified herein in connection with this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE I.

THE MERGERS

Section 1.1 Hyde Park Merger.

(a) At the Hyde Park Effective Time (as defined below), Merger Sub 1 shall be merged with and into Hyde Park upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”), whereupon the separate corporate existence of Merger Sub 1 shall cease and Hyde Park shall continue its existence under Delaware law as the surviving corporation (the “Hyde Park Surviving Corporation”). As a result of the Hyde Park Merger, the Hyde Park Surviving Corporation shall become a wholly owned Subsidiary of Parent.

(b) From and after the Hyde Park Effective Time, the Hyde Park Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities and duties of Hyde Park and Merger Sub 1, all as provided under the DGCL.

Section 1.2 SME Merger.

(a) At the SME Effective Time (as defined below), Merger Sub 2 shall be merged with and into the Company upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the Delaware Limited Liability Company Act (the “DLLCA”), whereupon the separate corporate existence of Merger Sub 2 shall cease and the Company shall continue its existence under Delaware law as the surviving limited liability company (the “SME Surviving LLC” and, together with the Hyde Park Surviving Corporation, the “Surviving Companies”). As a result of the SME Merger, upon the SME Effective Time, Parent shall be admitted as a member of SME Surviving LLC, and SME Surviving LLC shall continue without dissolution and shall be a wholly owned Subsidiary of Parent.

(b) From and after the SME Effective Time, the SME Surviving LLC shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities and duties of the Company and Merger Sub 2, all as provided under the DLLCA.

(c) For federal income tax purposes, it is intended that the SME Merger be treated as a contribution of the Company Membership Interests (as defined below) in the Company to Parent in a transaction governed by Section 351 of the Code.

Section 1.3 Contribution. Immediately following the Effective Times (as defined below), Parent shall contribute all the issued and outstanding limited liability company interests in SME Surviving LLC to the capital of Hyde Park Surviving Corporation (the “Contribution”) following which SME Surviving LLC shall be a wholly owned Subsidiary of Hyde Park Surviving Corporation and effective immediately prior thereto Hyde Park Surviving Corporation shall be admitted as a member of the SME Surviving LLC and the SME Surviving LLC shall continue without dissolution.

Section 1.4 Private Placement. Immediately prior to the Effective Times, Parent shall accept the subscriptions, if any, received in connection with the Private Equity Financing (as defined below) and issue the shares contemplated thereby.

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Section 1.5 Closing. The closing of the Mergers (the “Closing”) shall take place at the offices of Latham & Watkins LLP, 811 Main Street, Houston, Texas at 10:00 a.m., local time, on the earliest practicable date, but in any event not later than the third business day, after the satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), or at such other place, date and time as Hyde Park and the Company may agree in writing. The date on which the Closing actually occurs is referred to as the “Closing Date.”

Section 1.6 Effective Times.

(a) Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable on the Closing Date, the parties shall cause each of the following to be filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) substantially concurrently with the other: (i) a certificate of merger relating to the Hyde Park Merger (the “Hyde Park Certificate of Merger”) and (ii) a certificate of merger relating to the SME Merger (the “SME Certificate of Merger”), in each case, executed in accordance with, and containing such information as is required by, the relevant provisions of the DGCL and DLLCA.

(b) The Hyde Park Merger shall become effective at such time as the Hyde Park Certificate of Merger is duly filed with the Delaware Secretary of State or at such later date or time as is agreed between the Parties and specified in the Hyde Park Certificate of Merger (such time as the Hyde Park Merger becomes effective being the “Hyde Park Effective Time”).

(c) The SME Merger shall become effective at such time as the SME Certificate of Merger is duly filed with the Delaware Secretary of State or at such later date or time as is agreed between the Parties and specified in the SME Certificate of Merger (such time as the SME Merger becomes effective being the “SME Effective Time” and, together with the Hyde Park Effective Time, the “Effective Times”).

Section 1.7 Governing Documents.

(a) Immediately after the Effective Times, (i) the certificate of incorporation of Parent shall be amended and restated in its entirety in the form set forth in Exhibit A until thereafter changed or amended as provided therein or by applicable law and (ii) the bylaws of Parent shall be amended and restated in their entirety in the form set forth in Exhibit B until thereafter changed or amended as provided therein or by applicable law.

(b) Immediately after the Hyde Park Effective Time, the certificate of incorporation and by-laws of the Hyde Park Surviving Corporation shall be amended and restated to be identical to the certificate of incorporation and by-laws of Merger Sub 1.

(c) Immediately after the SME Effective Time, the certificate of formation and the limited liability company agreement of SME Surviving LLC shall be amended and restated to be identical to the certificate of formation and the limited liability company agreement of Merger Sub 2. No amendment to the limited liability company agreement of SME Surviving LLC will in any way affect any indemnification obligations under the limited liability company agreement of the Company in existence on the date of this Agreement.

Section 1.8 Directors and Officers. From and after the Effective Times, until successors are duly elected or appointed and qualified in accordance with applicable law, the directors and officers of Parent and Hyde Park Surviving Corporation shall be the directors and officers set forth on Annex I hereto. Prior to the execution of this Agreement, each member of the Hyde Park Board has executed a written resignation effective as of the Hyde Park Effective Time.

Section 1.9 Parent Incentive Plan. Prior to Closing, the parties hereto will use their respective reasonable best efforts to agree on the terms of, and the adoption by Parent of, the Santa Maria Energy Corporation 2014 Equity Incentive Award Plan.

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ARTICLE II.

EFFECT ON THE EQUITY OF THE CONSTITUENT ENTITIES; EXCHANGE PROCEDURES

Section 2.1 Effect on Capital Stock of Hyde Park, Merger Sub 1 and Parent. At the Hyde Park Effective Time, by virtue of the Hyde Park Merger and without any action on the part of Hyde Park, Parent, Merger Sub 1 or any holder of (i) any shares of Hyde Park common stock, $0.0001 par value per share (“Hyde Park Common Stock”) or (ii) any shares of Hyde Park preferred stock, $0.0001 par value per share (“Hyde Park Preferred Stock” and, together with Hyde Park Common Stock, “Hyde Park Stock”):

(a) Conversion of Certain Stock. All shares of Hyde Park Common Stock that are held by Hyde Park as treasury stock or that are owned by Hyde Park, Merger Sub 1 or any other wholly owned Subsidiary of Hyde Park immediately prior to the Hyde Park Effective Time shall cease to be outstanding and shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor.

(b) Conversion of Hyde Park Common Stock. Subject to the other provisions of Article II (including, without limitation, Sections 2.6 and 2.7), each share of Hyde Park Common Stock issued and outstanding immediately prior to the Hyde Park Effective Time (other than Dissenting Shares and Conversion Shares) shall be converted into one fully paid and nonassessable share of common stock of Parent (“Parent Common Stock”), par value $0.001 per share (such shares referred to collectively as the “Hyde Park Merger Consideration”). As of the Hyde Park Effective Time, all shares of Hyde Park Common Stock shall cease to be outstanding and shall cease to exist, and each holder of a certificate representing any such shares of Hyde Park Common Stock (a “Hyde Park Certificate”) or shares of Hyde Park Common Stock held in book entry form (the “Hyde Park Book-Entry Shares”) shall, subject to Section 2.6, cease to have any rights with respect thereto, except the right to receive, in accordance with this Section 2.1(b), the Hyde Park Merger Consideration upon surrender of such Hyde Park Certificate, without interest.

(c) Conversion of Merger Sub 1 Stock. Each share of Merger Sub 1 common stock issued and outstanding immediately prior to the Hyde Park Effective Time shall be converted into one share of common stock, par value $0.01 per share, of Hyde Park Surviving Corporation.

(d) Conversion of Parent Stock. Each share of Parent Common Stock that is held by Hyde Park immediately prior to the Effective Times shall cease to be outstanding and shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor.

Section 2.2 Hyde Park Exchange Procedures.

(a) Exchange Agent. Prior to the Effective Times, Parent shall deposit with a nationally recognized financial institution or trust company designated by Parent and the Company and reasonably acceptable to Hyde Park to act as exchange agent (the “Exchange Agent”) for the exchange of certificates representing the full number of shares of Parent Stock (as defined below) issuable pursuant to Section 2.1(b), 2.3(b) and 2.3(c) in exchange for outstanding shares of Hyde Park Common Stock and Company Membership Interests (such shares of Parent Stock provided to the Exchange Agent, the “Exchange Fund”). Parent shall cause the Exchange Agent to deliver the Parent Common Stock contemplated to be issued pursuant to Section 2.1(b), 2.3(b) and 2.3(c) out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. Parent, the Company and Hyde Park shall enter into an agreement relating to the Exchange Agent’s responsibilities under this Agreement.

(b) Hyde Park Certificates. Parent shall instruct the Exchange Agent to mail, as soon as reasonably practicable after the Hyde Park Effective Time, to each holder of record of a Hyde Park Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Hyde Park Certificates shall pass, only upon delivery of the Hyde Park Certificates to the Exchange Agent and shall be in customary form and have such other provisions as are reasonably satisfactory to both Hyde Park and the

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Company) and (ii) instructions for use in effecting the surrender of the Hyde Park Certificates in exchange for the Hyde Park Merger Consideration. Upon surrender of a Hyde Park Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Hyde Park Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to deliver in exchange thereof as promptly as practicable the number of whole shares of Parent Common Stock (which shall be in non-certificated book entry form unless a physical certificate is requested by such holder, such shares are the subject of a lock-up agreement or lock-up provisions in Parent’s certificate of incorporation or such shares constitute restricted securities or control securities under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”)) representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 2.1(b), and the Hyde Park Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Hyde Park Common Stock that is not registered in the transfer records of Hyde Park, shares may be issued to a person other than the person in whose name the Hyde Park Certificate so surrendered is registered, if such Hyde Park Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance to a person other than the registered holder of such Hyde Park Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable.

(c) Hyde Park Book-Entry Shares. Notwithstanding anything to the contrary contained in this Agreement, any holder of Hyde Park Book-Entry Shares shall not be required to deliver a Hyde Park Certificate or an executed letter of transmittal to the Exchange Agent to receive the Hyde Park Merger Consideration that such holder is entitled to receive pursuant to this Article II. In lieu thereof, each holder of record of one or more Hyde Park Book-Entry Shares whose shares of Hyde Park Common Stock were converted into the right to receive the Hyde Park Merger Consideration shall automatically upon the Hyde Park Effective Time (or, at any later time at which such Hyde Park Book-Entry Shares shall be so converted) be entitled to receive, and Parent shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Hyde Park Effective Time, in respect of each share of Hyde Park Common Stock the number of whole shares of Parent Common Stock (which shall be in non-certificated book entry form unless a physical certificate is requested by such holder of record, such shares are the subject of a lock-up agreement or lock-up provisions in Parent’s certificate of incorporation or such shares constitute restricted securities or control securities under the Securities Act) representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 2.1(b), and the Hyde Park Book-Entry Shares of such holder shall forthwith be canceled.

(d) No Further Ownership Rights in Hyde Park Common Stock. The Hyde Park Merger Consideration issued in accordance with the terms of this Article II upon the surrender of the Hyde Park Certificates (or, automatically, in the case of the Hyde Park Book-Entry Shares) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Hyde Park Common Stock. After the Hyde Park Effective Time there shall be no further registration of transfers on the stock transfer books of Hyde Park Surviving Corporation of shares of Hyde Park Common Stock that were outstanding immediately prior to the Hyde Park Effective Time. If, after the Hyde Park Effective Time, any Hyde Park Certificates formerly representing shares of Hyde Common Park Stock are presented to the Hyde Park Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article II. No dividends or other distributions, if any, with a record date after the Hyde Park Effective Time shall be paid to the holder of any unsurrendered Hyde Park Common Stock until such holder shall surrender such Hyde Park Common Stock in accordance with this Section 2.2. After the surrender of Hyde Park Common Stock in accordance with this Section 2.2, the holder thereof shall be entitled (in addition to the Hyde Park Merger Consideration issuable to such holder pursuant to this Article II) to any dividends or other distributions, without interest thereon, which, prior to such surrender, had become payable with respect to the Parent Common Stock to be issued in exchange for such Hyde Park Common Stock.

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(e) Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Hyde Park Common Stock for 180 days after the Hyde Park Effective Time shall be delivered to Parent, upon demand, and any holder of Hyde Park Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent (subject to abandoned property, escheat or other similar laws) for payment of its claim for the Hyde Park Merger Consideration and any dividends and distributions which such holder has the right to receive with respect to such Hyde Park Merger Consideration. Notwithstanding any other provision of this Agreement, any portion of the Hyde Park Merger Consideration that remains undistributed to the holders of Hyde Park Certificates as of the second anniversary of the Hyde Park Effective Time (or immediately prior to such earlier date on which the Hyde Park Merger Consideration or such cash would otherwise escheat to or become the property of any Governmental Entity), shall, to the extent permitted by applicable Law, become the property of the Hyde Park Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto.

(f) No Liability. None of Hyde Park, the Company, Parent, the Merger Subs or the Exchange Agent shall be liable to any person in respect of any shares of Parent Common Stock from the Exchange Fund properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

(g) Lost, Stolen or Destroyed Certificates. In the event any Hyde Park Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Hyde Park Certificate to be lost, stolen or destroyed and, if required by Parent or the Exchange Agent, the posting by such person of a bond in reasonable amount as indemnity against any claim that may be made against it with respect to such Hyde Park Certificate, the Exchange Agent (or, if subsequent to the termination of the Exchange Fund and subject to Section 2.2(d), Parent) will issue in exchange for such lost, stolen or destroyed Hyde Park Certificate the shares of Parent Common Stock that would be deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Hyde Park Certificate been surrendered as provided in this Article II.

(h) Withholding Rights. Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any holder of Hyde Park Common Stock pursuant to this Agreement such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code, or under any provision of state, local or foreign tax Law. To the extent that amounts are so withheld and paid over to the appropriate taxing authority, Parent will be treated as though it withheld an appropriate amount of the type of consideration otherwise payable pursuant to this Agreement to any holder of Hyde Park Common Stock, sold such consideration for an amount of cash equal to the fair market value of such consideration at the time of such deemed sale and paid such cash proceeds to the appropriate taxing authority.

Section 2.3 Effect on Company Membership Interests and Merger Sub 2. At the SME Effective Time, by virtue of the SME Merger and without any action on the part of the Company, Parent, Merger Sub 2 or any holders of (i) preferred limited liability company interests of the Company (“Company Preferred Membership Interests”) or (ii) common limited liability company interests of the Company (“Company Common Membership Interests” and, together with the Company Preferred Membership Interests, “Company Membership Interests”):

(a) Cancellation of Certain Company Membership Interests. All Company Membership Interests that are owned by the Company, Merger Sub 2 or any wholly owned Subsidiary of the Company immediately prior to the SME Effective Time shall automatically be canceled, and no Parent Common Stock or other consideration shall be delivered or deliverable in exchange therefor.

(b) Conversion of Company Preferred Membership Interests. Subject to the other provisions of Article II, each Company Preferred Membership Interest issued and outstanding immediately prior to the SME Effective Time shall be converted into one fully paid and nonassessable share of preferred stock of Parent (the “Parent Preferred Stock” and, together with Parent Common Stock, the “Parent Stock”), par value $0.001 per share (such shares referred to collectively as the “Company Preferred Merger Consideration”). In addition, immediately prior to the SME Effective Time (i) all accrued and unpaid distributions on outstanding Company Preferred

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Membership Interests shall be converted into a maximum of 5,599,212 Company Common Membership Interests, to be held by the Kayne Anderson Parties on a pro rata basis in accordance with the Kayne Anderson Parties’ respective ownership percentages of Company Preferred Membership Interests, and (ii) the fee owed by the Company to the Kayne Anderson Parties as consideration for the guaranty provided by the Kayne Anderson Parties pursuant to that certain Guaranty Agreement, dated as of November 9, 2012, between the Kayne Anderson Parties and Mutual of Omaha Bank, shall be converted into 500,000 Company Common Membership Interests, to be held by the Kayne Anderson Parties on a pro rata basis in accordance with the Kayne Anderson Parties’ respective ownership percentages of Company Preferred Membership Interests.

(c) Conversion of Company Common Membership Interests. Subject to the other provisions of this Article II, each Company Common Membership Interest issued and outstanding immediately prior to the SME Effective Time (for the avoidance of doubt, including all Company Common Membership Interests issued to the Kayne Anderson Parties pursuant to Section 2.3(b) hereto) shall be converted into a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to 0.2857 (the “Exchange Ratio”) (such shares the “Company Common Merger Consideration” and, together with the Company Preferred Merger Consideration, the “Company Merger Consideration”).

(d) Cancellation of Profits Interest Units. At the SME Effective Time, by virtue of the SME Merger and without any action on the part of the Company, Parent, Merger Sub 2 or any holder of any Profits Interest Unit (as defined below), each Profits Interest Unit that is outstanding immediately prior to the SME Effective Time shall automatically terminate and be canceled, and no Parent Common Stock or other consideration shall be delivered or deliverable in exchange therefor. Not later than immediately prior to the SME Effective Time, the Company shall terminate the Profits Interest Plan (as defined below).

(e) Conversion of Merger Sub 2 Membership Interests. At the SME Effective Time, each common limited liability company interest of Merger Sub 2 shall be converted into one common limited liability company interest of SME Surviving LLC.

(f) Cancellation of Parent Stock. All shares of Parent Common Stock that are held by the Company immediately prior to the Effective Times shall cease to be outstanding and shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor.

Section 2.4 SME Exchange Procedures.

(a) Delivery of Parent Stock. Parent shall cause the Exchange Agent to deliver as promptly as practicable after the SME Effective Time, in respect of each Company Membership Interest, the shares of Parent Preferred Stock or Parent Common Stock, as applicable (all of which shall be in uncertificated book-entry form unless a physical certificate is requested by such holder of record, such shares are the subject of a lock-up agreement or lock-up provisions in Parent’s certificate of incorporation or such shares constitute restricted securities or control securities under the Securities Act) representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 2.3(b) and 2.3(c), as applicable, and such holder shall cease to be a member of the SME Surviving LLC or to have any rights or interests with respect thereto.

(b) Withholding Rights. Parent shall be entitled to deduct and withhold from the consideration otherwise payable to any holder of a Company Membership Interest pursuant to this Agreement such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code, or under any provision of state, local or foreign tax Law. To the extent that amounts are so withheld and paid over to the appropriate taxing authority, Parent will be treated as though it withheld an appropriate amount of the type of consideration otherwise payable pursuant to this Agreement to any holder of Company Membership Interests, sold such consideration for an amount of cash equal to the fair market value of such consideration at the time of such deemed sale and paid such cash proceeds to the appropriate taxing authority.

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Section 2.5 No Fractional Shares. No certificates or scrip representing fractional shares of Parent Common Stock will be issued in the Mergers, but in lieu thereof, the number of shares of Parent Common Stock to be delivered to each holder of Company Common Membership Interests shall be rounded up to the nearest whole share.

Section 2.6 Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, and solely to the extent available to Hyde Park stockholders under Section 262 of the DGCL, Hyde Park Common Stock that is outstanding immediately prior to the Hyde Park Effective Time and that is held by stockholders who shall not have voted in favor of the Hyde Park Merger or consented thereto in writing and who shall have demanded properly in writing appraisal (“Dissent Rights”) for such shares (collectively, the “Dissenting Shares”) in accordance with Section 262 of the DGCL shall not be converted into or represent the right to receive shares of Parent Common Stock. To the extent Dissent Rights are available pursuant to Section 262 of the DGCL, such stockholders shall be entitled to receive payment of the appraised value of the Dissenting Shares held by them in accordance with the provisions of said Section 262 except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Dissenting Shares under such Section 262 shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Merger Effective Time, for the right to receive, without any interest thereon, the shares of Parent Common Stock in the manner provided in Section 2.1 above. For the avoidance of doubt, neither Hyde Park nor any other Party intends to confer upon any Hyde Park stockholder any right of appraisal or dissenters’ right that is in addition to the rights to which Hyde Park stockholders are expressly entitled under Section 262 of the DGCL by reason of the Hyde Park Merger.

Section 2.7 Conversion Shares. Notwithstanding anything in this Agreement to the contrary, Hyde Park Common Stock that is subject to a valid demand for conversion in accordance with the Hyde Park Organizational Documents (as defined below) and the Joint Proxy Statement/Prospectus (“Conversion Shares”) shall not be converted into or represent the right to receive shares of Parent Common Stock and such Conversion Shares will represent the right to receive payment of their pro rata portion of the Trust Account in accordance with the Hyde Park Organizational Documents from and after the Effective Times.

Section 2.8 Certain Adjustments. If, between the date of this Agreement and the Closing Date (and as permitted by Article V), the outstanding Company Membership Interests or Parent Common Stock shall have been changed into a different number of shares or units or a different class by reason of any dividend, distribution, subdivision, reorganization, reclassification, redemption, recapitalization, stock split, reverse stock split, combination or exchange of shares, or any similar event shall have occurred, then the Company Merger Consideration and the Exchange Ratio and any other similarly dependent items, as the case may be, shall be equitably adjusted, without duplication, to proportionally reflect such change.

Section 2.9 Phantom Equity Plan.

(a) At the SME Effective Time, each award of Phantom Equity Units that is outstanding immediately prior to the SME Effective Time shall vest in full and shall be terminated and canceled and converted into the right to receive an amount in cash equal to the product obtained by multiplying (i) the number of Phantom Equity Units subject to such award immediately prior to the SME Effective Time, and (ii) the Fair Market Value of a Membership Unit (each as defined in the Phantom Equity Plan) as of immediately prior to the SME Effective Time (the “Phantom Equity Consideration”). The Company shall pay the Phantom Equity Consideration, less any applicable withholding pursuant to Section 2.2(h), to each former holder of a canceled Phantom Equity Unit at or promptly following the SME Effective Time (but in no event more than ten (10) business days following the SME Effective Time). The payment of the Phantom Equity Consideration pursuant to this Section 2.9(a) shall be in full satisfaction of all rights and privileges pertaining to the canceled Phantom Equity Units, and on and after the SME Effective Time, each holder of a Phantom Equity Unit shall have no further rights with respect to any Phantom Equity Unit, other than the right to receive the Phantom Equity Consideration as provided in this Section 2.9(a).

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(b) Not later than immediately prior to the SME Effective Time, the Company shall terminate the Phantom Equity Plan.

Section 2.10 Further Assurances. If at any time before or after the Effective Times, Hyde Park or the Company reasonably believes or is advised that any further instruments, deeds, assignments or assurances are reasonably necessary or desirable to consummate the Mergers or to carry out the purposes and intent of this Agreement at or after the Effective Times, then Hyde Park, Parent, the Merger Subs, the Company and the Surviving Companies and their respective officers and directors shall execute and deliver all such proper instruments, deeds, assignments or assurances and do all other things reasonably necessary or desirable to consummate the Mergers and to carry out the purposes and intent of this Agreement. Each of Hyde Park and the Company shall timely take all necessary action, in its capacity as a stockholder of Parent, and shall cause its officers, employees and representatives, in their capacities as directors and officers of Parent, Merger Sub 1 and/or Merger Sub 2, to timely take all necessary action, required to give effect to the terms and provisions of this Agreement. Neither Hyde Park nor the Company shall, in its capacity as a stockholder of Parent, nor shall Hyde Park or the Company permit its officers, directors, managers or representatives to take, in their capacities as officers and/or directors of Parent, Merger Sub 1 or Merger Sub 2, any action that would, or would reasonably be expected to result in the failure of Parent, Merger Sub 1 or Merger Sub 2 to comply with their respective obligations hereunder or would otherwise prohibit, materially delay or impede the Closing or the satisfaction of any condition to either Hyde Park’s or the Company’s obligations to consummate the Closing.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as disclosed in the disclosure schedule delivered by the Company to Hyde Park immediately prior to the execution of this Agreement (the “Company Disclosure Letter”) (each section of which qualifies to the correspondingly numbered representation, warranty or covenant specified therein and such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent from the text of such disclosure), the Company represents and warrants to Hyde Park as follows:

Section 3.1 Organization and Standing. The Company is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware and has all requisite limited liability company power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted. The Company is in good standing and duly qualified to do business in each jurisdiction in which the property owned, leased, licensed or operated by it or the nature of the business conducted by it makes such qualification necessary.

Section 3.2 Subsidiaries. Section 3.2 of the Company Disclosure Letter lists all direct or indirect Subsidiaries of the Company and the issued and outstanding equity interests of each such Subsidiary. Each such Subsidiary is a limited liability company that is duly organized, validly existing and in good standing under the Laws of the state of its formation or organization. Each such Subsidiary has all requisite company power and authority to own its properties and assets and to carry on its business as it is now being conducted, except where failure to have such power and authority or to be in good standing would not have, individually or in the aggregate, a Company Material Adverse Effect. Each direct and indirect Subsidiary of the Company is in good standing and duly qualified to do business in each jurisdiction in which the property owned, leased, licensed or operated by it or the nature of the business conducted by it makes such qualification necessary. The Company owns, of record and beneficially, 100% of the issued and outstanding equity interests of each Subsidiary.

Section 3.3 Governing Documents. The Company has made available to Hyde Park true and complete copies of its certificate of formation and limited liability company agreement, as heretofor amended (collectively, the “Company Organizational Documents”), and the certificate of incorporation, bylaws, limited partnership

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agreement, limited liability company agreement or comparable constituent or organizational documents for each Subsidiary of the Company, in each case, as amended through the date hereof.

Section 3.4 Capitalization. Section 3.4 of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date hereof, of all of the outstanding equity interests of the Company. Each of the outstanding equity interests of the Company is duly authorized, validly issued, and directly owned of record by the holders set forth on Section 3.4 of the Company Disclosure Letter, free and clear of any Liens imposed by or on behalf of the Company, other than Company Permitted Liens. Other than as set forth in the Company Organizational Documents, there are no other equity interests, profit participation interests, phantom equity or similar interests or securities of the Company authorized, issued, reserved for issuance or outstanding and there are no contracts, commitments, options, warrants, calls, rights, puts, convertible securities, exchangeable securities, understandings or arrangements by which the Company or any Subsidiary of the Company is or may be bound to issue, redeem, purchase or sell additional equity interests or securities convertible into or exchangeable for any other equity interest of the Company or any Subsidiary of the Company or containing any profit participation, phantom equity or similar features with respect to the Company or any Subsidiary of the Company. Other than as set forth in the Company Organizational Documents, there are no dividends or other distributions with respect to the Company that have been declared but remain unpaid. Except as set forth in Section 3.4 of the Company Disclosure Letter, there are no voting agreements, voting trusts or other agreements, commitments or understandings with respect to the voting or transfer of equity interests or other securities of the Company or any of the Company’s Subsidiaries.

Section 3.5 Authorization and Validity of Agreement; No Violation.

(a) The Company has the requisite limited liability company power and authority to execute and deliver this Agreement and each other document to be entered into by the Company in connection with the transactions contemplated hereby (together with this Agreement, the “Company Transaction Documents”) and, subject to receipt of approval of this Agreement by the members of the Company holding at least 29% of the outstanding Company Common Membership Interests and a majority of the outstanding Company Preferred Membership Interests (the “Company Unitholder Approval”), to consummate the transactions contemplated hereby, including the Mergers. The execution and delivery of this Agreement and the other Company Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Company Board. No other corporate action on the part of the Company or vote of the Company’s unitholders is necessary to authorize the execution and delivery by the Company of this Agreement and, except for the Company Unitholder Approval, no other corporate action on the part of the Company or vote of the Company’s unitholders is necessary to authorize the execution and delivery by the Company of the other Company Transaction Documents and the consummation of the Mergers and the other transactions contemplated hereby and thereby. The Company Board has (i) resolved to recommend that the Company’s unitholders adopt this Agreement (the “Company Recommendation”), (ii) determined that this Agreement and the Mergers are advisable and fair to and in the best interests of the Company’s unitholders, (iii) approved this Agreement and the Mergers, and (iv) directed that the adoption of this Agreement be submitted to a vote at a meeting of the Company’s unitholders (the “Company Unitholders Meeting”). Each of the Company Transaction Documents has been duly and validly executed and delivered by the Company and, assuming each such Company Transaction Document constitutes the legal, valid and binding agreement of the counterparty thereto, each of the Company Transaction Documents constitutes the legal, valid and binding agreement of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be subject to (A) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (B) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”).

(b) Other than in connection with or in compliance with (i) the filing of the SME Certificate of Merger with the Delaware Secretary of State, (ii) the U.S. Securities Exchange Act of 1934, as amended, and the rules and

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regulations promulgated thereunder (the “Exchange Act”), (iii) the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), (iv) applicable state securities, takeover and “blue sky” laws and (vi) the approvals set forth in Section 3.5(b) of the Company Disclosure Letter (collectively, the “Company Approvals”), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any United States, state of the United States, local or foreign governmental or regulatory agency, commission, court, body, entity or authority, independent system operator, regional transmission organization, other market administrator, or national, regional or state reliability organization (each, a “Governmental Entity”) is necessary, under applicable Law, for the consummation by the Company of the transactions contemplated by, and the performance by the Company of its obligations under, this Agreement, except for such authorizations, consents, orders, licenses, permits, approvals or filings that would not materially impede or delay the consummation of the Mergers and the other transactions contemplated by this Agreement or have, individually or in the aggregate, a Company Material Adverse Effect.

(c) Except as set forth in Section 3.5(c) of the Company Disclosure Letter, the execution and delivery by the Company of the Company Transaction Documents do not, and (assuming the Company Approvals and the Company Unitholder Approval are obtained) the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not (with or without notice, lapse of time or both) (i) result in any loss, or suspension, limitation or impairment of any right of the Company or any of its Subsidiaries to own or use any assets required for the conduct of their business or result in any violation of, or default under, or give rise to a right of termination, cancellation, first offer, first refusal, modification or acceleration of any material obligation or to the loss of a benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract (including, without limitation, any Oil and Natural Gas Lease or Oil and Natural Gas Contract), instrument, permit, concession, franchise, right or license binding upon the Company or any of its Subsidiaries, to which the Company or any Subsidiary of the Company is a party or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind (each, a “Lien”) other than Company Permitted Liens, in each case, upon any of the properties or assets of the Company or any of its Subsidiaries, (ii) conflict with or result in any violation of any provision of the Company Organizational Documents or (iii) conflict with or violate any applicable Laws, except in the case of clauses (i) and (iii), for such losses, suspensions, limitations, impairments, conflicts, violations, defaults, terminations, cancellations, accelerations, or Liens as would not have, individually or in the aggregate, a Company Material Adverse Effect.

Section 3.6 Financial Statements. Set forth on Section 3.6 of the Company Disclosure Letter are the following financial statements (collectively the “Company Financial Statements”):

(a) audited consolidated balance sheets and statements of operation, statements of changes in members’ equity and statements of cash flows as of and for the fiscal years ended December 31, 2011 and 2012 for the Company; and

(b) unaudited consolidated balance sheets and statements of operation, statements of changes in members’ equity and statements of cash flow (the “Interim Financial Statements”) as of and for the nine months ended September 30, 2013 (the “Balance Sheet Date”) for the Company.

The Company Financial Statements (including the notes thereto) have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered thereby, present fairly, in all material respects (or consistent with GAAP), the consolidated financial condition of the Company as of such dates and the consolidated results of operations of the Company for such periods, and are consistent, in all material respects, with the books and records of the Company. Since the Balance Sheet Date, the Company has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP.

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Section 3.7 No Undisclosed Liabilities. Except as set forth in Section 3.7 of the Company Disclosure Letter, there are no material liabilities or obligations of the Company or any of its Subsidiaries, whether accrued, absolute, determined or contingent, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its consolidated Subsidiaries (including the notes thereto), except for (i) liabilities or obligations disclosed and provided for on the balance sheet of the Company at September 30, 2013 (or in the notes thereto), (ii) liabilities or obligations incurred in accordance with or in connection with this Agreement and (iii) liabilities or obligations incurred since September 30, 2013 in the ordinary course of business consistent with past practice which are not material to the Company and its Subsidiaries (taken as a whole).

Section 3.8 Compliance with Law; Company Permits. The Company is in compliance in all respects with any applicable federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement of any Governmental Entity (collectively, “Laws” and each, a “Law”), except where non-compliance would not have a Company Material Adverse Effect. Since January 1, 2012, neither the Company nor any of its Subsidiaries has received any written notice or, to the Company’s knowledge, other communication from a Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law, except for such violations or failures to comply which would not have, individually or in the aggregate, a Company Material Adverse Effect. The Company owns, holds or possesses all permits, licenses, franchises, orders, consents, approvals and authorizations from Governmental Authorities (“Company Permits”) that are necessary to entitle it to own or lease, operate and use its assets and to carry on and conduct its business, or timely application has been made for certain permits for certain near-term planned business operations and their issuance is pending, except where failure to own, hold or possess would not have, individually or in the aggregate, a Company Material Adverse Effect. The Company has not received notice that any of such applications for permits will, or is likely to be, denied. The Company is in compliance in all respects with such Company Permits, except where failure to own, hold or possess would not have, individually or in the aggregate, a Company Material Adverse Effect.

Section 3.9 Environmental Laws and Regulations. Except as set forth in Section 3.9 of the Company Disclosure Letter and except as would not have, individually or in the aggregate, a Company Material Adverse Effect:

(a) There are no investigations, actions, suits or proceedings (whether administrative or judicial) pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries or any person or entity whose liability the Company or any of its Subsidiaries has retained or assumed either contractually or by operation of law, alleging non-compliance with or other liability under any Environmental Law and, to the Company’s knowledge, there are no existing facts or circumstances that would reasonably be expected to give rise to any such action, suit or proceeding.

(b) The Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2012 have been, in compliance with all Environmental Laws (which compliance includes the possession by the Company and each of its Subsidiaries of all Company Permits required under applicable Environmental Laws to conduct their respective business and operations, and compliance with the terms and conditions thereof).

(c) There have been no Releases at any location of Hazardous Materials by the Company or any of its Subsidiaries, or to the Company’s knowledge, as a result of any operations or activities of the Company or any of its Subsidiaries, that could reasonably be expected to give rise to any fine, penalty, remediation, investigation, obligation or liability of any kind to the Company or its Subsidiaries.

(d) None of the Company and its Subsidiaries and, to the Company’s knowledge, any predecessor of any of them, is subject to any Order or any indemnity obligation (other than asset retirement obligations, plugging and abandonment obligations and other reserves of the Company set forth in the Company Reserve Reports (as defined below) or Company Financial Statements that have been provided to the Company prior to the date of

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this Agreement) or other contract with any other person that could reasonably be expected to result in obligations or liabilities under applicable Environmental Laws or concerning Hazardous Materials or Releases; and

(e) None of the Company and its Subsidiaries has received any unresolved claim, notice, complaint or request for information from a Governmental Entity or any other person relating to actual or alleged noncompliance with or liability under applicable Environmental Laws (including any such liability or obligation arising under, retained or assumed by contract or by operation of law) and there are no other circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claim, liability, remediation, investigation, cost or restriction on the ownership, use, development or transfer of any property pursuant to applicable Environmental Law.

Section 3.10 Employee Benefit Plans.

(a) Section 3.10(a) of the Company Disclosure Letter sets forth a correct and complete list of (i) any “employee welfare benefit plan,” as defined in Section 3(1) of the Employment Retirement Income Security Act of 1974, as amended (“ERISA”), including, but not limited to, any medical plan, life insurance plan, short-term or long-term disability plan, dental plan, and sick leave; (ii) any “employee pension benefit plan,” as defined in Section 3(2) of ERISA, including, but not limited to, any excess benefit, top hat or deferred compensation plan or any nonqualified deferred compensation or retirement plan or arrangement or any qualified defined contribution or defined benefit plan; or (iii) any other material plan, policy, program, arrangement or agreement which provides employee benefits or benefits to any current, or, to the extent the Company or any of its Subsidiaries has any remaining liability with respect thereto, any former, employee, dependent, beneficiary, director, independent contractor or like person, including, but not limited to, any severance agreement or plan, material fringe benefit plan or program, bonus or incentive plan, stock option, restricted stock, stock bonus or deferred bonus plan, change-of-control or employment agreement (or consulting agreement with a former employee), in each case, that is maintained by the Company or any of its Subsidiaries, or to which the Company or any of its Subsidiaries contributes or is obligated to contribute (each such plan that is not a PEO Benefit Plan (as defined below), a “Company Benefit Plan”), but excluding any plan maintained by a human resources and benefits outsourcing entity, professional employer organization or other similar vendor or provider in which the Company, its Subsidiaries or any of their respective current or former employees participate (each, a “PEO Benefit Plan”). Section 3.10(a) of the Company Disclosure Letter identifies each PEO Benefit Plan.

(b) With respect to the Company Benefit Plans, correct and complete copies of the following, each to the extent applicable, have been delivered or made available to Hyde Park by the Company: (i) each written Company Benefit Plan, as amended to the Closing, together with all required audited or unaudited financial statements, as applicable, and actuarial reports for the three (3) most recent plan years, if any; (ii) each funding vehicle with respect to each Company Benefit Plan; (iii) the most recent and any other material determination letter, ruling or notice issued by any Governmental Entity with respect to each Company Benefit Plan; (iv) the Form 5500 Annual Report (or evidence of any applicable exemption) for the three (3) most recent plan years to the extent such forms are required for any Company Benefit Plan; and (v) the most recent summary plan description and any summary of material modifications thereto which relates to any Company Benefit Plan. A description of any unwritten Company Benefit Plans is set forth in Section 3.10(b) of the Company Disclosure Letter. Neither the Company or any of its Subsidiaries has made any commitment to amend any existing Company Benefit Plan or to adopt or approve any new Company Benefit Plan. No Company Benefit Plan is maintained outside the jurisdiction of the United States, or provides benefits or compensation to any employees or other service providers of the Company or any of its Subsidiaries who reside or primarily provide services outside of the United States.

(c) Each Company Benefit Plan, and except as could not reasonably be expected to result in material liability to the Company or any of its Subsidiaries, each PEO Benefit Plan (i) has been established, operated and administered in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code, (ii) has been and is operated and funded in such a manner as to qualify, where

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appropriate, for both federal and state purposes, for income tax exclusions to its participants, tax-exempt income for its funding vehicle, and the allowance of deductions and credits with respect to contributions thereto, and (iii) that is intended to be qualified under Section 401(a) of the Code (each, a “Qualified Plan”) is the subject of a favorable determination letter or prototype opinion letter from the IRS, and such determination or opinion letter has not been revoked (nor, to the Company’s knowledge, has revocation been threatened), and there are no existing circumstances and no events have occurred, in either case, that would adversely affect the qualified status of any such Qualified Plan. All contributions required to be made by the Company or any of its Subsidiaries to any Company Benefit Plan or PEO Benefit Plan by applicable Law or by any plan document or other contractual undertaking, and all premiums due or payable by the Company or any of its Subsidiaries with respect to insurance policies funding any Company Benefit Plan or PEO Benefit Plan, have been timely made or paid in full or, to the extent not required to be made or paid on or before the date hereof, have been fully reflected on the books and records of Company, except as could not reasonably be expected to result in a material liability to the Company or any of its Subsidiaries or any Company Benefit Plan.

(d) Neither the Company nor any of its Subsidiaries nor any of their respective ERISA Affiliates has maintained, established, contributed to, been obligated to contribute to, or otherwise has or had any liability in respect of (i) a pension plan that is subject to Title IV or Section 302 of ERISA or Section 412 of the Code, (ii) a “multiemployer plan” (as defined in Section 3(37) or 4001 of ERISA), (iii) a “multiple employer plan” (within the meaning of Section 413(c) of the Code), other than any PEO Benefit Plan, or (iv) a “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA).

(e) There are no pending or, to the Company’s knowledge, threatened actions, suits, investigations, or claims (other than claims for benefits in the ordinary course, and which have not and are not expected to lead to arbitration or litigation), which have been asserted or instituted against the Company or any of its Subsidiaries with respect to any Company Benefit Plan or PEO Benefit Plan, any fiduciaries of a Company Benefit Plan with respect to their duties to the Company Benefit Plans or the assets of any of the trusts under any of the Company Benefit Plans, which could reasonably be expected to result in a material liability to the Company or any of its Subsidiaries or any Company Benefit Plan, and there are no facts which could reasonably give rise to any liability, action, suit, investigation, or claim against any Company Benefit Plan or PEO Benefit Plan, or any fiduciary or plan administrator or other person dealing with any such Company Benefit Plan or PEO Benefit Plan or the assets thereof that could reasonably be expected to result in a material liability to the Company or any of its Subsidiaries.

(f) None of the Company or any of its Subsidiaries, or any of their ERISA Affiliates has incurred any liability or excise Tax under the provisions under Chapter 43 of the Code which could reasonably be expected to result in a material liability to the Company or any of its Subsidiaries or any Company Benefit Plan. Except as could not reasonably be expected to result in material liability to the Company or any of its Subsidiaries, no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code, other than a transaction that is exempt under a statutory or administrative exemption) has occurred with respect to any Company Benefit Plan or PEO Benefit Plan.

(g) No Company Benefit Plan provides for any post-employment or post-retirement medical or life insurance benefits for retired, former or current employees of the Company or any of its Subsidiaries (or beneficiaries or dependents thereof), except as required by Section 4980B of the Code or any similar, applicable Law.

(h) Except as set forth in Section 3.10(h) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby could, either alone or in combination with another event, (i) entitle any employee, director, officer or independent contractor of the Company or any of its Subsidiaries to severance pay or any material increase in severance pay, (ii) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any such employee, director, officer or independent contractor, (iii) directly or indirectly cause the Company or any of its

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Subsidiaries to transfer or set aside any assets to fund any material benefits under any Company Benefit Plan or PEO Benefit Plan, (iv) otherwise give rise to any material liability to the Company under any Company Benefit Plan or PEO Benefit Plan, or (v) limit or restrict the right to merge, materially amend, terminate or transfer the assets of any Company Benefit Plan on or following the Closing Date.

(i) The consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event (contingent or otherwise), result in any payment (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) that could, individually or in combination with any other such payment, to constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code). Neither the Company nor any of its Subsidiaries is subject to any Contract, agreement or arrangement that requires the Company or such Subsidiary to provide a gross-up for taxes owed pursuant to Section 409A or 4999 of the Code.

(j) Except as would not reasonably be expected to result in material liability to the Company or any of its Subsidiaries, the Company and all of its Subsidiaries have, for purposes of each relevant Company Benefit Plan and PEO Benefit Plan, correctly classified those individuals performing services for such entities as common law employees, leased employees, independent contractors or agents thereof.

(k) Each Company Benefit Plan which is a “non-qualified deferred compensation plan” (as such term is defined in Section 409A(d)(1) of the Code) (i) has been administered in compliance, in all material respects, with the requirements of Section 409A of the Code and the final regulations issued and outstanding thereunder, and (ii) has been in a written form that complies with the requirements of Section 409A of the Code and final regulations issued and outstanding thereunder, such that, it could not reasonably be expected that, in the event of an audit by the Internal Revenue Service of the Company, any of its Subsidiaries or any individual participating in such Company Benefit Plan, the additional tax described in Section 409A(a)(1)(B) would be assessed against any such participant with respect to benefits due or accruing under such Employee Benefit Plan.

Section 3.11 Absence of Certain Changes or Events. Except as set forth on Section 3.11 of the Company Disclosure Letter and otherwise contemplated by this Agreement, since January 1, 2013, the business of the Company and its Subsidiaries has been conducted in all material respects in the ordinary course of business and there have not been any events, changes, effects, developments or occurrences that have had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since September 30, 2013, neither the Company nor any Subsidiary of the Company has taken any action that, if undertaken after the date of this Agreement, would constitute a violation of Section 5.1(b) of this Agreement.

Section 3.12 Investigations; Litigation. Except as set forth on Section 3.12 of the Company Disclosure Letter and except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (a) there is no investigation or review pending or, to the Company’s knowledge, threatened by any Governmental Entity with respect to the Company or any of its Subsidiaries, (b) there are no actions, suits, inquiries, investigations, proceedings, subpoenas, civil investigative demands or other requests for information relating to potential violations of law pending or, to the Company’s knowledge, threatened against or affecting the Company or any of its Subsidiaries, or any of their respective properties, (c) there are no orders, judgments or decrees of, or before, any Governmental Entity against the Company or any of its Subsidiaries and (d) neither the Company nor any of its Subsidiaries is a party to any action, suit, arbitration, mediation or similar proceeding against any Governmental Entity or other third party and neither the Company nor any of its Subsidiaries has any present intention to assert any material claim (or claim which could result in material counterclaims) in any action, suit, arbitration, mediation or similar proceeding.

Section 3.13 Information Supplied.

(a) The information supplied or to be supplied by the Company for inclusion in the registration statement on Form S-4 to be filed by Parent in connection with the issuance of Parent Common Stock in the Mergers (the

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“Form S-4”) shall not, at the time the Form S-4 is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Hyde Park in writing expressly for inclusion therein. The information supplied or to be supplied by the Company for inclusion in the proxy statement relating to the Company Unitholders Meeting and the Hyde Park Stockholder Meeting included in the Form S-4 (the “Joint Proxy Statement/Prospectus”) will not, at the time the Joint Proxy Statement/Prospectus is first mailed to the unitholders of the Company and the stockholders of Hyde Park and at the time of any meeting of the Company or the stockholders of Hyde Park, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Hyde Park in writing expressly for inclusion therein. The information supplied or to be supplied by the Company for inclusion in the Form S-4 and the Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder.

(b) The information supplied or to be supplied by the Company for inclusion in any offering materials, marketing materials, subscription agreement, questionnaire or other material document (in each case, including any amendment thereto) (collectively, the “Offering Materials”) shall not, at the time the Offering Materials are furnished to such investors or potential investors in the Private Equity Financing, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Hyde Park in writing expressly for inclusion therein. The Offering Materials shall comply in all material respects with the provisions of the Securities Act applicable to offers and sales of securities to Accredited Investors (as such term is defined in Rule 501 under the Securities Act) conducted in reliance upon Rule 506 under the Securities Act.

Section 3.14 Investment Company Act. The Company is not an “investment company” or a person directly or indirectly “controlled” by or acting on behalf of an “investment company” within the meaning of the U.S. Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.

Section 3.15 Tax Matters.

(a) Except as have not had and would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company and each of its Subsidiaries have prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns required to be filed by any of them and all such Tax Returns are complete and accurate, (ii) the Company and each of its Subsidiaries have timely paid all Taxes that are required to be paid by any of them or that the Company or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return), except with respect to matters contested in good faith through appropriate proceedings and for which adequate reserves have been established, in accordance with GAAP on the financial statements of the Company and its Subsidiaries, (iii) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of the Company or any of its Subsidiaries and there are no currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (iv) there are no Liens for Taxes on any of the assets of the Company or any of its Subsidiaries, (v) none of the Company or any of its Subsidiaries has been a “controlled corporation” or a “distributing corporation” in any distribution that was purported or intended to be governed by Section 355 of the Code (or any similar provision of state, local or foreign Law) occurring during the two-year period ending on the date hereof, (vi) neither the Company nor any of its Subsidiaries is a party to

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any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is the Company) or has any liability for Taxes of any person (other than the Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, or otherwise, in each case under this Section 3.15(a)(vi) other than with respect to customary Tax indemnification provisions in Contracts not primarily relating to Taxes, (vii) none of the Company or any of its Subsidiaries has been a party to any “reportable transaction” within the meaning of Treasury Regulation 1.6011-4(b)(1) and (viii) the unpaid Taxes of the Company and each of its Subsidiaries did not, as of the Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Interim Financial Statements.

(b) Neither the Company nor any of its Subsidiaries has taken or agreed to take any action, and is not aware of any fact or circumstance, that would prevent or impede, or could reasonably be expected to prevent or impede, the Mergers from qualifying as a contribution governed by Section 351 of the Code.

(c) Neither the Company nor any of its Subsidiaries is a party to any agreement relating to Tax with any Governmental Entity (including, but not limited to, any closing agreement within the meaning of Section 7121 of the Code or any analogous provision of applicable Law). No private letter or other ruling or determination from any Governmental Entity relating to any Tax or Tax Return of the Company or any of its Subsidiaries has ever been requested or received.

(d) Neither the Company nor any of its Subsidiaries has “tax-exempt bond-financed property” or “tax-exempt use property,” within the meaning of Code Section 168(h) or any similar provision of applicable law.

(e) Neither the Company nor any of its Subsidiaries has any asset that is required to be treated as being owned by any other person pursuant to any provision of applicable law (including, but not limited to, the “safe harbor” leasing provisions of Code Section 168(f)(8), as in effect prior to the repeal of those “safe harbor” leasing provisions).

(f) Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any period (or any portion thereof) ending after the Closing Date as a result of any installment sale or other transaction on or prior to the Closing Date, any accounting method change or agreement with any Governmental Entity filed or made on or prior to the Closing Date, or any prepaid amount received on or prior to the Closing.

(g) The Company has provided to Hyde Park all Tax Returns of the Company and each of its Subsidiaries filed since January 1, 2010 and all audit reports, closing agreements, letter rulings, or technical advice memoranda relating to any Tax or Tax Return of the Company or any of its Subsidiaries for any open Tax year.

(h) Except as set forth in Section 3.15(h) of the Company Disclosure Letter, the Company is and has always been treated as a partnership for federal and state Tax purposes.

(i) No jurisdiction where the Company or any of its Subsidiaries has not filed a Tax Return or has not paid Tax has made or threatened in writing to make a claim for the payment of any Tax or the filing of any Tax Return.

Section 3.16 Employment and Labor Matters. Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement, labor union contract, or trade union agreement (each a “Collective Bargaining Agreement”). As of the date hereof, there is no strike, lockout, slowdown, or work stoppage against the Company or any of its Subsidiaries pending or, to the Company’s knowledge, threatened, that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. The

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Company has complied in all material respects with all applicable Laws regarding employment and employment practices, terms and conditions of employment, wages and hours, classification of employees and all applicable Laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements, except where any such noncompliance could not reasonably be expected to result in material liability to the Company or any of its Subsidiaries.

Section 3.17 Intellectual Property. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, either the Company or a Subsidiary of the Company owns, or is licensed or otherwise possesses valid rights to use, free and clear of Liens other than Company Permitted Liens, all trademarks, trade names, service marks, service names, mark registrations, logos, assumed names, domain names, registered and unregistered copyrights, patents or applications and registrations, trade secrets and other intellectual property rights necessary to their respective businesses as currently conducted (collectively, the “Company Intellectual Property”). Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) there are no pending or, to the Company’s knowledge, threatened claims by any person alleging infringement, misappropriation or other violation by the Company or any of its Subsidiaries of any intellectual property rights of any person, (ii) to the Company’s knowledge, the conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate any intellectual property rights of any person, (iii) neither the Company nor any of its Subsidiaries has made any claim of a violation, infringement or misappropriation by others of the Company’s or any its Subsidiaries’ rights to or in connection with the Company Intellectual Property, and (iv) to the Company’s knowledge, no person is infringing, misappropriating or otherwise violating any Company Intellectual Property.

Section 3.18 Properties.

(a) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have good and defensible title to all of the Oil and Natural Gas Interests reflected in the Company Reserve Reports as attributable to interests owned by the Company and its Subsidiaries, except for such Oil and Natural Gas Interests sold, used, farmed out or otherwise disposed of since December 31, 2012 in the ordinary course of business. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Oil and Natural Gas Lease to which the Company or any of its Subsidiaries is a party is valid and in full force and effect, (ii) none of the Company or any of its Subsidiaries has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of such Oil and Natural Gas Lease, and (iii) none of the Company or any of its Subsidiaries has received written notice from the other party to any such Oil and Natural Gas Lease that the Company or any of its Subsidiaries, as the case may be, has breached, violated or defaulted under any Oil and Natural Gas Lease.

(b) Except as set forth on Section 3.18(b) of the Company Disclosure Letter and except as would not have, individually or in the aggregate, a Company Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Oil and Natural Gas Interests of the Company and its Subsidiaries are being received by them in a timely manner and are not being held in suspense or subject to a Lien for any reason.

(c) To the knowledge of the Company, all of the Wells and all water, CO₂ or injection wells located on the Oil and Natural Gas Leases or Units of the Company and its Subsidiaries or otherwise associated with an Oil and Natural Gas Interest of the Company or its Subsidiaries have been drilled, completed and operated within the limits permitted by the applicable Oil and Natural Gas Contracts and applicable Law, and all drilling and completion (and plugging and abandonment) of the Wells and such other wells and all related development, production and other operations have been conducted in compliance with all applicable Laws except, in each case, as would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole.

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(d) All Oil and Natural Gas Interests operated by the Company and its Subsidiaries have been operated in accordance with reasonable, prudent oil and natural gas field practices and in compliance with the applicable Oil and Natural Gas Leases and applicable Law, except where the failure to so operate would not have, individually or in the aggregate, a Company Material Adverse Effect.

(e) None of the Oil and Natural Gas Interests of the Company or its Subsidiaries is subject to any preferential purchase, consent or similar right that would become operative as a result of the transactions contemplated by this Agreement, except for any such preferential purchase, consent or similar rights that would not have, individually or in the aggregate, a Company Material Adverse Effect.

(f) None of the Oil and Natural Gas Interests of the Company or its Subsidiaries are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.

Section 3.19 Insurance. The Company and its Subsidiaries maintain insurance in such amounts and against such risks substantially as the Company believes to be customary for the industry in which it and its Subsidiaries operate. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, all insurance policies maintained by or on behalf of the Company or any of its Subsidiaries as of the date of this Agreement are in full force and effect, and all premiums due on such policies have been paid by the Company or its Subsidiaries. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries are in compliance with the terms and provisions of all insurance policies maintained by or on behalf of the Company or any of its Subsidiaries as of the date of this Agreement, and neither the Company nor any of its Subsidiaries is in breach or default under, or has taken any action that could permit termination or material modification of, any material insurance policies.

Section 3.20 Material Contracts.

(a) Section 3.20 of the Company Disclosure Letter sets forth a true and complete list of all the Company Material Contracts that are outstanding or in effect as of the date of this Agreement. As used herein, “Company Material Contracts” means all of the following:

(i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC);

(ii) any Contract that (A) imposes any restriction on the right or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of another person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner, other than those contained in customary oil and natural gas leases;

(iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $500,000, except any transaction among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries;

(iv) any Contract that provides for the acquisition or disposition of assets, rights or properties with a value in excess of $5 million after the date of this Agreement;

(v) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than (A) any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries and (B) any such Contract that is a joint operating agreement, unit agreement or participation agreement affecting the Oil and Natural Gas Interests;

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(vi) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their membership interests or other equity interests, as the case may be;

(vii) any Contract that obligates the Company or any of its Subsidiaries to make any loans, advances or capital contributions to, or investments in, any person other than (A) advances for expenses required under customary joint operating agreements and customary advances to operators of Oil and Natural Gas Interests not covered by a joint operating agreement or participation agreement or (B) any loan or capital contribution to, or investment in, (1) the Company or one of its Subsidiaries, (2) any person (other than an officer, director or employee of the Company or any of its Subsidiaries) that is less than $500,000 to such person or (3) any officer, director or employee of the Company or any of its Subsidiaries that is less than $500,000 to such person;

(viii) any Contract providing for the sale by the Company or any of its Subsidiaries of Hydrocarbons that (A) has a remaining term of greater than 60 days and does not allow the Company or such Subsidiary to terminate it without penalty on 60 days’ notice or less or (B) contains a “take-or-pay” clause or any similar material prepayment or forward sale arrangement or obligation (excluding “gas balancing” arrangements associated with customary joint operating agreements) to deliver Hydrocarbons at some future time without then or thereafter receiving full payment therefor;

(ix) any Contract that provides for a call or option on production, or acreage dedication to a gathering, transportation or other arrangement downstream of the wellhead, covering in excess of 300 barrels of oil equivalent per day of Hydrocarbons (calculated on a yearly average basis);

(x) any joint development agreement, exploration agreement, participation or program agreement or similar agreement that contractually requires the Company and its Subsidiaries to make expenditures that would reasonably be expected to be in excess of $1 million in the aggregate during the 12-month period following the date of this Agreement;

(xi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations (other than asset retirement obligations, plugging and abandonment obligations and other reserves of the Company set forth in the Company Reserve Reports), that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $500,000; and

(xii) any other Contract that requires or would reasonably be expected to require the Company and/or any Subsidiaries of the Company to pay, or entitles or would reasonably be expected to entitle the Company and/or any Subsidiaries of the Company to receive, payments or other consideration in excess of $500,000 in the aggregate.

As used herein, “Contract” shall mean any agreement, contract, obligation, promise, understanding or undertaking (whether written or oral) that is legally binding.

(b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect (i) neither the Company nor any Subsidiary of the Company is in breach of or default under the terms of any Company Material Contract and no event has occurred which, with or without notice, lapse of time or both, would constitute a breach of or default under the terms of any Company Material Contract, (ii) to the Company’s knowledge, no other party to any Company Material Contract is in breach of or default under the terms of any Company Material Contract and (iii) each Company Material Contract is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the Company’s knowledge, of each other party thereto, and is in full force and effect, subject to the Remedies Exceptions. All of the Company Material Contracts (including all modifications, amendments and waivers with respect thereto) have been made available to Hyde Park.

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(c) Except as set forth in Section 3.20 of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is aware of, or has received any written notice of, a decision or intention of any other party to a Company Material Contract to cancel, terminate or not renew any Company Material Contract, whether in accordance with the terms thereof or otherwise.

Section 3.21 Reserve Reports. The Company has delivered or otherwise made available to Parent true and correct copies of all written reports requested or commissioned by the Company or its Subsidiaries and delivered to the Company or its Subsidiaries in writing on or before the date of this Agreement estimating the Company’s and such Subsidiaries’ proved oil and natural gas reserves prepared by any unaffiliated person (each, a “Report Preparer”) concerning the Oil and Natural Gas Interests of the Company and such Subsidiaries as of June 30, 2013 (the “Company Reserve Reports”). Except for any matters that individually or in the aggregate have not had and would not reasonably be expected to have a Company Material Adverse Effect, the factual, non-interpretive data provided by the Company and its Subsidiaries to each Report Preparer in connection with the preparation of the Company Reserve Reports that was material to such Report Preparer’s estimates of the proved oil and natural gas reserves set forth in the Company Reserve Reports was, as of the time provided (or as modified or amended prior to the issuance of the Company Reserve Reports) accurate, and to the knowledge of the Company there were no material errors in the assumptions and estimates provided by the Company and its Subsidiaries to any Report Preparer in connection with their preparation of the Company Reserve Reports. Except for changes generally affecting the oil and natural gas exploration, development and production industry (including changes in commodity prices) and normal depletion by production, there has been no change in respect of the matters addressed in the Company Reserve Reports that has had or would have, individually or in the aggregate, a Company Material Adverse Effect.

Section 3.22 Finders or Brokers. Except for Lazard Freres & Co. LLC, neither the Company nor any of its Subsidiaries has employed any investment banker, broker or finder in connection with the transactions contemplated by this Agreement who would be entitled to any fee or any commission in connection with or upon consummation of the Mergers.

Section 3.23 No Additional Representations. The Company acknowledges that Hyde Park does not make any representation or warranty as to any matter whatsoever except as expressly set forth in ARTICLE IV or in any certificate delivered by Hyde Park to the Company in accordance with the terms hereof. Except for the representations and warranties expressly set forth in ARTICLE IV or in any certificate delivered to the Company by Hyde Park in accordance with the terms hereof, in entering into this Agreement, the Company has relied solely upon its independent investigation and analysis of Hyde Park, and the Company acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Hyde Park or any of its affiliates, stockholders, controlling persons or representatives that are not expressly set forth in ARTICLE IV or in any certificate delivered by Hyde Park to the Company, whether or not such representations, warranties or statements were made in writing or orally.

Section 3.24 Affiliate Transactions. Except as set forth in Section 3.24 of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has engaged in any Affiliate Transactions at any time during the three (3) years immediately preceding the date of this Agreement. From and after the Closing, except as expressly contemplated by this Agreement and the other Transaction Documents and except as set forth in Section 3.24 of the Company Disclosure Letter, neither the Company nor any of its affiliates shall have any obligation to engage in any Affiliate Transaction and neither the Company nor any of its Subsidiaries shall be bound by any Contract with respect to any Affiliate Transaction. For purposes of this Agreement, “Affiliate Transaction” means any Contract, arrangement, commitment or transaction between the Company and/or any Subsidiary of the Company, on the one hand, and (a) any present or former officer, director, employee, member or unitholder of the Company or any of their respective affiliates, (b) to the Company’s knowledge, any family member thereof or any trust for the benefit of any such person or entity, any family members thereof or any entity in which any officer, director, employee or member of the Company or any of its Subsidiaries or any family member thereof is an owner of more than 10% of the voting equity securities of such entity (other than a public company) or (c) any Kayne Anderson Party, any funds managed by the same investment manager as any of the Kayne Anderson Parties and any portfolio companies of any of the Kayne Anderson Parties, on the other.

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ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF HYDE PARK

Except as disclosed in the Hyde Park SEC Documents filed prior to the date hereof (excluding any disclosures set forth in any risk factor section, forward-looking statements or cautionary disclosure regarding forward-looking statements contained in the Hyde Park SEC Documents) or in the disclosure schedule delivered by Hyde Park to the Company immediately prior to the execution of this Agreement (the “Hyde Park Disclosure Letter”) (each section of which qualifies to the correspondingly numbered representation, warranty or covenant specified therein and such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent from the text of such disclosure), Hyde Park represents and warrants to the Company as follows:

Section 4.1 Organization and Standing. Hyde Park is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted. Hyde Park is in good standing and duly qualified to do business in each jurisdiction in which property owned, leased, licensed or operated by it or the nature of the business conducted by it makes such qualification necessary.

Section 4.2 Subsidiaries. Hyde Park does not have any Subsidiaries and does not own, directly or indirectly, any ownership, equity, profits or voting interest in any person or have any agreement or commitment to purchase any such interest, and Hyde Park has not agreed and is not obligated to make, nor is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy.

Section 4.3 Governing Documents. Hyde Park has made available to the Company through the SEC’s Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”) or otherwise true and complete copies of its certificate of incorporation and bylaws (collectively, the “Hyde Park Organizational Documents”), as amended through the date hereof. Hyde Park is not in violation of any of the provisions of the Hyde Park Organizational Documents. The transactions contemplated by this Agreement constitute a “Business Combination” within the meaning of the Hyde Park Organizational Documents and there is no obligation under the Hyde Park Organizational Documents that Hyde Park liquidate or dissolve prior to April 30, 2014 as a result of Hyde Park’s execution and delivery of this Agreement.

Section 4.4 Capitalization.

(a) The authorized capital stock of Hyde Park consist of (i) 50,000,000 shares of Hyde Park Common Stock and (ii) 1,000,000 shares of Hyde Park Preferred Stock. As of the date of this Agreement, there were 10,068,750 shares of Hyde Park Common Stock outstanding and no shares of Hyde Park Preferred Stock outstanding. Each of the outstanding shares of Hyde Park Stock has been duly authorized, validly issued, fully paid and non-assessable and issued in compliance in all material respects with all requirements of the Hyde Park Organizational Documents and all Laws applicable to Hyde Park and the Hyde Park Stock, and are free of preemptive rights.

(b) Except as set forth in this Section 4.4, there are no outstanding: (x) shares of capital stock or voting securities of Hyde Park, profit participation interests, phantom equity or similar interests; (y) securities of Hyde Park convertible into or exchangeable for shares of capital stock or voting securities of Hyde Park; or (z) options or other rights to acquire from Hyde Park or other obligations of Hyde Park to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Hyde Park or containing any profit participation, phantom equity or similar features with respect to Hyde Park. There are no outstanding obligations of Hyde Park to repurchase, redeem or otherwise acquire any of the securities referred to in clause (x), (y) or (z) above. Except as set forth in Section 4.4 of the Hyde Park Disclosure Letter, there are no voting agreements, voting trusts or other agreements, commitments or understandings with respect to the voting or transfer of equity interests or other securities of Hyde Park.

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(c) Hyde Park does not have any outstanding bonds, debentures, notes or other indebtedness the holders of which have the right to vote with the stockholders of Hyde Park on any matter.

(d) Hyde Park Common Stock is quoted on the Nasdaq Stock Market (“Nasdaq”). There is no action or proceeding pending or, to Hyde Park’s knowledge, threatened against Buyer by Nasdaq with respect to any intention by such entity to prohibit or terminate the quotation of such securities thereon.

Section 4.5 Authorization and Validity of Agreement; No Violation.

(a) Hyde Park has the requisite power and authority to execute and deliver this Agreement and each other document to be entered into by Hyde Park in connection with the transactions contemplated hereby (together with this Agreement, the “Hyde Park Transaction Documents”) and, subject to receipt of the authorization and approval of this Agreement by the holders of a majority of the outstanding shares of Hyde Park Common Stock and the holders of a majority of the Hyde Park Common Stock issued in Hyde Park’s initial public offering (the “Hyde Park Stockholder Approval”), to consummate the transactions contemplated hereby, including the Mergers. The Hyde Park Stockholder Approval is the only vote of any of Hyde Park Stock necessary in connection with the consummation of the Closing; provided that Hyde Park stockholders who hold shares of Hyde Park common stock acquired in Hyde Park’s initial public offering shall be entitled to vote either for or against the adoption by Hyde Park of this Agreement and the transactions contemplated hereby and demand that Hyde Park convert their shares into cash held in the Trust Account and Hyde Park may not consummate the Closing if, as a result of such conversions, Hyde Park’s net tangible assets are less than $5,000,001.

(b) The execution and delivery of this Agreement and the other Hyde Park Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Hyde Park Board. No other corporate action on the part of Hyde Park or vote of Hyde Park’s stockholders is necessary to authorize the execution and delivery by Hyde Park of this Agreement and, except for the Hyde Park Stockholder Approval, no other corporate action on the part of Hyde Park or vote of the Hyde Park stockholders is necessary to authorize the execution and delivery of the other Hyde Park Transaction Documents and the consummation of the Mergers and the other transactions contemplated hereby and thereby. The Hyde Park Board has unanimously (i) resolved to recommend that the Hyde Park stockholders adopt this Agreement (the “Hyde Park Recommendation”), (ii) determined that this Agreement and the Mergers are advisable and fair to and in the best interests of the Hyde Park stockholders, (iii) approved this Agreement and the Mergers, and (iv) directed that the adoption of this Agreement be submitted to a vote at a meeting of the Hyde Park stockholders. Each of the Hyde Park Transaction Documents has been duly and validly executed and delivered by Hyde Park and, assuming each such Hyde Park Transaction Document constitutes the legal, valid and binding agreement of the counterparty thereto, each of the Hyde Park Transaction Documents constitutes the legal, valid and binding agreement of Hyde Park and is enforceable against Hyde Park in accordance with its terms, except as such enforcement may be subject to the Remedies Exceptions.

(c) Other than in connection with or in compliance with (i) the filing of the Hyde Park Certificate of Merger with the Delaware Secretary of State, (ii) the Exchange Act, (iii) the Securities Act, (iv) applicable state securities, takeover and “blue sky” laws, (v) the rules and regulations of Nasdaq and (vi) the approvals set forth in Section 4.5(c) of the Hyde Park Disclosure Letter (collectively, the “Hyde Park Approvals”), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, any Governmental Entity is necessary, under applicable Law, for the consummation by Hyde Park of the Hyde Park Merger and the performance by Hyde Park of its obligations hereunder, except for such authorizations, consents, orders, licenses, permits, approvals or filings that, if not obtained or made, would not materially impede or delay the consummation of the Hyde Park Merger and the other transactions contemplated by this Agreement or have, individually or in the aggregate, a Hyde Park Material Adverse Effect.

(d) The execution and delivery by Hyde Park of the Hyde Park Transaction Documents do not, and (assuming the Hyde Park Approvals are obtained) the consummation of the transactions contemplated hereby and

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compliance with the provisions hereof will not (with or without notice, lapse of time or both) (i) result in any loss, or suspension, limitation or impairment of any right of Hyde Park to own or use any assets required for the conduct of its business or result in any violation of, or default under, or give rise to a right of termination, cancellation, first offer, first refusal, modification or acceleration of any material obligation or to the loss of a benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Hyde Park, to which Hyde Park is a party or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens, other than Hyde Park Permitted Liens, in each case, upon any of the properties or assets of Hyde Park, (ii) conflict with or result in any violation of any provision of the Hyde Park Organizational Documents or (iii) conflict with or violate any applicable Laws, except in the case of clauses (i) and (iii), for such losses, suspensions, limitations, impairments, conflicts, violations, defaults, terminations, cancellations, accelerations, or Liens as would not have, individually or in the aggregate, a Hyde Park Material Adverse Effect.

Section 4.6 Hyde Park SEC Documents; Financial Statements.

(a) Hyde Park and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the SEC since its formation (all such documents and reports filed or furnished by Hyde Park or any of its Subsidiaries, the “Hyde Park SEC Documents”). As of its filing date or, if amended, as of the date of the last such amendment, each Hyde Park SEC Document complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Sarbanes Oxley Act, in each case, to the extent applicable to Hyde Park, as the case may be, and the applicable rules and regulations promulgated thereunder.

(b) As of its filing date or, if amended, as of the date of the last such amendment, each Hyde Park SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Hyde Park SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date.

(c) Each Hyde Park SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

(d) The financial statements (including all related notes and schedules) of Hyde Park included in the Hyde Park SEC Documents (i) fairly present in all material respects the consolidated financial position of Hyde Park, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP (except, in the case of the unaudited statements, subject to normal year end audit adjustments and the absence of footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (iii) have been prepared from, and are in accordance with, the books and records of Hyde Park and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act.

(e) There are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Hyde Park relating to the Hyde Park SEC Documents. Hyde Park has heretofore made available to the Company, through the SEC’s EDGAR system or otherwise, true, correct and complete copies of all material written correspondence between Hyde Park and the SEC. None of the Hyde Park SEC Documents is, to the knowledge of Hyde Park, the subject of ongoing SEC review.

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(f) Neither Hyde Park nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in Parent’s financial statements or other Parent SEC Documents.

Section 4.7 Internal Controls and Procedures. Hyde Park has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Hyde Park’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Hyde Park in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Hyde Park’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of Hyde Park has disclosed to Hyde Park’s auditors and the audit committee of the Hyde Park Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Hyde Park’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Hyde Park’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to the Company prior to the date hereof.

Section 4.8 No Undisclosed Liabilities. There are no material liabilities or obligations of Hyde Park, whether accrued, absolute, determined or contingent, that would be required by GAAP to be reflected on a balance sheet of Hyde Park (including the notes thereto), except for (i) liabilities or obligations disclosed and provided for on the balance sheet of Hyde Park at September 30, 2013 (or in the notes thereto), (ii) liabilities or obligations incurred in accordance with or in connection with this Agreement, and (iii) liabilities or obligations incurred since September 30, 2013 in the ordinary course of business consistent with past practice, which are not material to Hyde Park.

Section 4.9 Compliance with Law; DGCL Section 203.

(a) Except for compliance with any requirement to hold an annual meeting of stockholders, Hyde Park and its Subsidiaries are in compliance with, and are not in default under or in violation of, any Laws, except where such non-compliance, default or violation would not have, individually or in the aggregate, a Hyde Park Material Adverse Effect. Since its formation, neither Hyde Park nor any of its Subsidiaries has received any written notice or, to Hyde Park’s knowledge, other communication from any Governmental Entity regarding any actual or possible material violation of, or material failure to comply with, any Law.

(b) The Hyde Park Board has taken such actions and votes as are necessary on its part to render the provisions of any “fair price,” “moratorium,” “control share acquisition” or any other anti-takeover statute (including Section 203 of the DGCL) or similar federal or state statute inapplicable to this Agreement and the Mergers.

Section 4.10 Environmental Laws and Regulations. There are no investigations, actions, suits or proceedings (whether administrative or judicial) pending, or threatened against Hyde Park or any person or entity whose liability Hyde Park has retained or assumed either contractually or by operation of law, alleging non-compliance with or other liability under any Environmental Law and, to Hyde Park’s knowledge, there are no existing facts or circumstances that would reasonably be expected to give rise to any such action, suit or proceeding,

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Section 4.11 Investigations; Litigation. (a) There is no investigation or review pending or, to Hyde Park’s knowledge, threatened by any Governmental Entity with respect to Hyde Park or any of its Subsidiaries, (b) there are no actions, suits, inquiries, investigations, proceedings, subpoenas, civil investigative demands or other requests for information relating to potential violations of law pending or, to Hyde Park’s knowledge, threatened against or affecting Hyde Park and (c) there are no orders, judgments or decrees of, or before, any Governmental Entity against Hyde Park.

Section 4.12 Information Supplied.

(a) The information supplied or to be supplied by Hyde Park for inclusion in the Form S-4 shall not, at the time the Form S-4 is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Hyde Park with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing expressly for inclusion therein. The information supplied or to be supplied by Hyde Park for inclusion in the Joint Proxy Statement/Prospectus will not, at the time the Joint Proxy Statement/Prospectus is first mailed to the stockholders of Hyde Park and the unitholders of the Company and at the time of any meeting of the members of the Company or the stockholders of Hyde Park, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Hyde Park with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing expressly for inclusion therein. The information supplied or to be supplied by Hyde Park for inclusion in the Form S-4 and the Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder.

(b) The information supplied or to be supplied by Hyde Park for inclusion in any Offering Materials shall not, at the time the Offering Materials are furnished to investors or potential investors in the Private Equity Financing, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Hyde Park with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing expressly for inclusion therein. The Offering Materials shall comply in all material respects with the provisions of the Securities Act applicable to offers and sales of securities to Accredited Investors (as such term is defined in Rule 501 under the Securities Act) conducted in reliance upon Rule 506 under the Securities Act.

Section 4.13 Investment Company Act. Hyde Park is not an “investment company” or a person directly or indirectly “controlled” by or acting on behalf of an “investment company” within the meaning of the U.S. Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.

Section 4.14 Properties.

(a) Except as listed on Section 4.14 of the Hyde Park Disclosure Letter, Hyde Park does not own any real property.

(b) Hyde Park and its Subsidiaries have good and defensible title to, or have valid rights to lease or otherwise use, all items of real or personal property that are material to the respective businesses of Hyde Park and its Subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title.

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Section 4.15 Tax Matters.

(a) Except as have not had and would not have, individually or in the aggregate, a Hyde Park Material Adverse Effect, (i) Hyde Park has prepared and timely filed (taking into account any valid extension of time within which to file) all Tax Returns required to be filed by it and all such Tax Returns are complete and accurate, (ii) Hyde Park has timely paid all Taxes that are required to be paid by it or that Hyde Park is obligated to withhold from amounts owing to any employee, creditor, stockholders or third party (in each case, whether or not shown on any Tax Return), except with respect to matters contested in good faith through appropriate proceedings and for which adequate reserves have been established, in accordance with GAAP on the financial statements of Hyde Park, (iii) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Hyde Park and there are no currently effective waivers of any statute of limitations with respect to Taxes or extensions of time with respect to a Tax assessment or deficiency, (vi) there are no Liens for Taxes on any of the assets of Hyde Park, other than Hyde Park Permitted Liens for Taxes, (vii) Hyde Park has not been a “controlled corporation” or a “distributing corporation” in any distribution that was purported or intended to be governed by Section 355 of the Code (or any similar provision of state, local or foreign Law) occurring during the two-year period ending on the date hereof, (viii) Hyde Park is a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation of any Tax or Tax asset (other than an agreement or arrangement solely among members of a group the common parent of which is the Hyde Park) or has any liability for Taxes of any person under Treasury Regulation Section 1.1502-6 (or any analogous or similar provision of state, local or foreign Tax Law), as transferee, successor, or otherwise, in each case under this Section 4.15(a)(viii) other than with respect to customary Tax indemnification provisions in contracts not primarily relating to Taxes, (ix) Hyde Park has been a party to any “reportable transaction” within the meaning of Treasury Regulation 1.6011-4(b)(1), and (x) the unpaid Taxes of Hyde Park did not, as of the balance sheet of Hyde Park at September 30, 2013, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the interim financial statements of Hyde Park as of and for the nine months ended September 30, 2013.

(b) Neither Hyde Park nor any of its affiliates have taken or agreed to take any action, and is not aware of any fact or circumstance, that would prevent or impede, or could reasonably be expected to prevent or impede, the Mergers from qualifying as a contribution governed by Section 351 of the Code.

(c) Hyde Park is not a party to any agreement relating to Tax with any Governmental Entity (including, but not limited to, any closing agreement within the meaning of Section 7121 of the Code or any analogous provision of applicable Law). No private letter or other ruling or determination from any Governmental Entity relating to any Tax or Tax Return of Hyde Park has ever been requested or received.

(d) Hyde Park does not have any “tax-exempt bond-financed property” or “tax-exempt use property,” within the meaning of Code Section 168(h) or any similar provision of applicable law.

(e) Hyde Park does not have any asset that is required to be treated as being owned by any other person pursuant to any provision of applicable law (including, but not limited to, the “safe harbor” leasing provisions of Code Section 168(f)(8), as in effect prior to the repeal of those “safe harbor” leasing provisions).

(f) Hyde Park will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any period (or any portion thereof) ending after the Closing Date as a result of any installment sale or other transaction on or prior to the Closing Date, any accounting method change or agreement with any Governmental Entity filed or made on or prior to the Closing Date, or any prepaid amount received on or prior to the Closing.

(g) Hyde Park has provided to the Company all Tax Returns of Hyde Park filed since its date of formation and all audit reports, closing agreements, letter rulings, or technical advice memoranda relating to any Tax or Tax Return of Hyde Park for any open Tax year.

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Section 4.16 Employment and Labor Matters. Neither Hyde Park nor any of its Subsidiaries is a party to any Collective Bargaining Agreement. As of the date hereof, there is no strike, lockout, slowdown, or work stoppage against Hyde Park or any of its Subsidiaries pending or, to Hyde Park’s knowledge, threatened, that may interfere in any material respect with the respective business activities of Hyde Park or any of its Subsidiaries. Hyde Park has complied in all material respects with all applicable Laws regarding employment and employment practices, terms and conditions of employment, wages and hours, classification of employees and all applicable Laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements, except where any such noncompliance could not reasonably be expected to result in material liability to Hyde Park or any of its Subsidiaries.

Section 4.17 Employee Benefit Plans.

(a) Other than the executive officers and consultants listed on Section 4.17(a) of the Hyde Park Disclosure Letter, neither Hyde Park nor any of its Subsidiaries has, or has ever had, any employees or any individuals performing services for such entities as independent contractors or agents (“independent contractors”).

(b) Neither Hyde Park nor any of its Subsidiaries maintains, sponsors, contributes to, participates in, or has any liability (actual or contingent) with respect to any plan, program, agreement or arrangement providing compensation or benefits to officers, employees or other service providers.

(c) None of Hyde Park, any of its Subsidiaries nor any of their respective ERISA Affiliates has ever maintained, established, contributed to or been obligated to contribute to (i) a pension plan that is subject to Title IV or Section 302 of ERISA or Section 412 of the Code, (ii) a “multiemployer plan” (as defined in Section 3(37) or 4001 of ERISA), (iii) a “multiple employer plan” (within the meaning of Section 413(c) of the Code), or (iv) a “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA).

(d) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby could, either alone or in combination with another event, (i) entitle any executive officer, director or independent contractor of Hyde Park or any of its Subsidiaries to severance pay or any change in control payment or other compensatory payment, (ii) accelerate the time of payment or vesting or increase the amount of compensation or benefits due any such executive officer, director or independent contractor, (iii) directly or indirectly cause Hyde Park or any of its Subsidiaries to transfer or set aside any assets to fund any benefits for any executive officer, director or independent contractor of Hyde Park or any of its Subsidiaries, or (iv) otherwise give rise to any material liability of Hyde Park or any of its Subsidiaries to any executive officer, director or independent contractor of Hyde Park or any of its Subsidiaries.

(e) Each ERISA Affiliate of Hyde Park or any of its Subsidiaries which maintains a “group health plan” within the meaning of Section 5000(b)(1) of the Code has complied in all material respects with the notice and continuation requirements of Section 4980B of the Code, COBRA, Part 6 of Subtitle B of Title I of ERISA.

Section 4.18 Insurance. Hyde Park maintains insurance in force at the time hereof in such amounts and against such risks substantially as Hyde Park believes to be customary for the industry in which it operates.

Section 4.19 Material Contracts.

(a) Except as set forth in the Hyde Park SEC Documents filed prior to the date of this Agreement, there are no contracts or obligations (including outstanding offers or proposals) of any kind, whether written or oral, to which Hyde Park is a party or by or to which any of the properties or assets of Hyde Park may be bound, subject or affected without penalty or cost, which either (i) creates or imposes a liability greater than $500,000 or (ii) may not be cancelled by Hyde Park on thirty (30) days’ or less prior notice (the “Hyde Park Contracts”). All Hyde Park Contracts are listed in Section 4.19 of the Hyde Park Disclosure Letter, other than this Agreement, those contemplated by this Agreement and those that are exhibits to the Hyde Park SEC Documents filed prior to the date of this Agreement.

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(b) Hyde Park is not (with or without the lapse of time or the giving of notice, or both) in breach or default of or under any material Hyde Park Contract and, to the knowledge of Hyde Park , no other party to any such currently-existing Hyde Park Contract is (with or without the lapse of time or the giving of notice, or both) in breach or default thereunder. To the knowledge of Hyde Park, as of the date of this Agreement, except as disclosed in Section 4.19 of the Hyde Park Disclosure Letter, Hyde Park has not received any written notice of the intention of any Person to terminate any Hyde Park Contract. Complete and correct copies of all Hyde Park Contracts have been made available to the Company.

Section 4.20 Finders or Brokers. Except for Barclays Capital Inc. and the underwriters in Hyde Park’s initial public offering who are entitled to deferred underwriting commissions as described in the Hyde Park SEC Documents, Hyde Park has not employed any investment banker, broker or finder in connection with the transactions contemplated by this Agreement who would be entitled to any fee or any commission from Hyde Park or its affiliates in connection with or upon consummation of the Mergers.

Section 4.21 No Additional Representations.

(a) Hyde Park acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in ARTICLE III or in any certificate delivered by the Company to Hyde Park in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing) that the Company makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered or made available to Hyde Park (or any of its affiliates, officers, directors, employees or Representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (ii) the future business and operations of the Company and its Subsidiaries, and neither Hyde Park nor the Subsidiaries has relied on such information or any other representations or warranties not set forth in ARTICLE III.

(b) Hyde Park has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledge that Hyde Park has been provided access for such purposes. Except for the representations and warranties expressly set forth in ARTICLE III or in any certificate delivered to Hyde Park by the Company in accordance with the terms hereof, in entering into this Agreement, Hyde Park has relied solely upon its independent investigation and analysis of the Company and the Company’s Subsidiaries, and Hyde Park acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by the Company, its Subsidiaries, or any of their respective affiliates, members, controlling persons or Representatives that are not expressly set forth in ARTICLE III or in any certificate delivered by the Company to Hyde Park, whether or not such representations, warranties or statements were made in writing or orally. Hyde Park acknowledges and agrees that, except for the representations and warranties expressly set forth in ARTICLE III or in any certificate delivered by the Company to Hyde Park, (i) the Company does not make, and has not made, any representations or warranties relating to itself or its business or otherwise in connection with the transactions contemplated hereby and Hyde Park is not relying on any representation or warranty except for those expressly set forth in this Agreement, (ii) no person has been authorized by the Company to make any representation or warranty relating to itself or its business or otherwise in connection with the transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by Hyde Park as having been authorized by the Company, and (iii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Hyde Park or any of their Representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information is the subject of any express representation or warranty set forth in Article III.

Section 4.22 Trust Account. As of the date hereof, and at all times from the date hereof until immediately prior to the Closing (or the earlier termination of this Agreement), Hyde Park has and will have no less than $78,700,000 (less payments to stockholders of Hyde Park who have validly exercised their right to receive

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payment of Conversion Shares pursuant to Section 2.6 herein) invested in a trust account at Morgan Stanley Smith Barney (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trustee”). Upon consummation of the Mergers and notice thereof to the Trustee, the Trust Account will terminate and the Trustee shall thereupon be obligated to release as promptly as practicable the funds held in the Trust Account to, or to the order of, Hyde Park.

ARTICLE V.

COVENANTS AND AGREEMENTS

Section 5.1 Conduct of Business by the Company.

(a) From and after the date hereof until the earlier of the Effective Times or the date, if any, on which this Agreement is terminated pursuant to Section 7.1 (the “Termination Date”), and except (i) as may be required by applicable Law, (ii) with the prior written consent of Hyde Park (which consent should not be unreasonably conditioned, delayed or withheld) or (iii) as may be expressly contemplated or required by this Agreement, the Company covenants and agrees that the business of the Company and its Subsidiaries shall be conducted in the ordinary course of business, and shall use commercially reasonable efforts to preserve intact their present lines of business, maintain their rights, franchises and Company Permits and preserve their relationships with customers and suppliers; provided, however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.

(b) The Company agrees with Hyde Park, on behalf of itself and its Subsidiaries, that from the date hereof and prior to the earlier of the Effective Times and the Termination Date, except (i) as may be required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company or any of its Subsidiaries, (ii) as may be consented to by Hyde Park (which consent should not be unreasonably conditioned, delayed or withheld), (iii) as may be expressly contemplated or required by this Agreement, or (iv) as set forth in Section 5.1(b) of the Company Disclosure Letter, the Company:

(i) shall not adopt any amendments to the Company Organizational Documents or the organizational documents of any Subsidiary;

(ii) shall not, and shall not permit any of its Subsidiaries to, issue, sell, or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise) any membership interests of any class or any other securities or equity equivalents or interests in the Company or any of its Subsidiaries or any phantom interest for which the value is derived therefrom;

(iii) shall not, and shall not permit any of its Subsidiaries that is not wholly owned by the Company to, authorize or make any distribution with respect to its members (whether in cash, assets, membership interests or other securities of the Company or its Subsidiaries);

(iv) shall not, and shall not permit any of its Subsidiaries to, adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, or take any action with respect to any securities owned by such person that would reasonably be expected to prevent, materially impede or materially delay the consummation of the SME Merger;

(v) shall not, and shall not permit any of its Subsidiaries to, make any acquisition of any other person, business or assets or make any loans, advances or capital contributions to, or investments in, any other person with a value in excess of $1 million in the aggregate, except (1) as contemplated by the Company’s five-year plan previously provided to Hyde Park (the “Company Five-Year Plan”) or (2) as made in connection with any transaction among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned

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Subsidiaries; provided, however, that the Company shall not, and shall not permit any of its Subsidiaries to, make any acquisition of any other person, business or assets or make loans, advances or capital contributions to, or investments in, any other person that would reasonably be expected to prevent, materially impede or materially delay the consummation of the SME Merger;

(vi) shall not, and shall not permit any of its Subsidiaries to, sell, lease, license, transfer, exchange or swap, or otherwise dispose of or encumber any properties or non-cash assets with a value in excess of $1 million in the aggregate, except (1) sales, transfers and dispositions of obsolete or worthless equipment, (2) sales, transfers and dispositions of inventory, commodities and produced Hydrocarbons, crude oil and refined products in the ordinary course of business, (3) sales, leases, transfers or other dispositions made in connection with any transaction among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries, (4) as required by Contracts or other arrangements existing on the date hereof and set forth on Section 3.20 of the Company Disclosure Letter, (5) the plugging and abandonment of Wells in the ordinary course of business consistent with past practice, and (6) the expiration of any Oil and Natural Gas Lease in accordance with its terms (other than as a result of failure to pay rental, shut-in royalties or similar lease maintenance payments);

(vii) shall not, and shall not permit any of its Subsidiaries to, authorize any capital expenditures in excess of $1 million in the aggregate, except for (1) expenditures contemplated by the Company Five-Year Plan (whether or not such capital expenditure is made during the 2013 or 2014 fiscal year), or (2) expenditures made in response to any emergency, whether caused by war, terrorism, weather events, public health events, outages or otherwise;

(viii) shall not, and shall not permit any of its Subsidiaries to, enter into any new contract to sell Hydrocarbons other than in the ordinary course of business consistent with past practice;

(ix) except in the ordinary course of business consistent with past practice, or as required by applicable Law or the terms of this Agreement or any Company Benefit Plan or other Contract in existence as of the date hereof, shall not, and shall not permit any of its Subsidiaries to, (1) establish, adopt, amend, modify, or terminate any Collective Bargaining Agreement or other Company Benefit Plan (other than amendments or modifications that do not materially increase the cost or expense to the Company of providing or administering such benefits), or (2) increase the compensation, severance or benefits of any of the current or former directors, managers, or officers of the Company or its Subsidiaries;

(x) shall not, and shall not permit any of its Subsidiaries to, materially change financial accounting policies or procedures or any of its methods of reporting income, deductions or other material items for financial accounting purposes, except as required by GAAP, SEC rule or policy or applicable Law;

(xi) shall not, and shall not permit any of its Subsidiaries to, issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of, any Company Membership Interests, ownership interests of any Subsidiary of the Company or any securities convertible into or exchangeable for any such shares or ownership interest, or any rights, warrants or options to acquire any such Company Membership Interests or ownership interests or take any action to cause to be exercisable any otherwise unexercisable award under any existing Company Benefit Plans (except as otherwise provided by the terms of this Agreement or the express terms of any unexercisable or unexercised awards or warrants outstanding on the date hereof), other than for transactions among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries;

(xii) shall not, and shall not permit any of its Subsidiaries to, incur, assume, guarantee or otherwise become liable for any indebtedness for borrowed money or any guarantee of such indebtedness, except (1) for any indebtedness incurred in the ordinary course of business, (2) for any indebtedness among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries, (3) for any indebtedness

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incurred to replace, renew, extend, refinance or refund any existing indebtedness on substantially the same or more favorable terms to the Company than such existing indebtedness, (4) for any guarantees by the Company of indebtedness of Subsidiaries of the Company or guarantees by the Company’s Subsidiaries of indebtedness of the Company or any Subsidiary of the Company, which indebtedness is incurred in compliance with this Section 5.1(b) and (5) incremental indebtedness not to exceed $10 million to the extent available to the Company under its existing credit facilities; provided, however, that in the case of each of clauses (1) through (5) such indebtedness does not impose or result in any additional restrictions or limitations that would be material to the Company and its Subsidiaries, or, following the Closing, Parent and its Subsidiaries, other than any obligation to make payments on such indebtedness and other than any restrictions or limitations to which the Company or any Subsidiary is currently subject under the terms of any indebtedness outstanding as of the date hereof;

(xiii) other than in the ordinary course of business, shall not, and shall not permit any of its Subsidiaries to, modify, amend or terminate, or waive any rights under any Company Material Contract or under any Company Permit, or enter into any new contract which would be a Company Material Contract or which would reasonably be expected to, after the Effective Times, restrict or limit in any material respect Parent, the Company, the Surviving Companies or any of their respective affiliates from engaging in any business or competing in any geographic location with any person;

(xiv) shall not, and shall not permit any of its Subsidiaries to, pay, discharge, or satisfy any claims, liabilities, or obligations (whether accrued, absolute, contingent, unliquidated, or otherwise, and whether asserted or unasserted) in excess of $1 million, other than the payment, discharge, or satisfaction in the ordinary course of business consistent with past practice;

(xv) shall not make, change or revoke any material Tax election, change any material tax accounting method, file any amended Tax return, enter into any closing agreement, request any Tax ruling, settle or compromise any material Tax proceeding, surrender any claim for a material refund of Taxes or take any action, other than in the ordinary course of business, that would have a material Tax effect;

(xvi) except as otherwise permitted by this Agreement, any refinancing permitted by clause (xii)(3) and (4) above or for transactions between the Company and its Subsidiaries or among the Company’s Subsidiaries, shall not, and shall not permit any of its Subsidiaries, to prepay, redeem, repurchase, defease, cancel or otherwise acquire any indebtedness or guarantees thereof of the Company or any Subsidiary, other than (1) at stated maturity and (2) any required amortization payments and mandatory prepayments (including mandatory prepayments arising from any change of control put rights to which holders of such indebtedness or guarantees thereof may be entitled), in each case in accordance with the terms of the instrument governing such indebtedness as in effect on the date hereof;

(xvii) shall not, and shall not permit any of its Subsidiaries to, enter into any Affiliate Transactions; and

(xviii) shall not, and shall not permit any of its Subsidiaries to, agree, in writing or otherwise, to take any of the foregoing actions that are prohibited pursuant to clauses (i) through (xix) of this Section 5.1(b).

Section 5.2 Conduct of Business by Hyde Park.

(a) From and after the date hereof until the earlier of the Effective Times or Termination Date, and except (i) as may be required by applicable Law, (ii) with the prior written consent of the Company, (iii) as may be expressly contemplated or required by this Agreement or (iv) as set forth in Section 5.2(a) of the Parent Disclosure Letter, Hyde Park covenants and agrees that the business of Hyde Park and its Subsidiaries shall be conducted in the ordinary course of business; provided, however, that no action by Hyde Park or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.

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(b) Hyde Park agrees with the Company, on behalf of itself and its Subsidiaries, that from the date hereof and prior to the earlier of the Effective Times and the Termination Date, except (i) as may be required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent or any of its Subsidiaries, (ii) as may be consented to by the Company, (iii) as may be expressly contemplated or required by this Agreement, or (iv) as set forth in Section 5.2(b) of the Hyde Park Disclosure Letter, Hyde Park:

(i) shall not adopt any amendments to the Hyde Park Organizational Documents, except for such amendments to its organizational documents that do not have a material adverse effect on the Mergers and the transactions contemplated hereby;

(ii) shall not issue, sell, or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise) any shares of stock of any class or any other securities or equity equivalents in Hyde Park or any phantom interest for which the value is derived therefrom;

(iii) shall not split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock;

(iv) shall not declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, cancel or agree to cancel shares of its capital stock or repurchase, agree to repurchase or otherwise acquire or agree to acquire, directly or indirectly, any of its securities, other than in connection with the conversion to cash of Conversion Shares;

(v) shall not enter into, terminate or materially modify any material contract;

(vi) shall not acquire by merger or consolidation with, or merge or consolidate with, or purchase substantially all of the equity interests or assets of, or otherwise acquire, any material business of any corporation, partnership, association or other business organization or division thereof;

(vii) shall not make or grant any bonus or any wage or salary increase to any employee or group of employees;

(viii) shall not make any loans or advances to, or guarantees for the benefit of, any Person;

(ix) shall not create, incur or assume any indebtedness for borrowed money in excess of $500,000;

(x) shall not in any material respect amend or otherwise modify the Trust Agreement or any other agreement relating to the Trust Account;

(xi) shall not adopt or implement a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of Hyde Park;

(xii) (A) establish, adopt or enter into any plan, program, agreement or arrangement providing compensation or benefits to officers, employees or other service providers of Hyde Park or any of its Subsidiaries, (B) hire any employee or officer, or (C) increase the compensation, severance or benefits of any of the current or former directors, managers, or officers of Hyde Park or any of its Subsidiaries;

(xiii) shall not issue or sell any debt securities or guarantee any debt securities of others;

(xiv) shall not fail to timely file or furnish to or with the SEC all reports, schedules, forms, statements and other documents required to be filed or furnished;

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(xv) shall not make, change or revoke any material Tax election, change any material tax accounting method, file any amended Tax return, enter into any closing agreement, request any Tax ruling, settle or compromise any material Tax proceeding, surrender any claim for a material refund of Taxes or take any action, other than in the ordinary course of business, that would have a material Tax effect, and

(xvi) shall not agree, in writing or otherwise, to take any of the foregoing actions that are prohibited pursuant to clauses (i) through (xiii) of this Section 5.2(b).

Section 5.3 Access to Information. Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company is subject, between the date of this Agreement and the earlier of the Effective Times or Termination Date, subject to Hyde Park’s undertaking to use its commercially reasonable efforts to keep confidential and protect the trade secrets of the Company and its Subsidiaries against any disclosure, the Company shall permit, upon reasonable request, Hyde Park and its Representatives reasonable access during normal business hours to its and its Subsidiaries’ personnel and properties, contracts, commitments, books and records and any report, schedule or other document filed or received by it pursuant to the requirements of applicable Laws and with such additional accounting, financing, operating, environmental and other data and information regarding such party as the other party may reasonably request. Notwithstanding the foregoing, neither party shall be required to afford such access if it would unreasonably disrupt the operations of such party or any of its Subsidiaries, would cause a violation of any agreement to which such party or any of its Subsidiaries is a party, would cause a risk of a loss of privilege to such party or any of its Subsidiaries or would constitute a violation of any applicable Law. Neither Hyde Park nor any of its officers, employees or representatives, shall be permitted to perform any onsite procedures (including an onsite study or any invasive testing or sampling) with respect to any property of the Company or any of the Company’s Subsidiaries without the Company’s prior written consent.

Section 5.4 No Solicitation.

(a) The Company and its Subsidiaries will not, and will cause their respective affiliates, employees, agents and representatives not to, directly or indirectly, solicit or enter into discussions or transactions with, or encourage, or provide any information to, any Person (other than Hyde Park) concerning any merger, consolidation, dissolution, business combination, involving the Company or any of its Subsidiaries, the sale of any assets of the Company or any of its Subsidiaries (other than assets sold in the ordinary course of business), or the issuance and sale of any securities of, or membership interests in, the Company or any of its Subsidiaries, including any securities convertible into, or exchangeable or exercisable for, any equity securities of the Company or any of its Subsidiaries.

(b) Hyde Park will not, and will cause its affiliates, employees, agents and representatives not to, directly or indirectly, solicit or enter into discussions or transactions with, or encourage, or provide any information to, any Person (other than the Company) concerning any Business Combination within the meaning of the Hyde Park Organizational Documents or similar transaction.

(c) The parties hereto recognize and agree that immediate irreparable damages for which there is not adequate remedy at Law would occur in the event that the provisions of this Section 5.4 are not performed in accordance with the specific terms hereof or are otherwise breached. It is accordingly agreed that in the event of a failure by a party to perform its obligations under this Agreement, the non-breaching party shall be entitled to specific performance through injunctive relief, without the necessity of posting a bond, to prevent breaches of the provisions and to enforce specifically the provisions of this Section 5.4 in addition to any other remedy to which such party may be entitled, at law or in equity.

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Section 5.5 Filings; Other Actions.

(a) As promptly as reasonably practicable following the date of this Agreement, Hyde Park and the Company shall cause Parent to prepare and file with the SEC the Form S-4, which will include the Joint Proxy Statement/Prospectus. Each of Hyde Park and the Company shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the Mergers and the other transactions contemplated hereby, which shall include their respective reasonable best efforts to cause to be delivered to each other consents from their respective independent auditors, in form reasonably satisfactory to the recipient and customary in scope and substance for consents delivered by independent public accountants in connection with registration statements on Form S-4 under the Securities Act. Each of Hyde Park and the Company will cause the Joint Proxy Statement/Prospectus to be mailed to their respective stockholders and unitholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Hyde Park and the Company shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of shares of Parent Common Stock in the Mergers, and Hyde Park and the Company shall furnish all information concerning themselves and their respective stockholders and unitholders as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement/Prospectus will be made by Parent without the prior consent of Hyde Park and the Company (which, in either case, shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon. Hyde Park or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Times any information relating to Hyde Park or the Company, or any of their respective affiliates, officers or directors, is discovered by Hyde Park or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus, so that any of such documents would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Hyde Park and the unitholders of the Company.

(b) As promptly as reasonably practicable following the clearance of the Joint Proxy Statement/Prospectus by the SEC, Hyde Park shall take all action necessary in accordance with applicable Laws and the Hyde Park Organizational Documents to duly give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Hyde Park Stockholder Approval (the “Hyde Park Stockholders Meeting”) and not postpone or adjourn the Hyde Park Stockholders Meeting except to the extent required by applicable Law or to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes to constitute the Hyde Park Stockholder Approval have not been obtained; provided, that, unless otherwise agreed by the parties, the Hyde Park Stockholders Meeting may not be postponed or adjourned to a date that is more than 20 days after the date for which the Hyde Park Stockholders Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law). Hyde Park will, through the Hyde Park Board, recommend that its stockholders adopt this Agreement and will use reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement and to take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or applicable Laws to obtain such approvals.

(c) The Company shall use its reasonable best efforts to provide Parent, by February 14, 2014, with (i) a copy of the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2013 and

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December 31, 2012 and the related audited consolidated statements of income, stockholders’ equity and cash flows for each of the years ended December 31, 2011, December 31, 2012 and December 31, 2013, together with a true and correct copy of the related notes and schedules thereto and the report of the Company’s auditor on such audited financial statements. Hyde Park shall use its reasonable best efforts to provide Parent, by February 14, 2014, with (i) a copy of the audited balance sheets of Hyde Park as of December 31, 2013 and December 31, 2012 and the related audited statements of income, stockholders’ equity and cash flows for the year ended December 31, 2012, the period from February 24, 2011 (inception) through December 31, 2011 and the period from February 24, 2011 (inception) through December 31, 2012., together with a true and correct copy of the related notes and schedules thereto and the report of Hyde Park’s auditor on such audited financial statements.

(d) As promptly as reasonably practicable following the clearance of the Joint Proxy Statement/Prospectus by the SEC, the Company shall take all action necessary in accordance with applicable Laws and the Company Organizational Documents to duly give notice of, convene and hold a meeting of its unitholders for the purpose of obtaining the Company Unitholder Approval (the “Company Unitholder Meeting”) and not postpone or adjourn the Company Unitholder Meeting except to the extent required by applicable Law or to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes to constitute the Company Unitholder Approval have not been obtained; provided, that, unless otherwise agreed by the parties, the Company Unitholder Meeting may not be postponed or adjourned to a date that is more than 20 days after the date for which the Company Unitholder Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law). The Company will, through the Company Board, recommend that its unitholders adopt this Agreement and will use reasonable best efforts to solicit from its unitholders proxies in favor of the adoption of this Agreement and to take all other action necessary or advisable to secure the vote or consent of the requisite unitholders required by applicable Laws to obtain such approvals.

(e) If required by applicable Law and the respective organizational documents of the Merger Subs, each Merger Sub will promptly after the execution of this Agreement and in any event no later than 11:59 p.m. (Eastern Time) on the date of this Agreement, submit this Agreement to such Merger Sub’s stockholder for the purpose of approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Hyde Park Merger, in the case of Merger Sub 1, and the Company Merger, in the case of Merger Sub 2, by written consent (each a “Merger Sub Approval”), and each Merger Sub shall use its commercially reasonable efforts to obtain its Merger Sub Approval as promptly as reasonably practicable after the execution of this Agreement and in any event no later than 11:59 p.m. (Eastern) on the date of this Agreement.

(f) Each Merger Sub agrees that: (i) its board of directors or managers, as applicable, shall unanimously recommend that its sole stockholder vote to adopt and approve (or consent in writing to the adoption and approval of) this Agreement and the Hyde Park Merger, in the case of Merger Sub 1, and the Company Merger, in the case of Merger Sub 2, and shall use commercially reasonable efforts to solicit such approval within the time set forth in Section 5.5(d).

(g) Parent shall take any action required to be taken, make all filings required to be made and pay all fees due under any applicable Federal, state or provincial securities laws in connection with the offer and sale of securities in the Private Equity Financing. No Offering Materials relating to the Private Equity Financing shall be furnished to investors or prospective investors without the prior consent of the Company and Hyde Park (which shall not be unreasonably withheld, conditioned or delayed) and without providing the Company and Hyde Park a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Times any information relating to Hyde Park or the Company, or any of their respective affiliates, officers or directors, is discovered by Hyde Park or the Company which should be set forth in an amendment or supplement to any of the Offering Materials or any amendment or supplement thereto, so that any of such documents would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such

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information shall be promptly furnished to investors and prospective investors in the Private Equity Financing to the extent required by Law. The Private Equity Financing shall be conducted in accordance with Rule 506(b) under the Securities Act and offering procedures established by mutual agreement of the Company and Hyde Park. Any securities offered pursuant to the Private Equity Financing shall be offered only to Accredited Investors (i) with which the Company or its placement agent, if any, has a substantive pre-existing relationship, (ii) that became interested in the Private Equity Financing other than through the Form S-4, (iii) that were not contacted through marketing or solicitation efforts related to a Hyde Park special meeting or a Company special meeting and (iv) that did not contact Parent, Hyde Park or the Company as a result of the Form S-4.

Section 5.6 Regulatory Approvals; Efforts.

(a) Prior to the Closing, Hyde Park, Parent, the Merger Subs and the Company shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective the Mergers including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Mergers, (ii) the satisfaction of the conditions to consummating the Mergers, (iii) taking all reasonable actions necessary to obtain (and cooperating with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity required to be obtained or made by Hyde Park, Parent, the Merger Subs, the Company or any of their respective Subsidiaries in connection with the Mergers or the taking of any action contemplated by this Agreement, and (iv) the execution and delivery of any additional instruments necessary to consummate the Mergers and to fully carry out the purposes of this Agreement. Additionally, each of Hyde Park, Parent, the Merger Sub and the Company shall use reasonable best efforts to fulfill all conditions precedent to the Mergers and shall not take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any such Governmental Entity necessary to be obtained prior to Closing. To the extent that transfers of any permits issued by any Governmental Entity are required as a result of the execution of this Agreement or the consummation of the Mergers, the parties hereto shall use reasonable best efforts to effect such transfers.

(b) Hyde Park and the Company shall each keep the other apprised of the status of matters relating to the completion of the Mergers and work cooperatively in connection with obtaining all required consents, authorizations, Orders or approvals of, or any exemptions by, any Governmental Entity undertaken pursuant to the provisions of this Section 5.6. In that regard, prior to the Closing, each party shall promptly consult with the other parties to this Agreement with respect to, provide any necessary information with respect to (and, in the case of correspondence, provide the other parties (or their counsel) copies of), all filings made by such party with any Governmental Entity or any other information supplied by such party to, or correspondence with, a Governmental Entity in connection with this Agreement and the Mergers. Each party to this Agreement shall promptly inform the other parties to this Agreement, and if in writing, furnish the other party with copies of (or, in the case of oral communications, advise the other party orally of) any communication from any Governmental Entity regarding the Mergers, and permit the other party to review and discuss in advance, and consider in good faith the views of the other party in connection with, any proposed communication with any such Governmental Entity. If any party to this Agreement or any Representative of such parties receives a request for additional information or documentary material from any Governmental Entity with respect to the Mergers, then such party will use reasonable best efforts to make, or cause to be made, promptly and after consultation with the other parties to this Agreement, an appropriate response in substantial compliance with such request. No party shall participate in any meeting or teleconference with any Governmental Entity where material issues would likely be discussed in connection with this Agreement and the Mergers unless it consults with the other parties in advance and, to the extent permitted by such Governmental Entity, gives the other parties the opportunity to attend and participate thereat. Each party shall furnish the other parties with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with respect to this Agreement and the Mergers, and furnish the other party with such necessary information and reasonable assistance as the other party may reasonably request in connection with its

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preparation of necessary filings or submissions of information to any such Governmental Entity; provided, however, that materials provided pursuant to this Section 5.6 may be redacted (i) to remove confidential information, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable privilege concerns.

Section 5.7 Takeover Statutes. If any “moratorium,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws and regulations may become, or may purport to be, applicable to the Mergers or any other transactions contemplated hereby, each of the Company and Hyde Park shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.

Section 5.8 Public Announcements. Hyde Park and the Company shall use reasonable best efforts to develop a joint communications plan and each party shall use reasonable best efforts to ensure that all press releases and other public statements with respect to the transactions contemplated hereby, to the extent they have not been previously issued or disclosed, shall be consistent with such joint communications plan. Unless otherwise required by applicable Law or by obligations pursuant to any listing agreement with or rules of any securities exchange, each party shall consult with each other before issuing any press release or public statement with respect to the Mergers and, subject to the requirements of applicable Law or the rules of any securities exchange, shall not issue any such press release or public statement prior to such consultation. Hyde Park and the Company agree to issue a mutually acceptable initial joint press release announcing this Agreement.

Section 5.9 Indemnification of Directors and Officers. The certificate of incorporation and by-laws (or operating agreement or other equivalent governing instruments) of Parent and each of its Subsidiaries shall contain provisions no less favorable with respect to indemnification than are set forth in the certificate of incorporation and by-laws, operating agreement, or equivalent instruments, as applicable, of such Persons as of the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years after the Closing Date in any manner that would adversely affect the rights thereunder of individuals who at or prior to the Closing Date were directors, officers, managers, managing members, members, agents or employees of Hyde Park, the Company or any of its Subsidiaries or who were otherwise entitled to indemnification pursuant to the certificate of incorporation and bylaws (or equivalent governing instruments) of such Persons. Parent shall cause (including, without limitation, by paying premiums on the current insurance policies) to be maintained in effect for six (6) years after the Closing Date the current policies of the directors’ and officers’ liability or equivalent insurance maintained by or on behalf of Hyde Park, the Company and its Subsidiaries with respect to matters occurring prior to the Closing; provided, that Parent may substitute therefor policies of at least the same coverage containing terms and conditions that are not less advantageous than the existing policies (including with respect to the period covered). Parent will indemnify each individual who served as a director, officer, manager or managing member of the Company and its Subsidiaries at any time prior to the Closing Date from and against all actions, suits, proceedings, hearings, investigations, claims, etc. including all court costs and reasonable attorney fees and expenses resulting from or arising out of, or caused by, this Agreement or any of the transactions contemplated hereby.

Section 5.10 Transaction Litigation. Hyde Park shall give the Company the opportunity to participate in Hyde Park’s defense or settlement of any stockholder litigation against Hyde Park and/or its directors or executive officers relating to the transactions contemplated by this Agreement, including the Mergers. Hyde Park agrees that it shall not settle or offer to settle any litigation commenced prior to or after the date of this Agreement against Hyde Park or its directors, executive officers or similar persons by any stockholder of Hyde Park relating to this Agreement, the Mergers, or any other transaction contemplated hereby unless such settlement will not result in: (i) the termination of this Agreement, (ii) the parties hereto not being able to operate in substantially the same manner after the Effectives Times as it is anticipated that they will operate under the terms of this Agreement, (iii) a Hyde Park Material Adverse Effect, or (iv) a payment of any amount in excess of $1 million, exclusive of any insurance proceeds.

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Section 5.11 Contribution. Notwithstanding anything herein to the contrary, none of Hyde Park, the Company, Parent or the Merger Subs shall take, or omit to take, any action that would, or could reasonably be expected to, prevent or impede the Mergers from qualifying as a contribution governed by Section 351 of the Code. Prior to the Effective Times, Hyde Park and the Company shall use their commercially reasonable efforts, and shall cause their respective Subsidiaries to use their commercially reasonable efforts, to take or cause to be taken any action necessary for the Mergers to qualify as a contribution governed by Section 351 of the Code. This Agreement is intended to constitute, and the parties hereto hereby adopt this Agreement as, a “plan of reorganization” within the meaning of Treasury Regulation Section 1.368-2(g) and 1.368-3(a). Each of Hyde Park and the Company shall report the Mergers as a contribution governed by Section 351 of the Code in which no gain or loss is recognized by Hyde Park, its stockholders, the holders of Company Membership Interests, the Company, Parent or Merger Sub, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code. Immediately after the Contribution, SME Surviving LLC shall be a disregarded entity with respect to Parent and Hyde Park Surviving Corporation for U.S. federal income Tax purposes.

Section 5.12 Nasdaq Listing. Parent shall use its reasonable best efforts to cause the shares of Parent Common Stock to be issued in the Mergers and such other shares of Parent Common Stock to be reserved for issuance in connection with the Mergers to be approved for listing on Nasdaq, subject to official notice of issuance, prior to the Closing Date.

Section 5.13 Board of Directors. The Parties shall take all necessary corporate action to appoint the directors, managers and officers of Parent, Hyde Park Surviving Corporation and SME Surviving LLC as set forth on Annex I hereto. Prior to the execution of this Agreement, each member of the Hyde Park Board shall have executed a written resignation effective as of the Hyde Park Effective Time.

Section 5.14 No Claim Against the Trust Account. The Company acknowledges that it has read Hyde Park’s final prospectus, dated August 1, 2012, and understands that Hyde Park has established the Trust Account described therein for the benefit of Hyde Park’s public stockholders. The Company further acknowledges that, if the transactions contemplated by this Agreement, or, in the event of termination of this Agreement, another business combination, are not consummated by May 1, 2014, Hyde Park will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, the Company on behalf of itself and its Affiliates hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Hyde Park to collect from the Trust Account any monies that may be owed to them by Hyde Park or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever.

Section 5.15 Proxy Solicitation. From and after the date of this Agreement, the Company shall provide, and shall use commercially reasonable efforts to cause the Company Representatives, legal and accounting advisors to provide, commercially reasonable cooperation requested by Hyde Park in connection with the solicitation of proxies from Hyde Park stockholders, including (i) participation in a reasonable number of meetings, presentations, road shows, due diligence sessions and other meetings with Hyde Park investors and potential Hyde Park investors, (ii) preparing and providing access to due diligence materials reasonably required in connection with such proxy solicitation and (iii) assisting with the preparation of presentations and other materials in connection with such proxy solicitation.

Section 5.16 Registration Rights. Prior to the date on which the Joint Proxy Statement/Prospectus is first mailed to the unitholders of the Company and the stockholders of Hyde Park, Parent, the Kayne Anderson Parties and the Investors (as such term is used and defined in Annex II) shall enter into a definitive form of registration rights agreement generally consistent with the terms attached hereto as Annex II.

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ARTICLE VI.

CONDITIONS TO THE MERGERS

Section 6.1 Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligations of each party to effect the Mergers shall be subject to the fulfillment (or waiver by all parties, to the extent permissible under applicable Law) at or prior to the Effective Time of the following conditions:

(a) Hyde Park Stockholder Approval. The Hyde Park Stockholder Approval shall have been obtained.

(b) Company Unitholder Approval. The Company Unitholder Approval shall have been obtained.

(c) Statutes and Injunctions. No injunction by any court or other tribunal of competent jurisdiction shall have been entered and shall continue to be in effect and no Law shall have been adopted or be effective, in each case that prohibits the consummation of the Merger or any related transaction.

(d) Form S-4. The Form S-4 shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and no proceedings for that purpose shall have been initiated or threatened by the SEC.

Section 6.2 Conditions to Obligation of the Company to Effect the SME Merger. The obligation of the Company to effect the SME Merger is further subject to the fulfillment (or waiver by the Company) at or prior to the Effective Times of the following conditions:

(a) Representations and Warranties. The representations and warranties of Hyde Park set forth in this Agreement shall be true and correct both at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, except where such failures to be so true and correct (without regard to “materiality,” Hyde Park Material Adverse Effect and similar qualifiers contained in such representations and warranties) would not, individually or in the aggregate, have a Hyde Park Material Adverse Effect; provided, that representations and warranties that are made as of a particular date or period need be true and correct only as of such date or period.

(b) Obligations and Covenants. Hyde Park shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Times.

(c) Officer Certificate and Trustee Notice. Hyde Park shall have delivered to the Company (i) a certificate, dated the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied and (ii) a true and correct copy of the notice delivered to the Trustee required to terminate the Trust Account with instructions to pay out the funds in the Trust Account (less any amounts payable to holders of Conversion Shares) to, or to the order of, Hyde Park.

(d) Material Adverse Effect. No Hyde Park Material Adverse Effect shall have occurred since the date of this Agreement.

(e) Legal Opinion. The Company shall have received a written opinion from Latham & Watkins LLP, counsel to the Company, or another firm of national reputation, dated as of the Closing Date, and based on the facts, representations, assumptions and exclusions set forth or described in such opinion, to the effect that the Merger will qualify as an exchange within the meaning of Section 351 of the Code. Each of Hyde Park and the Company shall provide, and such counsel shall be entitled to rely upon representation letters in form and substance reasonably satisfactory to such counsel. Each such representation letter shall be dated at least 2 business days prior to the date on which the Joint Proxy Statement/Prospectus is first mailed to the unitholders of

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the Company and the stockholders of Hyde Park and reissued as of the Closing Date. The condition set forth in this Section 6.2(e) shall not be waivable after receipt of the Company Unitholder Approval if such waiver would require further approval of the unitholders to be obtained, unless further approval is obtained with appropriate disclosure.

(f) Available Cash. After giving effect to the exercise of redemption rights by holders of Hyde Park Common Stock pursuant to the Hyde Park Organizational Documents, Hyde Park shall have at least an aggregate of Forty Million Dollars ($40,000,000) of cash held in the Trust Account.

Section 6.3 Conditions to Obligation of Hyde Park to Effect the Hyde Park Merger. The obligation of Hyde Park to effect the Hyde Park Merger is further subject to the fulfillment (or the waiver by Hyde Park) at or prior to the Effective Times of the following conditions:

(a) Representations and Warranties. The representations and warranties of the Company set forth in this Agreement shall be true and correct both at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, except where such failures to be so true and correct (without regard to “materiality,” Company Material Adverse Effect and similar qualifiers contained in such representations and warranties) would not, individually or in the aggregate, have a Hyde Park Material Adverse Effect; provided, that representations and warranties that are made as of a particular date or period need be true and correct only as of such date or period.

(b) Obligations and Covenants. The Company shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Times.

(c) Officer Certificate. The Company shall have delivered to Hyde Park a certificate, dated the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section 6.3(a) and Section 6.3(b) have been satisfied.

(d) Material Adverse Effect. No Company Material Adverse Effect shall have occurred since the date of this Agreement.

(e) Legal Opinion. Hyde Park shall have received a written opinion from Katten Muchin Rosenman LLP, counsel to Hyde Park, or another firm of national reputation, dated as of the Closing Date, and based on the facts, representations, assumptions and exclusions set forth or described in such opinion, to the effect that the Merger will qualify as an exchange within the meaning of Section 351 of the Code. Each of Hyde Park and the Company shall provide, and such counsel shall be entitled to rely upon, representation letters in form and substance reasonably satisfactory to such counsel. Each such representation letter shall be dated at least 2 business days prior to the date on which the Joint Proxy Statement/Prospectus is first mailed to the unitholders of the Company and the stockholders of Hyde Park and reissued as of the Closing Date. The condition set forth in this Section 6.3(e) shall not be waivable after receipt of the Hyde Park Stockholder Approval if such waiver would require further stockholder approval to be obtained, unless further stockholder approval is obtained with appropriate disclosure.

Section 6.4 Frustration of Closing Conditions. Neither the Company nor Hyde Park may rely, either as a basis for not consummating the Mergers or terminating this Agreement and abandoning the Mergers, on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s willful and intentional material breach of any material provision of this Agreement.

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ARTICLE VII.

TERMINATION

Section 7.1 Termination or Abandonment. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Times, whether before or after the Hyde Park Stockholder Approval or Company Member Approval have been obtained (except as otherwise provided below):

(a) by the mutual written consent of Hyde Park and the Company;

(b) by either Hyde Park or the Company, if the Mergers shall not have been consummated on or prior to May 1, 2014 (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to a Party if (i) the failure of the Closing to occur by such date shall be due to the material breach by such Party of any representation, warranty, covenant or other agreement of such Party set forth in this Agreement and (ii) the other Party has filed (and is then pursuing) an action seeking specific performance as permitted by Section 8.5;

(c) by either Hyde Park or the Company, if an injunction shall have been entered permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers and such injunction shall have become final and nonappealable; provided, however, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to a Party if such injunction was due to the failure of such Party to perform any of its obligations under this Agreement;

(d) by either Hyde Park or the Company, if the Hyde Park Stockholders Meeting (including any adjournments or postponements thereof) shall have concluded and the Hyde Park Stockholder Approval shall not have been obtained;

(e) by the Company, if after giving effect to the exercise of redemption rights by holders of Hyde Park Common Stock pursuant to the Hyde Park Organizational Documents, Hyde Park does not have at least an aggregate of Forty Million Dollars ($40,000,000) of cash held in the Trust Account.

(f) by Hyde Park or the Company, if the Company Unitholders Meeting (including any adjournments or postponements thereof) shall have concluded and the Company Unitholder Approval shall not have been obtained;

(g) by the Company, if Hyde Park shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a) or Section 6.2(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, Hyde Park does not diligently attempt or ceases to diligently attempt to cure such breach or failure after receiving written notice from the Company describing such breach or failure in reasonable detail (provided that the Company is not then in material breach of any representation, warranty, covenant or other agreement contained herein); and

(h) by Hyde Park, if the Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a) or Section 6.3(b) and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, the Company does not diligently attempt or ceases to diligently attempt to cure such breach or failure after receiving written notice from Hyde Park describing such breach or failure in reasonable detail (provided that Hyde Park is not then in material breach of any representation, warranty, covenant or other agreement contained herein).

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Section 7.2 Effect of Termination. In the event of termination of this Agreement pursuant to Section 7.1, this Agreement shall terminate (except for the provisions of Article VIII), and there shall be no other liability on the part of Hyde Park or the Company to the other except as to liability arising out of or the result of, fraud or any willful or intentional breach of any covenant or agreement or willful or intentional breach of any representation or warranty in this Agreement occurring prior to termination in which case, subject to Section 5.14, the aggrieved party shall be entitled to all rights and remedies available at law or in equity.

ARTICLE VIII.

MISCELLANEOUS

Section 8.1 Nonsurvival of Representations and Warranties. None of the representations and warranties in this Agreement or in any schedule, instrument or other document delivered pursuant to this Agreement shall survive the Effective Times.

Section 8.2 Expenses. Whether or not the Mergers are consummated, all costs and expenses incurred in connection with the Mergers, this Agreement and the transactions contemplated hereby shall be paid by the party incurring or required to incur such expenses; provided that Hyde Park shall pay all filing fees and printer costs associated with the transactions contemplated hereby.

Section 8.3 Counterparts; Effectiveness. This Agreement may be executed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy, electronic delivery or otherwise) to the other Parties. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.

Section 8.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflicts of law thereof or of any other jurisdiction.

Section 8.5 Jurisdiction; Specific Enforcement. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed, or were threatened to be not performed, in accordance with their specific terms or were otherwise breached. It is accordingly agreed that, in addition to any other remedy that may be available to it, including monetary damages, each of the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in the Court of Chancery of the State of Delaware (“Delaware Court of Chancery”) and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court sitting within the State of Delaware), and all such rights and remedies at law or in equity shall be cumulative. The Parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.5 and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. In addition, each of the Parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court sitting within the State of Delaware). Each of the Parties hereto hereby irrevocably submits with

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regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the Parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the fullest extent permitted by applicable Law, each of the Parties hereto hereby consents to the service of process in accordance with Section 8.7; provided, however, that nothing herein shall affect the right of any party to serve legal process in any other manner permitted by Law.

Section 8.6 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING, DIRECTLY OR INDIRECTLY, OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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Section 8.7 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, facsimile transmission (which is confirmed) or sent by an overnight courier service, such as Federal Express, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

(a) If to the Company, Parent or the Merger Subs, to:

Santa Maria Energy Holdings, LLC
2811 Airpark Drive
Santa Maria, CA 93455
Facsimile:	(805) 938-3340
Attention:	General Counsel

with copies to:

Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, Texas 77002
Facsimile:	(713) 546-5401
Attention:	Michael E. Dillard
	Sean T. Wheeler
Email:	michael.dillard@lw.com
	sean.wheeler@lw.com

Kayne Anderson Capital Advisors LP
811 Main Street, 14th Floor
Houston, Texas 77002
Facsimile:	(713) 655-7355
Attention:	Charles W. Yates
Email:	cyates@kaynecapital.com

(b) If to Hyde Park, to:

Hyde Park Acquisition Corp. II
500 Fifth Avenue, 50th floor
New York, NY 10110
Facsimile:	(212) 644-6262
Attention:	Laurence S. Levy and Edward Levy

with copies to:

Katten Muchin Rosenman LLP
575 Madison Avenue
New York, New York 10022
Facsimile:	(212) 894-5873
Attention:	Todd J. Emmerman
Email:	todd.emmerman@kattenlaw.com

Section 8.8 Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated by any of the Parties hereto without the prior written consent of the other Parties. Subject to the first sentence of this Section 8.8, this Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and assigns. Any purported assignment not permitted under this Section 8.8 shall be null and void.

Section 8.9 Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without

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rendering invalid or unenforceable the remaining terms and provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

Section 8.10 Entire Agreement. This Agreement (including the schedules and exhibits hereto and the documents and the instruments referred to herein) constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, between the Parties, or any of them, with respect to the subject matter hereof and thereof, and, subject to Section 5.10, this Agreement is not intended to grant standing to any person other than the parties hereto.

Section 8.11 Amendment and Modification. Subject to applicable Law, this Agreement may be amended, modified and supplemented in any and all respects, whether before or after any vote of the stockholders or members of the Parties hereto as contemplated hereby, by written agreement of the Parties hereto at any time prior to the Closing Date with respect to any of the terms contained herein; provided, however, that no amendment, modification or supplement of this Agreement shall be made following the adoption of this Agreement by the stockholders or members of the Parties unless, to the extent required, approved by the stockholders or members.

Section 8.12 Extension; Waiver. At any time prior to the Effective Times, the Parties may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement or (c) subject to the proviso of Section 8.11, waive compliance with any of the agreements or conditions contained in this Agreement. Except as required by applicable Law, no waiver of this Agreement shall require the approval of the stockholders or members of any of the Parties. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights, nor shall any single or partial exercise by any party to this Agreement of any of its rights under this Agreement preclude any other or further exercise of such rights or any other rights under this Agreement.

Section 8.13 Headings. Headings of the Articles and Sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretive effect whatsoever. The table of contents to this Agreement is for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 8.14 No Third-Party Beneficiaries. Each of Hyde Park and the Company agrees that (a) their respective representations, warranties, covenants and agreements set forth herein are solely for the benefit of the other party hereto, in accordance with and subject to the terms of this Agreement, and (b) except for the provisions of Section 5.9, this Agreement is not intended to, and does not, confer upon any person other than the Parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein.

Section 8.15 Interpretation. When a reference is made in this Agreement to an Article or Section, such reference shall be to an Article or Section of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, unless the context otherwise requires. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant thereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. References in this Agreement to specific laws or to specific provisions of laws shall include all rules and regulations

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promulgated thereunder, and any statute defined or referred to herein or in any agreement or instrument referred to herein shall mean such statute as from time to time amended, modified or supplemented, including by succession of comparable successor statutes. Each of the Parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of authorship of any of the provisions of this Agreement.

Section 8.16 Definitions.

(a) General Definitions. References in this Agreement to “Subsidiaries” of any party means any corporation, partnership, limited liability company, association, trust or other form of legal entity of which (i) fifty percent (50%) or more of the voting power of the outstanding voting securities are on the date hereof directly or indirectly owned by such party or (ii) such party or any Subsidiary of such party is a general partner on the date hereof; provided, however, that Parent shall not be deemed a Subsidiary of either Hyde Park or the Company for purposes of this Agreement. References in this Agreement (except as specifically otherwise defined) to “affiliates” means, as to any person, any other person which, directly or indirectly, controls, or is controlled by, or is under common control with, such person; provided, however, that Parent shall not be deemed an affiliate of either Hyde Park or the Company for purposes of this Agreement. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise. References in this Agreement (except as specifically otherwise defined) to “person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity, group (as such term is used in Section 13 of the Exchange Act) or organization, including a Governmental Entity, and any permitted successors and assigns of such person. As used in this Agreement, “knowledge” means (i) with respect to Hyde Park, the actual knowledge of the individuals listed in Section 8.16(a) of the Hyde Park Disclosure Letter and (ii) with respect to the Company and its Subsidiaries, the actual knowledge of the individuals listed on Section 8.16(a) of the Company Disclosure Letter. As used in this Agreement, “business day” means any day other than a Saturday, Sunday or other day on which the banks in New York are authorized by law or executive order to remain closed.

(b) Certain Specified Definitions. As used in this Agreement:

(i) “Company Material Adverse Effect” means an event, state of facts, circumstance, change, effect, development, occurrence or combination of the foregoing that has had, or would be reasonably likely to have, a material adverse effect on (A) the ability of the Company to consummate the Mergers and the other transactions contemplated by this Agreement in a timely manner or (B) the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole, other than any event, change, effect, development or occurrence resulting from or arising out of: (1) changes in general economic, financial or other capital market conditions (including prevailing interest rates), (2) any changes or developments generally in the industries in which the Company or any of its Subsidiaries conducts its business, (3) the announcement or the existence of, compliance with or performance under, this Agreement or the transactions contemplated hereby (including, subject to the following proviso, the impact thereof on the relationships, contractual or otherwise, of the Company or any of its Subsidiaries with employees, labor unions, customers, suppliers or partners, and including any lawsuit, action, Order, Company Permit or other proceeding with respect to the Mergers or any of the other transactions contemplated by this Agreement) (provided, however, that the exceptions in this clause (3) shall not apply to any representation or warranty contained in Sections 3.5 or 3.20 (or any portion thereof) to the extent that the purpose of such representation or warranty (or portion thereof) is to address the consequences resulting from the execution and delivery of this Agreement or the performance of obligations or satisfaction of conditions under this Agreement), (4) any taking of any action at the request of Hyde Park, (5) any changes or developments in prices for oil, natural gas or other commodities or for the Company’s raw material inputs and end products, (6) any adoption, implementation, promulgation, repeal or modification following the date of this Agreement of any rule, regulation, ordinance, Order, Company Permit,

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protocol or any other Law of or by any national, regional, state or local Governmental Entity, or market administrator, (7) any changes in GAAP or accounting standards following the date of this Agreement, (8) earthquakes, any weather-related event, natural disasters or outbreak or escalation of hostilities or acts of war or terrorism, or (9) any failure by the Company to meet any financial projections or forecasts or estimates of revenues, earnings or other financial metrics for any period (provided that the exception in this clause (9) shall not prevent or otherwise affect a determination that any event, change, effect, development or occurrence underlying such failure has resulted in, or contributed to, a Company Material Adverse Effect so long as it is not otherwise excluded by this definition); except, in each case with respect to clauses (1), (2), (5), (7) and (8) to the extent disproportionately affecting the Company and its Subsidiaries, taken as a whole, relative to other similarly situated companies in the industries in which the Company and its Subsidiaries operate.

(ii) “Company Permitted Lien” means (A) any Lien for Taxes not yet due or delinquent or which are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in the applicable financial statements in accordance with GAAP, (B) vendors’, mechanics’, materialmens’, carriers’, workers’, landlords’, repairmen’s, warehousemen’s, construction and other similar Liens arising by operation of Law and incurred in the ordinary and usual course of business and consistent with past practice or with respect to liabilities that are not yet due and payable or, if due, are not delinquent or are being contested in good faith by appropriate proceedings and for which adequate reserves (based on good faith estimates of management) have been set aside for the payment thereof, (C) Liens imposed or promulgated by applicable Law or any Governmental Entity with respect to real property, including zoning, building or similar restrictions (but excluding Liens in respect of any monetary amount due and owing by the Company), (D) pledges or deposits in connection with workers’ compensation, unemployment insurance, and other social security legislation, (E) Liens relating to intercompany borrowings among the Company and its wholly owned Subsidiaries, (F) in the case of Oil and Natural Gas Leases, the lessor’s production burdens, (G) Liens created under joint operating agreements, participation agreements or development agreements, in each case, for amounts not yet delinquent, (H) Liens, exceptions, defects or irregularities in title, easements, imperfections of title, claims, charges, security interests, rights-of-way, covenants, restrictions and other restrictions and other similar matters that would be accepted by a reasonably prudent purchaser of Oil and Natural Gas Leases that would not reduce the net revenue interest, or increase the working interest, of the Company or any of its subsidiaries in any Oil and Natural Gas Lease and that would not, individually or in the aggregate, reasonably be expected to materially impair the continued use and operation of the assets to which they relate in the business of such entity and its Subsidiaries as presented conducted or the value of the assets, (I) other non-monetary Liens that do not, individually or in the aggregate, materially interfere with the present use, or materially detract from the value of, the property encumbered thereby, or (J) Liens arising under (1) the Amended and Restated Senior Credit Facility, dated as of November 9, 2012, among the Company, as borrower, each of the lenders that is a signatory thereto, and Mutual of Omaha Bank, N.A., as administrative agent, and (2) that certain second replacement promissory note dated February 5, 2010 in the aggregate principal amount of $1,765,582.90 made by Orcutt Properties, LLC, NW Casmalia Properties, LLC and Gitte-Ten, LLC (and assumed by Borrower) in favor of Sector Capital Corporation.

(iii) “Environmental Law” means any Law relating to the protection, preservation or restoration of the environment (including air, surface water, groundwater, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource), or any exposure to or release of, or the management of (including the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production or disposal of any Hazardous Materials), in each case as in effect as of the date of this Agreement.

(iv) “ERISA Affiliate” means, with respect to any entity, trade or business, any other entity, trade or business that, together with such entity, trade or business, is, or was at the relevant time, required to be treated as a single employer under Section 414(b), (c), (m) or (o) of the Code.

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(v) “good and defensible title” means such title that is free from reasonable doubt to the end that a prudent person engaged in the business of purchasing and owning, developing and operating producing or non-producing oil and natural gas properties or mining properties, as the case may be, in the geographical areas in which they are located, with knowledge of all of the facts and their legal bearing, would be willing to accept the same acting reasonably.

(vi) “Hazardous Materials” means all substances defined as Hazardous Substances, Oils, Pollutants or Contaminants in the National Oil and Hazardous Substances Pollution Contingency Plan, 40 C.F.R. § 300.5, or defined as such by, or regulated as such under, any Environmental Law, including any regulated pollutant or contaminant (including any constituent, raw material, product or by-product thereof), petroleum or natural gas hydrocarbons or any liquid or fraction thereof, asbestos or asbestos-containing material, polychlorinated biphenyls, lead paint, any hazardous, industrial or solid waste, and any toxic, radioactive, infectious or hazardous substance, material or agent.

(vii) “Hyde Park Material Adverse Effect” means an event, state of facts, circumstance, change, effect, development, occurrence or combination of the foregoing that has had, or would be reasonably likely to have, a material adverse effect on (A) the ability of Hyde Park to consummate the Mergers and the other transactions contemplated by this Agreement in a timely manner or (B) the business, assets, liabilities, condition (financial or otherwise) or results of operations of Hyde Park, taken as a whole, other than any event, change, effect, development or occurrence resulting from or arising out of: (1) changes in general economic, financial or other capital market conditions (including prevailing interest rates), (2) any changes or developments generally in the industries in which Hyde Park or any of its Subsidiaries conducts its business, (3) the announcement or the existence of, compliance with or performance under, this Agreement or the transactions contemplated hereby (including, subject to the following proviso, the impact thereof on the relationships, contractual or otherwise, of Hyde Park with employees, labor unions, customers, suppliers or partners, and including any lawsuit, action, Order, Permit or other proceeding with respect to the Mergers or any of the other transactions contemplated by this Agreement) (provided, however, that the exceptions in this clause (3) shall not apply to any representation or warranty contained in Sections 4.5 or 4.18 (or any portion thereof) to the extent that the purpose of such representation or warranty (or portion thereof) is to address the consequences resulting from the execution and delivery of this Agreement or the performance of obligations or satisfaction of conditions under this Agreement), (4) any taking of any action at the request of the Company, (5) any adoption, implementation, promulgation, repeal or modification following the date of this Agreement of any rule, regulation, ordinance, Order, Permit protocol or any other Law of or by any national, regional, state or local Governmental Entity, or market administrator, (6) any changes in GAAP or accounting standards, (7) earthquakes, any weather-related event, natural disasters or outbreak or escalation of hostilities or acts of war or terrorism, (8) any failure by Parent to meet any financial projections or forecasts or estimates of revenues, earnings or other financial metrics for any period (provided that the exception in this clause (8) shall not prevent or otherwise affect a determination that any event, change, effect, development or occurrence underlying such failure has resulted in, or contributed to, a Hyde Park Material Adverse Effect so long as it is not otherwise excluded by this definition), or (9) any changes in the share price or trading volume of the shares of Hyde Park Common Stock (provided that the exception in this clause (9) shall not prevent or otherwise affect a determination that any event, change, effect, development or occurrence underlying such change has resulted in, or contributed to, a Hyde Park Material Adverse Effect so long as it is not otherwise excluded by this definition); except, in each case with respect to clauses (1), (2), (7) and (8) to the extent disproportionately affecting Hyde Park, taken as a whole, relative to other similarly situated companies in the industries in which Hyde Park operates.

(viii) “Hyde Park Permitted Lien” means (A) any Lien for Taxes not yet due or delinquent or which are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in the applicable financial statements in accordance with GAAP, (B) vendors’, mechanics’, materialmens’, carriers’, workers’, landlords’, repairmen’s, warehousemen’s, construction and other similar Liens arising by operation of Law and incurred in the ordinary and usual course of business and consistent with past practice or with respect to liabilities that are not yet due and payable or, if due, are not delinquent or are being contested in

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good faith by appropriate proceedings and for which adequate reserves (based on good faith estimates of management) have been set aside for the payment thereof, (C) Liens imposed or promulgated by applicable Law or any Governmental Entity with respect to real property, including zoning, building or similar restrictions (other than Liens in respect of monetary obligations that are due and owing by Hyde Park), (D) pledges or deposits in connection with workers’ compensation, unemployment insurance, and other social security legislation, (E) Liens relating to intercompany borrowings among Hyde Park and its wholly owned subsidiaries, or (F) other non-monetary Liens that do not, individually or in the aggregate, materially interfere with the present use, or materially detract from the value of, the property encumbered thereby.

(ix) “Hydrocarbons” means crude oil, natural gas, condensate, drip gas and natural gas liquids (including coalbed gas) and other liquids or gaseous hydrocarbons or other substances (including minerals) produced or associated therewith.

(x) “Kayne Anderson Parties” means Kayne Anderson Energy Fund IV, L.P., a Delaware limited partnership, and Kayne Anderson Energy Fund IV QP, L.P., a Delaware limited partnership, and their permitted transferees.

(xi) “Oil and Natural Gas Contracts” means any of the following contracts to which the Company or any of its Subsidiaries is a party (other than, in each case, an Oil and Natural Gas Lease): all farm-in and farm-out agreements, areas of mutual interest agreements, joint venture agreements, development agreements, production sharing agreements, operating agreements, unitization, pooling and communitization agreements, declarations and orders, divisions orders, transfer orders, royalty deeds, oil and natural gas sales agreements, exchange agreements, gathering and processing contracts and agreements, drilling, service and supply contracts, geophysical and geological contracts, land broker, title attorney and abstractor contracts and all other contracts relating to Hydrocarbons or revenues therefrom and claims and rights thereto, and, in each case, interests thereunder.

(xii) “Oil and Natural Gas Interests” means (A) direct and indirect interests in and rights with respect to Hydrocarbons and related properties and assets of any kind and nature, direct or indirect, including working and leasehold interests and operating rights and royalties, overriding royalties, production payments, net profit interests, carried interests, and other non-working interests and non-operating interests; (B) Hydrocarbons or revenues therefrom; (C) all Oil and Natural Gas Leases and the leasehold estates created thereby and the lands covered by the Oil and Natural Gas Leases or included in units with which the Oil and Natural Gas Leases may have been pooled or unitized; (D) all Oil and Natural Gas Contracts; (E) surface interests, fee interests, reversionary interests, reservations and concessions; (F) all easements, surface use agreements, rights of way, licenses and permits, in each case, in connection with Oil and Natural Gas Leases, the drilling of Wells or the production, gathering, processing, storage, disposition, transportation or sale of Hydrocarbons, (G) all rights and interests in, under or derived from unitization and pooling agreements in effect with respect to clauses (A) and (C) above and the units created thereby which accrue or are attributable to the interests of the holder thereof; (H) all interests in machinery equipment (including Wells, well equipment and machinery), oil and natural gas production, gathering, transmission, treating, processing and storage facilities (including tanks, tank batteries, pipelines, flow lines, gathering systems and metering equipment), pumps, water plants, electric plants, gasoline and gas platforms, processing plants, separation plants, refineries, testing and monitoring equipment, in each case, in connection with Oil and Natural Gas Leases, the drilling of Wells or the production, gathering, processing, storage, disposition, transportation or sale of Hydrocarbons, and (I) all other interests of any kind or character associated with, appurtenant to, or necessary for the operation of any of the foregoing.

(xiii) “Oil and Natural Gas Leases” means all leases, subleases, licenses or other occupancy or similar agreements under which the Company or any of its Subsidiaries leases, subleases or licenses or otherwise acquires or obtains operating rights in and to Hydrocarbons or any other real property which is material to the operation of the Company’s business.

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(xiv) “Order” means any charge, order, writ, injunction, judgment, decree, ruling, determination, directive, award or settlement, whether civil, criminal or administrative and whether formal or informal.

(xv) “Phantom Equity Plan” means the Santa Maria Pacific Holdings, LLC 2008 Phantom Equity Plan, as amended from time to time.

(xvi) “Phantom Equity Unit” means a unit of phantom equity granted under the Phantom Equity Plan.

(xvii) “Private Equity Financing” means a private placement of Parent Common Stock at a price of not less than $10.50 per share; provided, however, that the aggregate amount which may be raised under the Private Equity Financing, when combined with the cash held in the Trust Account after giving effect to the exercise of redemption rights by holders of Hyde Park Common Stock pursuant to the Hyde Park Organizational Documents, shall not exceed $150 million.

(xviii) “Profits Interest Plan” means the Santa Maria Energy Holdings, LLC 2013 Profits Interest Plan.

(xix) “Profits Interest Units” has the meaning set forth in the Amended and Restated Limited Liability Company Agreement of Santa Maria Energy Holdings, LLC, as amended from time to time.

(xx) “Release” means any release, spill, emission, discharge, leaking, pumping, injection, deposit, disposal, dispersal, leaching or migration into the indoor or outdoor environment (including ambient air, surface water, groundwater and surface or subsurface strata) or into or out of any property, including the movement of Hazardous Materials through or in the air, soil, surface water, groundwater or property.

(xxi) “Tax” or “Taxes” means any and all federal, state, local or foreign taxes, imposts, levies, duties, fees or other assessments, including all net income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and estimated taxes, customs duties, and other taxes of any kind whatsoever, including any and all interest, penalties, additions to tax or additional amounts imposed by any Governmental Entity in connection with respect thereto.

(xxii) “Taxing Authority” means, with respect to any Tax, the Governmental Entity that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such Governmental Entity.

(xxiii) “Tax Return” means any return, report or similar filing (including any attached schedules, supplements and additional or supporting material) filed or required to be filed with respect to Taxes, including any information return, claim for refund, or declaration of estimated Taxes (and including any amendments with respect thereto).

(xxiv) “Units” means all pooled, communitized or unitized acreage that includes all or a part of any Oil and Natural Gas Lease.

(xxv) “Wells” means all oil and/or gas wells, whether producing, operating, shut-in or temporarily abandoned, located on the Oil and Natural Gas Leases or Units or otherwise associated with an Oil and Natural Gas Interest of the Company or any of its Subsidiaries, together with all oil, gas and mineral production from such well.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.

HYDE PARK ACQUISITION CORP. II
By:	/s/ Laurence S. Levy
Name:	Laurence S. Levy
Title:	Chief Executive Officer
SANTA MARIA ENERGY CORPORATION
By:	/s/ David Pratt
Name:	David Pratt
Title:	Chief Executive Officer
HPAC MERGER SUB, INC.
By:	/s/ David Pratt
Name:	David Pratt
Title:	Chief Executive Officer
SME MERGER SUB, LLC
By:	/s/ David Pratt
Name:	David Pratt
Title:	Chief Executive Officer
SANTA MARIA ENERGY HOLDINGS, LLC
By:	/s/ David Pratt
Name:	David Pratt
Title:	Chief Executive Officer

[Signature Page to Agreement and Plan of Merger]

EXHIBIT A

Form of Amended and Restated Certificate of Incorporation of Parent

[See Annex B to this joint proxy statement/prospectus]

EXHIBIT B

Form of Amended and Restated Bylaws of Parent

[See Annex C to this joint proxy statement/prospectus]

ANNEX I

Directors and Officers of

Parent and Hyde Park Surviving Corporation after the Effective Times

Directors of Parent

Class I	David Pratt [An individual designated by Hyde Park]
Class II	Edward Levy Ray Powell
Class III	David Iverson (Preferred Stock designee) Laurence Levy Chuck Yates (Preferred Stock designee)

Officers of Parent

David Pratt – Chief Executive & President

Kevin McMillan – Executive Vice President, Chief Financial Officer and Treasurer

Beth Marino – Executive Vice President, General Counsel and Secretary

Kevin Yung – Executive Vice President (Operations)

Directors of Hyde Park Surviving Corporation

David Iverson (Preferred Stock designee)

Laurence Levy

Edward Levy

David Pratt

Ray Powell

Chuck Yates (Preferred Stock designee)

[An individual designated by Hyde Park]

Officers of Hyde Park Surviving Corporation

David Pratt – Chief Executive & President

Kevin McMillan – Executive Vice President, Chief Financial Officer and Treasurer

Beth Marino – Executive Vice President, General Counsel and Secretary

Kevin Yung – Executive Vice President (Operations)

ANNEX II

Terms of Registration Rights Agreement

The following is a description of certain material terms of a Registration Rights Agreement (the “Agreement”) with respect to the securities of Santa Maria Energy Corporation (“Parent”). Terms used but not otherwise defined herein shall have the meanings ascribed to such terms in that certain Agreement and Plan of Merger (the “Merger Agreement”) by and among Hyde Park Acquisition Corp. II (“Hyde Park”), Parent, HPAC Merger Sub, Inc., SME Merger Sub, LLC and Santa Maria Energy Holdings, LLC.

Parties and Registrable Securities Kayne Anderson Energy Fund IV and its affiliates and transferees (“Kayne”); holders of the outstanding shares of Hyde Park Common Stock issued prior to the consummation of Hyde Park’s initial public offering (the “Initial Shares”) and their transferees (such holders, the “Initial Shareholders”); and holders of 693,750 shares of Hyde Park Common Stock privately placed simultaneously with Hyde Park’s initial public offering (the “Sponsors’ Shares”) and their transferees (such holders, the “Sponsor Shareholders”). Kayne, the Initial Shareholders and the Sponsor Shareholders shall collectively be referred to as the “Investors” and their respective shares, the “Registrable Securities”.

As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such registration statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by Parent and subsequent public distribution of them shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding; or (d) the Registrable Securities have been sold in a public sale in accordance with Rule 144. The Company shall take such action as any Investor may reasonably request to the extent required to enable such holder to sell shares of Registrable Securities and shares of Kayne Preferred Stock (as defined in the Certificate of Incorporation of Parent) without registration pursuant to Rule 144.

Demand Registration Rights: At any time and from time to time on or after the Closing Date of the Mergers, holders of Registrable Securities representing 5% (the “Required Holders”) or more of the outstanding securities of Parent may make a written demand for registration of the resale (in an underwritten offering or otherwise, as determined by the Required Holders) of all or part of such securities (a “Demand Registration”) on such form of registration statement as the offering shall be eligible and the Required Holders shall demand.

Each Investor shall be entitled to two (2) Demand Registrations.

In the event of a Demand Registration, Parent must notify all Investors of such Demand Registration and any Investors who wish to include their Registrable Securities in the Demand Registration must notify the Parent within 15 days.

Parent may defer any Demand Registration for up to thirty days if failure to do so would be materially detrimental to Parent; provided that Parent will only be entitled to defer a Demand Registration once during any twelve consecutive month period.

Parent will not be obligated to effect any Demand Registration within 180 days after the effective date of a previous registration in which the holders of Registrable Securities were able to register.

Cutbacks required by the underwriters shall be applied on a pro rata basis based on the number of shares initially proposed for inclusion in the offering.

Piggyback Registration Rights: Other than a Registration Statement (i) filed in connection with an employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Parent’s existing shareholders, (iii) for a convertible debt offering, or (iv) for a dividend reinvestment plan, each Investor shall be entitled to piggyback registration rights on public offerings of the Parent’s stock pursuant to customary terms and conditions.

Short Form (S-3) Registration Rights: Separate and apart from the Demand Registration rights, if Parent is eligible to file a short form registration statement on Form S-3, holders may demand that Parent file the S-3 (a “Form S-3 Registration”), provided that such holders propose to register at least $10 million of Registrable Securities pursuant to such S-3. Even if Parent is eligible to file a Form S-3, if Parent decides on a different registered offering, it may prohibit use of the Form S-3 within 7 days before or 90 days after the effective date of such registration. In the event of a Form S-3 Registration, Parent must notify all Investors of such Form S-3 Registration and any Investors who wish to include their Registrable Securities in the Form S-3 Registration must notify the Parent within 15 days.

Member Expenses: Parent must bear all costs for any Demand or Piggyback Registration, except that (1) the selling holders must pay any underwriting discounts or selling commissions and (2) in an underwritten offering, selling stockholders and Parent must bear expenses of the Underwriter(s) pro rata to the amount of shares sold by each in the offering.

Indemnification and Lock-up: The Agreement shall provide for customary indemnification and lock-up provisions.

Additional Registration Rights for shares acquired in conversion of Kayne Preferred Stock after Default: If the Kayne Preferred Stock is not redeemed timely, then at any time and from time to time after any Kayne Preferred Stock has been converted into Common Stock (“Conversion Shares”), Kayne, its affiliates and transferees may make up to three written demands for registration of all or part of such Conversion Shares (and any other shares of Common Stock owned by Kayne, its affiliates and transferees (a “Kayne Demand Registration”). The other provisions

hereof applicable to a Demand Registration shall also apply with respect to each such Kayne Demand Registration except that:

(i) Neither Parent nor any other Investor shall have the right to participate in any Kayne Demand Registration without Kayne’s consent;

(ii) the 180 day waiting period shall not apply;

(iii) No cutbacks shall be applied to any Kayne Demand Registration;

(iv) no other Investor shall have piggyback rights;

(v) the dollar amount and time limitations applicable to S-3 Registration Rights shall not apply; and

(v) lock up provisions shall not apply.

Private Equity Financing Parent and the Investors will use their reasonable best efforts to modify the terms of the Registration Rights Agreement to accommodate any registration rights to be granted in connection with the Private Equity Financing (as such term is defined in the Merger Agreement).

ANNEX B

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

SANTA MARIA ENERGY CORPORATION

Santa Maria Energy Corporation (the “Corporation”), a corporation organized and existing under the laws and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”) hereby certifies that:

1. The name of the Corporation is Santa Maria Energy Corporation.

2. The original Certificate of Incorporation of the Corporation (the “Original Certificate of Incorporation”) was filed with the Secretary of State of the State of Delaware on November 27, 2013.

3. This Amended and Restated Certificate of Incorporation (this “Amended and Restated Certificate of Incorporation”) amends and restates the Original Certificate of Incorporation, as amended, in its entirety and has been duly adopted by the Board of Directors of the Corporation by unanimous written consent in lieu of a meeting in accordance with Sections 141(f), 242, and 245 of the DGCL and by the stockholders of the Corporation by written consent in lieu of a meeting thereof in accordance with Sections 228, 242 and 245 of the DGCL.

4. The Certificate of Incorporation of the Corporation, as amended hereby, shall, upon the effectiveness hereof, read in its entirety, as follows:

ARTICLE I

NAME

The name of the Corporation is Santa Maria Energy Corporation.

ARTICLE II

REGISTERED OFFICE AND AGENT

The address of the Corporation’s registered office in the State of Delaware is c/o Paracorp Incorporated, 2140 South Dupont Highway, in the City of Camden, County of Kent, 19934. The name of the Corporation’s registered agent at such address is Paracorp Incorporated.

ARTICLE III

PURPOSE

The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized under the DGCL, as the same may be amended and supplemented.

ARTICLE IV

CAPITAL STOCK

Section 1. Authorized Shares. The total number of shares of all classes of stock that the Corporation shall have authority to issue is 101,000,000 shares, of which 100,000,000 shares shall be common stock, $0.0001 par value (“Common Stock”), and 1,000,000 shares shall be preferred stock, $0.0001 par value (“Preferred Stock”).

Section 2. Common Stock. Except as otherwise required by applicable law, all shares of Common Stock shall be identical in all respects and shall entitle the holders thereof to the same rights, subject to the same qualifications, limitations and restrictions. The terms of the Common Stock set forth below shall be subject to the express terms of any series of Preferred Stock.

(a) Voting Rights. Except as otherwise required by applicable law and subject to the rights of the holders of Preferred Stock, the holders of Common Stock shall be entitled to one vote per share on all matters to be voted on by the Corporation’s stockholders; provided, however, that, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to the Certificate of Incorporation (including any Certificate of Designations relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Certificate of Incorporation (including any Certificate of Designations relating to any series of Preferred Stock) or pursuant to the DGCL. No stockholder of the Corporation shall be entitled to exercise any right of cumulative voting.

(b) Dividends. Subject to the rights of the holders of Preferred Stock, and subject to any other provisions of this Certificate of Incorporation, as it may be amended from time to time, the holders of Common Stock shall be entitled to receive, as, if and when declared by the Board of Directors of the Corporation (the “Board”) out of the funds of the Corporation legally available therefor, such dividends (payable in cash, stock or otherwise) as the Board may from time to time determine, payable to stockholders of record on such dates, not exceeding 60 days preceding the dividend payment dates, as shall be fixed for such purpose by the Board in advance of payment of each particular dividend.

(c) No Preemptive or Subscription Rights. No holder of Common Stock shall be entitled to preemptive or subscription rights.

(d) Liquidation. In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, after the distribution or payment of any liabilities and accrued but unpaid dividends and any liquidation preferences on any outstanding Preferred Stock, the remaining assets of the Corporation available for distribution to stockholders shall be distributed among and paid to the holders of Common Stock ratably in proportion to the number of shares of Common Stock held by them respectively.

Section 3. Kayne Preferred Stock. 50,000 shares of the authorized and unissued Preferred Stock of the Corporation are hereby designated “Kayne Preferred Stock” with the following rights, preferences, powers, privileges and restrictions, qualifications and limitations. Unless otherwise indicated, references to “sections” or “subsections” in this Section 3 refer to sections and subsections of this Section 3. The original purchase price of the Kayne Preferred Stock shall be $1,000.00 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to the Kayne Preferred Stock) (the “Kayne Preferred Original Issue Price”).

(a) Dividends.

(i) The holders of shares of Kayne Preferred Stock shall be entitled to receive, prior to and in preference to any declaration or payment of any dividends on any other class or series of capital stock of the

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Corporation, in respect of each outstanding share of Kayne Preferred Stock, dividends at a rate per annum equal to the Kayne Dividend Rate (as defined below) (the “Kayne Preferred Dividend”), to be paid, at the option of the Corporation, in cash or in a number of additional shares of Kayne Preferred Stock (including fractional shares) equal to the quotient obtained by dividing the Kayne Preferred Dividend by the Kayne Preferred Original Issue Price plus any accrued and unpaid dividends. The Kayne Preferred Dividend shall be cumulative, shall accrue daily (whether or not earned or declared and whether or not there are funds legally available therefor) and shall be payable on a quarterly basis in arrears on the last day of each March, June, September and December of each year (each, a “Dividend Payment Date”). Notwithstanding the foregoing, after the Redemption Date, the holders of outstanding shares of Kayne Preferred Stock shall be entitled to receive the Kayne Preferred Dividend in cash on each Dividend Payment Date. Any dividend not paid on the Dividend Payment Date shall be fully cumulative and shall accrue and compound quarterly from the date of such Dividend Payment Date (whether or not earned or declared and whether or not there are funds legally available therefor) at the applicable Kayne Dividend Rate and shall be in arrears until paid. The “Kayne Dividend Rate” shall be a rate of 8% per annum; provided that, at any time after the declaration of an Event of Default (as defined below) the Kayne Dividend Rate shall be increased to a rate of 12% per annum, which rate shall increase annually by 100 basis points on each anniversary of the occurrence of such Event of Default; provided that the Kayne Dividend Rate shall not exceed 15% per annum.

(ii) An “Event of Default” means the occurrence or continuance, of any of the following events:

(1) the Corporation fails to redeem all of the outstanding shares of Kayne Preferred Stock on the Mandatory Redemption Date pursuant to Subsection 3(e)(i) (for the avoidance of doubt, regardless of whether or not the Corporation has legally available funds therefor); or

(2) the Corporation shall (i) commence a voluntary case under Title 11 of the United States Bankruptcy Code as from time to time in effect; (ii) file an answer or other pleading, admitting the material allegations of a petition filed against it commencing an involuntary case under said Title 11, or seeking, consenting to or acquiescing in the relief therein provided, or by its failing to controvert timely the material allegations of any such petition; (iii) become subject to the entry of an order for relief in any involuntary case commenced under said Title 11, which order is not being diligently contested by the Corporation; (iv) seek relief as a debtor under any applicable law, other than said Title 11, of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors, or by its consenting to or acquiescing in such relief; (v) become subject to the entry of an order by a court of competent jurisdiction (x) finding it to be bankrupt or insolvent, (y) ordering or approving its liquidation, reorganization or any modification or alteration of the rights of its creditors, or (z) assuming custody of, or appointing a receiver or other custodian for, all or a substantial part of its property, which order is not being diligently contested by the Corporation; or (vi) make an assignment for the benefit of, or entering into a composition with, its creditors, or appointing or consenting to the appointment of a receiver or other custodian for all or a substantial part of its property.

(3) If an Event of Default occurs, each holder of Kayne Preferred Stock shall also have any other rights which such holder is entitled to under any contract or agreement at any time and any other rights which such holder may have pursuant to applicable law.

(iii) So long as any shares of Kayne Preferred Stock are outstanding, the Corporation shall not pay or declare any dividend, whether in cash or property, or make any other distribution on any other class or series of capital stock of the Corporation, or purchase, redeem or otherwise acquire for value any shares of any other class or series of capital stock of the Corporation.

(b) Liquidation, Dissolution or Winding Up; Certain Mergers, Consolidations and Asset Sales.

(i) Preferential Payments to Holders of Kayne Preferred Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, the holders

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of shares of Kayne Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the Kayne Preferred Original Issue Price, plus any dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon (the “Kayne Preferred Liquidation Preference”). If upon any such liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Kayne Preferred Stock the full amount to which they shall be entitled under this Subsection 3(b)(i), the holders of shares of Kayne Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

(ii) Distribution of Remaining Assets. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, after the payment of all preferential amounts required to be paid to the holders of shares of Kayne Preferred Stock, the remaining assets of the Corporation available for distribution to its stockholders shall be distributed among the holders of Common Stock, pro rata based on the number of shares held by each such holder.

(iii) Deemed Liquidation Events.

(1) Definition. Each of the following events shall be considered a “Deemed Liquidation Event” unless the holders of at least 66 2/3% of the outstanding shares of Kayne Preferred Stock elect otherwise by written notice sent to the Corporation prior to the effective date of any such event:

(a) a merger or consolidation of the Corporation with or into any other corporation or any other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the stockholders of the Corporation immediately prior to such consolidation, merger or reorganization continue to hold at least a majority of the voting power of the surviving entity in substantially the same proportions (or, if the surviving entity is a wholly-owned subsidiary, its parent) immediately after such consolidation, merger or reorganization;

(b) any transaction or series of related transactions to which the Corporation is a party in which in excess of fifty percent (50%) of the Corporation’s voting power is transferred to a single party or group of affiliated parties; or

(c) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger, consolidation or otherwise) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation.

(iv) Effecting a Deemed Liquidation Event.

(1) In any Deemed Liquidation Event, if the consideration to be received is securities of a corporation or other entity or other property other than cash, its value will be deemed its fair market value as determined by the Board, including the approval of one of the Kayne Directors (as defined below), on the date such determination is made.

(2) The Corporation shall not have the power to effect a Deemed Liquidation Event unless the agreement or plan of merger or consolidation for such transaction (the “Agreement”) provides

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that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3(b)(i) and 3(b)(ii).

(3) In the event of a Deemed Liquidation Event, if any portion of the consideration payable to the stockholders of the Corporation is placed into escrow and/or is payable to the stockholders of the Corporation subject to contingencies, the Agreement shall provide that (a) the portion of such consideration that is not placed in escrow and not subject to any contingencies (the “Initial Consideration”) shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3(b)(i) and 3(b)(ii) as if the Initial Consideration were the only consideration payable in connection with such Deemed Liquidation Event; and (b) any additional consideration which becomes payable to the stockholders of the Corporation upon release from escrow or satisfaction of contingencies shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 3(b)(i) and 3(b)(ii) after taking into account the previous payment of the Initial Consideration as part of the same transaction.

(c) Voting Rights.

(i) Separate Vote of Kayne Capital Advisors. For so long as Kayne Anderson Capital Advisors, L.P. and/or its affiliates and transferees of Kayne Preferred Stock (collectively, “Kayne Capital Advisors”) holds any shares of Kayne Preferred Stock, in addition to any other vote or consent required herein or by law, the vote or written consent of the holders of at least a majority of the outstanding shares of Kayne Preferred Stock shall be necessary for effecting the following actions (whether by merger, consolidation, recapitalization or otherwise) and any such act or transaction entered into without such consent or vote shall be null and void ab initio, and of no force or effect:

(1) any amendment, alteration, or repeal of any provision of the Certificate of Incorporation of the Corporation (including any filing of a Certificate of Designation) to the extent any such amendment, alteration or repeal would adversely affect any of the rights of the holders of Kayne Preferred Stock;

(2) any amendment, alteration or repeal of any provision of the Bylaws of the Corporation or any governing document of the Corporation’s subsidiaries, to the extent any such amendment, alteration or repeal would adversely affect any of the rights of the holders of Kayne Preferred Stock;

(3) any increase or decrease in the authorized number of shares of Kayne Preferred Stock, and any issuance of any Kayne Preferred Stock;

(4) any authorization, issuance or designation, whether by reclassification or otherwise, of any new class or series of Preferred Stock;

(5) any redemption, repurchase, payment or declaration of dividends or other distributions with respect to Common Stock or Preferred Stock other than dividends required pursuant to Subsection 3(a)(i) hereof or redemptions required by Subsection 3(e) hereof;

(6) any agreement by the Corporation or its stockholders with respect to, or the consummation of, any Deemed Liquidation Event in which the entire Kayne Preferred Liquidation Preference of all outstanding Kayne Preferred Stock is not paid in full in cash;

(7) the incurrence or guarantee, directly or indirectly, by the Corporation or any of its subsidiaries of any indebtedness, or creating or permitting to exist any of lien, security interest or other encumbrance on the assets of the Corporation, other than senior bank debt from a reputable commercial bank and customary trade debt, in each case approved by the Board of Directors including the affirmative approval of at least one of the Kayne Directors;

(8) the approval of any budget of the Corporation, whether capital, operating or otherwise (a “Budget”), or amendment or modification to any Budget in any material respect, which for the

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purposes of this provision means to initiate deviations therefrom in excess of the greater of 15% in the aggregate and the greater of 10% with respect to the following general categories: general and administrative, net borrowing in such quarter, capital expenditures, asset sales and equity raising, provided that no modifications or increases may be made to any compensation amounts for persons specifically named in such Budget;

(9) any expenditure, investment, disposition or other action, or any agreement or commitment to undertake any expenditure, investment, disposition or other action, not contemplated by a Budget approved pursuant to Subsection 3(c)(i)(7) or in an amount in excess of the Budgeted amount in any material respect;

(10) any disposition of assets, in a single transaction or in a series of transactions, of greater than 25% of the Proved PV10 in any one year period, except as approved by the Board of Directors including the affirmative approval of at least one of the Kayne Directors, unless the entire proceeds thereof are used to redeem outstanding shares of Kayne Preferred Stock;

(11) any material change to the nature of the Corporation’s business operations;

(12) Any action with respect to any direct or indirect subsidiary of the Corporation that if taken by the Corporation would require approval to Subsection 3(c)(i)(1) through 3(c)(i)(11) above.

(d) Conversion Rights.

The holders of the Kayne Preferred Stock shall have the following rights with respect to the conversion of the Kayne Preferred Stock into shares of Common Stock:

(i) Optional Conversion. Subject to and in compliance with the provisions of this Subsection 3(d), any shares of Kayne Preferred Stock may, at the option of the holder at any time after the date that is one hundred eighty (180) days after the Mandatory Redemption Date, be converted into fully-paid and nonassessable shares of Common Stock (the “Kayne Conversion Common Stock”). The number of shares of Common Stock to which a holder of Kayne Preferred Stock shall be entitled upon conversion shall be the product obtained by multiplying the “Kayne Preferred Conversion Rate” then in effect (determined as provided in Subsection 3(d)(ii)) by the number of shares of Kayne Preferred Stock being converted.

(ii) Preferred Conversion Rate. The conversion rate in effect at any time for conversion of the Kayne Preferred Stock (the “Kayne Preferred Conversion Rate”) shall be the quotient obtained by dividing (A) the Kayne Preferred Original Issue Price plus any cash dividends that were accrued and unpaid and compounded thereon by (B) eighty percent (80%) of (1) if the Common Stock is listed on a national exchange or quotation system (an “Exchange”) at the time of such conversion, the average of the daily closing prices for the Common Stock for the 20 consecutive full trading days on which such shares are actually traded on such Exchange (as reported by The Wall Street Journal, or, if not reported thereby, any other authoritative source) ending at the close of trading on the date of such conversion, or (2) if the Common Stock is not listed on an Exchange at the time of such conversion, the fair market value of the Common Stock as of the date of such conversion (as determined in good faith by the Board of Directors, including the affirmative approval of at least one of the Kayne Directors).

(iii) Mechanics of Conversion. Each holder of Kayne Preferred Stock who desires to convert the same into shares of Common Stock pursuant to this Subsection 3(d) shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or any transfer agent for the Kayne Preferred Stock, and shall give written notice to the Corporation at such office that such holder elects to convert the same. Such notice shall state the number of shares of Kayne Preferred Stock being converted. Thereupon, the Corporation shall promptly issue and deliver at such office to such holder a certificate or certificates for the number of shares of Common Stock to which such holder is entitled and shall promptly pay (i) at the election of the holder, in cash (at the price set forth in Subsection (d)(ii)(B)(1) or (d)(ii)(B)(2), as applicable) or in Common Stock (at the Kayne

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Preferred Conversion Rate), any accrued and unpaid dividends plus any declared and unpaid dividends on the shares of Kayne Preferred Stock being converted, and (ii) in cash (at the price set forth in Subsection (d)(ii)(B)(1) or (d)(ii)(B)(2), as applicable) the value of any fractional share of Common Stock otherwise issuable to such holder in such conversion. Such conversion shall be deemed to have been made at the close of business on the date of such surrender of the certificates representing the shares of Kayne Preferred Stock to be converted, and the person or entity entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares of Common Stock on such date.

(iv) Reservation of Shares. The Corporation shall at all times when the Kayne Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purpose of effecting the conversion of the Kayne Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Kayne Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Kayne Preferred Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Certificate of Incorporation. Before taking any action which would cause an adjustment reducing the Kayne Preferred Conversion Price below the then par value of the shares of Common Stock issuable upon conversion of the Kayne Preferred Stock, the Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Kayne Preferred Conversion Price.

(v) Taxes. The Corporation shall pay any and all issue and other similar taxes that may be payable in respect of any issuance or delivery of shares of Common Stock upon conversion of shares of Kayne Preferred Stock pursuant to this Section 3(d). The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock in a name other than that in which the shares of Kayne Preferred Stock so converted were registered, and no such issuance or delivery shall be made unless and until the person or entity requesting such issuance has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid

(vi) Adjustment for Merger or Reorganization, etc. Subject to the provisions of Section 3(b), if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Kayne Preferred Stock) is converted into or exchanged for securities, cash or other property, then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Kayne Preferred Stock shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of Kayne Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Corporation) shall be made in the application of the provisions in this Section 3(d) with respect to the rights and interests thereafter of the holders of the Kayne Preferred Stock, to the end that the provisions set forth in this Section 3(d) (including provisions with respect to changes in and other adjustments of the Kayne Preferred Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Kayne Preferred Stock. For the avoidance of doubt, nothing in this Subsection 3(d)(vi) shall be construed as preventing the holders of Kayne Preferred Stock from seeking any appraisal rights to which they are otherwise entitled under the DGCL in connection with a merger triggering an adjustment hereunder, nor shall this Subsection 3(e)(vi) be deemed conclusive evidence of the fair value of the shares of Kayne Preferred Stock in any such appraisal proceeding.

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(vii) Notice of Record Date. In the event:

(1) the Corporation shall take a record of the holders of its Common Stock (or other capital stock or securities at the time issuable upon conversion of the Kayne Preferred Stock) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive any other security; or

(2) of any capital reorganization of the Corporation, any reclassification of the Common Stock of the Corporation, or any Deemed Liquidation Event; or

(3) of the voluntary or involuntary dissolution, liquidation or winding-up of the Corporation,

then, and in each such case, the Corporation will send or cause to be sent to the holders of the Kayne Preferred Stock a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is proposed to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon the conversion of the Kayne Preferred Stock) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable to the Kayne Preferred Stock and the Common Stock. Such notice shall be sent at least ten (10) days prior to the record date or effective date for the event specified in such notice.

(e) Redemption.

(i) Mandatory Redemption. The Corporation shall redeem all (and not less than all) of the outstanding shares of Kayne Preferred Stock for an amount in cash equal to the Kayne Original Issue Price per share, plus any Kayne Preferred Dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon (the “Redemption Price”), on April 30, 2018 (the “Mandatory Redemption Date”).

(ii) Optional Redemption. At any time after April 30, 2014, the Corporation may elect by delivering written notice to the holders of Kayne Preferred Stock at least sixty (60) days prior to the desired date of redemption (the “Optional Redemption Date”; each of the Mandatory Redemption Date and the Optional Redemption Date, a “Redemption Date”) to redeem all (and not less than all) of the outstanding shares of Kayne Preferred Stock for an amount in cash equal to the Redemption Price; provided, however, to the extent that any of the Kayne Preferred Stock has been converted to Common Stock pursuant to Subsection 3(d), the Corporation shall not redeem any of the outstanding shares of Kayne Preferred Stock until such time as (x) Kayne Capital Advisors beneficially owns less than 50% of the aggregate shares of Kayne Conversion Common Stock issued pursuant to Subsection 3(d)(i) and (y) Kayne Capital Advisors has received an amount in cash (or the fair market value of other property, as determined by Kayne Capital Advisors, in good faith) as consideration for the sale of Kayne Conversion Common Stock greater than or equal to the Original Issue Price of all shares of Kayne Preferred Stock originally issued to Kayne Capital Advisors, plus all accrued and unpaid and all declared and unpaid interest thereon. For purposes of Clause (y) in the preceding sentence, shares of Kayne Conversion Common Stock transferred to a person or entity which is not an affiliate of the Transferor shall not be deemed to be beneficially owned by the Kayne Capital Advisors.

(iii) Insufficient Funds. The Corporation shall apply all of its assets to any redemption set forth in Subsections 3(e)(i) and 3(e)(ii), and to no other corporate purpose from and after the Mandatory Redemption Date, except to the extent prohibited by Delaware law governing distributions to stockholders. If Delaware law governing distributions to stockholders prevents the Corporation from redeeming all shares of Kayne Preferred Stock to be

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redeemed, the Corporation shall (A) ratably redeem the maximum number of shares that it may redeem consistent with such law, and shall redeem the remaining shares as soon as it may lawfully do so under such law and (B) take any action necessary or appropriate, to the extent permissible under applicable law, to remove as promptly as practicable any impediments to its ability to redeem the total number of shares of Kayne Preferred Stock required to be so redeemed, including, without limitation, (1) reducing the stated capital of the Corporation or causing a revaluation of the assets of the Corporation under Section 154 of the DGCL to create sufficient surplus to make such redemption and (2) incurring indebtedness necessary to make such redemption. The shares of Kayne Preferred Stock not redeemed shall remain outstanding and entitled to all the rights and preferences provided herein.

(iv) Rights Subsequent to Redemption. If on the applicable Redemption Date the Redemption Price payable upon redemption of the shares of Kayne Preferred Stock to be redeemed on such Redemption Date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that any certificates evidencing any of the shares of Kayne Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Kayne Preferred Stock shall cease to accrue after such Redemption Date and all rights with respect to such shares shall forthwith after the Redemption Date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of any such certificate or certificates therefor.

(v) Redeemed or Otherwise Acquired Shares. Any shares of Kayne Preferred Stock that are redeemed or otherwise acquired by the Corporation or any of its subsidiaries shall be automatically and immediately cancelled and retired and shall not be reissued, sold or transferred. Neither the Corporation nor any of its subsidiaries may exercise any voting or other rights granted to the holders of Kayne Preferred Stock following redemption.

(f) Notices. Any notice required or permitted by the provisions of this Section 3 to be given to a holder of shares of Kayne Preferred Stock shall be mailed, postage prepaid, to the post office address last shown on the records of the Corporation, or given by electronic communication in compliance with the provisions of the General Corporation Law, and shall be deemed sent upon such mailing or electronic transmission.

Section 4. Preferred Stock. Provided that the prior written consent of the holders of a majority of the Kayne Preferred Stock has been obtained pursuant to Section 3(c)(i) hereof, the Board is authorized to provide for the issuance from time to time of additional shares of Preferred Stock in one or more series by filing a certificate of the voting powers, designations, preferences and relative, participating, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, if any, (a “Preferred Stock Certificate of Designation”) pursuant to the applicable provisions of the DGCL, as are stated and expressed in the resolution or resolutions providing for the issuance thereof adopted by the Board (as such resolutions may be amended by a resolution or resolutions subsequently adopted by the Board), and as are not stated and expressed in this Certificate of Incorporation, including, but not limited to, determination of any of the following:

(a) the distinctive designation of the series, whether by number, letter or title, and the number of shares which will constitute the series, which number may be increased or decreased (but not below the number of shares then outstanding and except to the extent otherwise provided in the applicable Preferred Stock Certificate of Designation) from time to time by action of the Board;

(b) the dividend rate, if any, and the times of payment of dividends, if any, on the shares of the series, whether such dividends will be cumulative and, if so, from what date or dates, and the relation which such dividends, if any, shall bear to the dividends payable on any other class or classes of stock;

(c) the price or prices at which, and the terms and conditions on which, the shares of the series may be redeemed at the option of the Corporation;

(d) whether or not the shares of the series will be entitled to the benefit of a retirement or sinking fund to be applied to the purchase or redemption of such shares and, if so entitled, the amount of such fund and the terms and provisions relative to the operation thereof;

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(e) the amounts payable on, and the preferences, if any, of the shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation;

(f) whether or not the shares of the series will be convertible into, or exchangeable for, any other shares of stock of the Corporation or other securities and, if so convertible or exchangeable, the conversion price or prices, or the rates of exchange, and any adjustments thereof, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange;

(g) whether or not the shares of the series will have priority over or be on a parity with or be junior to the shares of any other series or class of stock in any respect, or will be entitled to the benefit of limitations restricting the issuance of shares of any other series or class of stock, restricting the payment of dividends on or the making of other distributions in respect of shares of any other series or class of stock ranking junior to the shares of the series as to dividends or assets, or restricting the purchase or redemption of the shares of any such junior series or class, and the terms of any such restriction;

(h) whether or not the shares of the series will have voting rights in addition to any voting rights provided and, if so, the terms of such voting rights; and

(i) any other terms of the shares of the series.

ARTICLE V

DIRECTORS

Section 1. General Powers. Except as otherwise provided by applicable law or this Certificate of Incorporation, in each case as the same may be amended and supplemented, the business and affairs of the Corporation shall be managed by or under the direction of the Board.

Section 2. Number of Directors. The number of directors that shall constitute the whole Board shall be as determined from time to time solely by a majority of the Board; provided, that in no event shall the total number of directors constituting the entire Board be less than three (3) nor more than fifteen (15). The number of directors on the Board shall initially be seven (7).

Section 3. Classes of Directors; Term of Office.

(a) For so long as any shares of Kayne Preferred Stock remain outstanding, the holders of Kayne Preferred Stock, exclusively and as a separate class, shall be entitled to elect two (2) members of the Board of Directors (the “Kayne Directors”) at each meeting or pursuant to each written consent of the Corporation’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such director. The Kayne Directors may be removed without cause by, and only by, the affirmative vote of a majority of the holders of the shares of Kayne Preferred Stock, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. Any person serving as a Kayne Director shall, automatically and without any further action by the Board of Directors or stockholders of the Corporation, cease to be qualified to serve as, and cease to be a director of, the Corporation when no shares of Kayne Preferred Stock are outstanding.

(b) The holders of Common Stock, exclusively and as a separate class, shall be entitled to elect all remaining members of the Board of Directors that are up for election (the “Common Directors”) at each meeting of the Corporation’s stockholders for the election of directors, and to remove from office such directors.

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(c) If the holders of shares of Kayne Preferred Stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to Subsection 3(a), then any directorship not so filled shall remain vacant until such time as the holders of the Kayne Preferred Stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class.

Section 4. The Common Directors. The Common Directors shall be and are divided into three classes, as nearly equal in number as possible, designated: Class I, Class II and Class III. In case of any increase or decrease, from time to time, in the number of Common Directors, the number of Common Directors in each class shall be apportioned as nearly equal as possible. No decrease in the number of directors shall shorten the term of any incumbent director.

Each Common Director shall serve for a term ending on the date of the third annual meeting following the annual meeting at which such director was elected; provided, that each director initially appointed to Class I shall serve for a term expiring at the Corporation’s annual meeting of stockholders held in 2015; each director initially appointed to Class II shall serve for a term expiring at the Corporation’s annual meeting of stockholders held in 2016; and each director initially appointed to Class III shall serve for a term expiring at the Corporation’s annual meeting of stockholders held in 2017; provided, further, that the term of each director shall continue until the election and qualification of his successor and be subject to his earlier death, resignation or removal.

The initial members of the Board of Directors, and the class to which each such director belongs, shall be as set forth in Annex I to that certain Agreement and Plan of Merger dated as of November 27, 2013, by and among Hyde Park Acquisition Corp. II, Santa Maria Energy Corporation, HPAC Merger Sub, Inc., SME Merger Sub, LLC, and Santa Maria Energy Holdings, LLC (the “Merger Agreement”).

In case of any increase or decrease, from time to time, in the number of directors (other than Preferred Stock Directors), the number of directors in each class shall be apportioned as nearly equal as possible.

Section 5. Quorum. Except as otherwise provided by law, this Certificate of Incorporation or the bylaws of the Corporation (the “Bylaws”), a majority of the total number of directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board, but in no event shall less than one-third of the directors constitute a quorum. A majority of the directors present (though less than such quorum) may adjourn the meeting from time to time without further notice.

Section 6. Manner of Acting. Every act or decision done or made by the majority of the directors present at a meeting at which a quorum is present shall be regarded as the act of the Board, unless the act of a greater number is required by law, this Certificate of Incorporation or the Bylaws, in each case as the same may be amended and supplemented.

Section 7. Vacancies. Subject to the rights of the holders of Preferred Stock, any vacancy or newly created directorships in the Board, however occurring, shall be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, except as otherwise provided by law, and shall not be filled by the stockholders of the Corporation; provided, however, that only the holders of the Kayne Preferred Stock, in accordance with Section 3(a), shall be entitled to fill a vacancy in the seats held by the Kayne Directors. A director elected to fill a vacancy shall hold office until the next election of the class for which such director shall have been chosen, subject to the election and qualification of a successor and to such director’s earlier death, resignation or removal.

If any applicable provision of the DGCL expressly confers power on stockholders to fill such a directorship at a special meeting of stockholders, such a directorship may be filled at such meeting only by the affirmative vote of the holders of a majority of the votes which all the stockholders would be entitled to cast in any annual election of directors or class of directors.

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Section 8. Removal of Common Directors and Resignation of Directors. Common Directors may be removed only for cause, and only by the affirmative vote of the holders of at least 66 ²⁄₃% of the votes which all the stockholders would be entitled to cast in any annual election of directors or class of directors. A director may resign at any time by filing his written resignation with the secretary of the Corporation.

ARTICLE VI

POWERS OF THE BOARD OF DIRECTORS

In furtherance and not in limitation of the rights, powers, privileges and discretionary authority granted or conferred by statute, the Board is expressly authorized to:

(a) provided that the prior written consent of the holders of at least a majority of the outstanding shares of Kayne Preferred Stock has been obtained pursuant to Article IV, Section 3(c)(i), if applicable, make, alter, amend or repeal the Bylaws, without any action on the part of the stockholders of the Corporation and subject to any limitations that may be contained in such Bylaws, but any Bylaws adopted by the Board may be amended, modified or repealed by the stockholders entitled to vote thereon; and

(b) from time to time to determine whether and to what extent, and at what times and places, and under what conditions and regulations, the accounts and books of the Corporation, or any of them, shall be open to inspection of stockholders; and, except as so determined or as expressly provided in this Certificate of Incorporation or in any Preferred Stock Certificate of Designation, no stockholder shall have any right to inspect any account, book or document of the Corporation other than such rights as may be conferred by applicable law.

ARTICLE VII

ACTION BY WRITTEN CONSENT

Any action required or permitted to be taken by the holders of the Common Stock of the Corporation must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent or consents in writing by stockholders.

ARTICLE VIII

SPECIAL MEETINGS; WRITTEN BALLOT

Except as otherwise required by law and subject to the rights of the holders of any series of Preferred Stock and the rights of the holders of the Kayne Preferred Stock pursuant to Article IV, Section 3(c)(i), special meetings of the stockholders of the Corporation may be called only by the Chairman of the Board or the Board pursuant to a resolution approved by the Board, and special meetings may not be called by any other person or persons. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Unless and except to the extent that the bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.

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ARTICLE IX

LIMITED LIABILITY

To the extent permitted by the DGCL, a director of the Corporation will not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (or any successor provision thereto), or (iv) for any transaction from which the director derived any improper personal benefit. Any repeal or amendment or modification of this Article IX by the stockholders of the Corporation or by changes in applicable law, or the adoption of any provision of this Certificate of Incorporation inconsistent with this Article IX, will, to the extent permitted by applicable law, be prospective only, and will not adversely affect any limitation on the personal liability of any director of the Corporation at the time of such repeal or amendment or modification or adoption of such inconsistent provision. If any provision of the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of our directors will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

ARTICLE X

INDEMNIFICATION; ADVANCEMENT

(a) Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was, at any time during which this Certificate of Incorporation is in effect (whether or not such person continues to serve in such capacity at the time any indemnification or payment of expenses pursuant hereto is sought or at the time any proceeding relating thereto exists or is brought), a director or officer of the Corporation or is or was at any such time serving at the request of the Corporation as a director, officer, trustee, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by the Corporation (hereinafter, an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, trustee, employee or agent or in any other capacity while serving as a director, officer, trustee, employee or agent, shall be (and shall be deemed to have a contractual right to be) indemnified and held harmless by the Corporation (and any successor of the Corporation by merger or otherwise) to the fullest extent authorized by the DGCL as the same exists or may hereafter be amended or modified from time to time against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, trustee, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in paragraph (c) of this Article X, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board. The right to indemnification conferred in this Article X shall include the right, without the need for any action by the Board, to be paid by the Corporation (and any successor of the Corporation by merger or otherwise) the expenses incurred in defending any such proceeding in advance of its final disposition, such advances to be paid by the Corporation within twenty (20) days after the receipt by the Corporation of a statement or statements from the claimant requesting such advance or advances from time to time; provided, however, that if the DGCL requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter, the “undertaking”) by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal (a “final disposition”) that such director or officer is not entitled to

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be indemnified for such expenses under this Article X or otherwise. The rights conferred upon indemnitees in this Article X shall be contract rights between the Corporation and each indemnitee to whom such rights are extended that vest at the commencement of such person’s service to or at the request of the Corporation and all such rights shall continue as to an indemnitee who has ceased to be a director or officer of the Corporation or ceased to serve at the Corporation’s request as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, as described herein, and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.

(b) To obtain indemnification under this Article X, a claimant shall submit to the Corporation a written request, including therein or therewith such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is entitled to indemnification. Upon written request by a claimant for indemnification pursuant to the first sentence of this paragraph (b), a determination, if required by applicable law, with respect to the claimant’s entitlement thereto shall be made as follows if there is a dispute between the Corporation and the claimant with respect to the claimant’s rights to indemnification hereunder: (i) if requested by the claimant, by Independent Counsel (as hereinafter defined), or (ii) if no request is made by the claimant for a determination by Independent Counsel, (A) by the Board by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined), (B) if a quorum of the Board consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel (as hereinafter defined) in a written opinion to the Board, a copy of which shall be delivered to the claimant, or (C) if a quorum of Disinterested Directors so directs, by a majority of the stockholders of the Corporation by Independent Counsel. In the event the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected by the Board unless there shall have occurred within two years prior to the date of the commencement of the action, suit or proceeding for which indemnification is claimed a “Change of Control” as defined in the Santa Maria Energy Corporation 2014 Performance Incentive Plan in which case the Independent Counsel shall be selected by the claimant unless the claimant shall request that such selection be made by the Board. If it is so determined that the claimant is entitled to indemnification, payment to the claimant shall be made within ten (10) days after such determination.

(c) If a claim under paragraph (a) of this Article X is not paid in full by the Corporation within thirty (30) days after a written claim pursuant to paragraph (b) of this Article X has been received by the Corporation (except in the case of a claim for advancement of expenses, for which the applicable period is twenty (20) days), the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action that the claimant has not met the standard of conduct which makes it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed or that the claimant is not entitled to the requested advancement of expenses, but (except where the required undertaking, if any, has not been tendered to the Corporation) the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board, Independent Counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board, Independent Counsel or stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(d) If a determination shall have been made pursuant to paragraph (b) of this Article X that the claimant is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to paragraph (c) of this Article X.

(e) The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to paragraph (c) of this Article X that the procedures and presumptions of this Article X are not valid, binding and enforceable and shall stipulate in such proceeding that the Corporation is bound by all the provisions of this Article X.

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(f) The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article X: (i) shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of this Certificate of Incorporation, Bylaws, agreement, vote of stockholders or Disinterested Directors or otherwise and (ii) cannot be terminated by the Corporation, the Board or the stockholders of the Corporation with respect to a person’s service prior to the date of such termination. Any amendment, modification, alteration or repeal of this Article X that in any way diminishes, limits, restricts, adversely affects or eliminates any right of an indemnitee or his or her successors to indemnification, advancement of expenses or otherwise shall be prospective only and shall not, without the written consent of the indemnitee, in any way diminish, limit, restrict, adversely affect or eliminate any such right with respect to any actual or alleged state of facts, occurrence, action or omission then or previously existing, or any action, suit or proceeding previously or thereafter brought or threatened based in whole or in part upon any such actual or alleged state of facts, occurrence, action or omission.

(g) The Corporation may maintain insurance, at its expense, to protect itself and any current or former director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL. To the extent that the Corporation maintains any policy or policies providing such insurance, each such current or former director or officer, and each such agent or employee to which rights to indemnification have been granted as provided in paragraph (h) of this Article X, shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage thereunder for any such current or former director, officer, employee or agent.

(h) The Corporation may, to the extent authorized from time to time by the Board or the Chief Executive Officer, grant rights to indemnification, and rights to be paid by the Corporation the expenses incurred in connection with any proceeding in advance of its final disposition, to any current or former employee or agent of the Corporation to the fullest extent of the provisions of this Article X with respect to the indemnification and advancement of expenses of current or former directors and officers of the Corporation.

(i) If any provision or provisions of this Article X shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Article X (including, without limitation, each portion of any paragraph of this Article X containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Article X (including, without limitation, each such portion of any paragraph of this Article X containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

(j) For purposes of this Article X:

(i) “Disinterested Director” means a director of the Corporation who is not and was not a party to the matter in respect of which indemnification is sought by the claimant.

(ii) “Independent Counsel” means a law firm, a member of a law firm, or an independent practitioner, that is experienced in matters of corporate law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Corporation or the claimant in an action to determine the claimant’s rights under this Article X.

(k) Any notice, request or other communication required or permitted to be given to the Corporation under this Article X shall be in writing and either delivered in person or sent by telecopy, telex, telegram, overnight mail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the Corporation and shall be effective only upon receipt by the Secretary.

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ARTICLE XI

AMENDMENT

The Corporation reserves the right at any time from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article XI.

Except as set forth in Section 3 of Article IV of this Certificate of Incorporation, the affirmative vote of the holders of at least 66 ²⁄₃% in voting power of all the shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to modify, amend or repeal, this Certificate of Incorporation.

In furtherance and not in limitation of the powers conferred upon it by the laws of the State of Delaware, except as set forth in Section 3 of Article IV of this Certificate of Incorporation, if applicable, the Board of Directors shall have the power to adopt, amend, alter or repeal the Bylaws. Except as set forth in Section 3 of Article IV of this Certificate of Incorporation, if applicable, the Bylaws may also be adopted, amended, altered or repealed by the affirmative vote of the holders of at least 66 ²⁄₃% of the total number of shares of Common Stock outstanding.

ARTICLE XII

SEVERABILITY

If any provision or provisions of this Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of this Certificate of Incorporation (including, without limitation, each such portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law.

ARTICLE XIII

FORUM SELECTION

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL, or (d) any action asserting a claim governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. Any person or entity purchasing or otherwise acquiring any interest in any share of capital stock of the Corporation shall be deemed to have notice of and consent to the provisions of this Article XIII.

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ARTICLE XIV

TRANSFER RESTRICTIONS

(a) Definitions. For purposes of this Article XIV, the following terms shall have the following meanings:

“Closing Date” shall have the meaning ascribed to such term in Section (d) of this Article XIV.

“Former Interestholder” shall mean each Initial Shareholder, Sponsor Shareholder and Former SME Unitholder.

“Former SME Unitholder” shall mean each member of Santa Maria Energy Holdings, LLC that received Common Stock as consideration pursuant to the Mergers.

“Hyde Park” shall mean Hyde Park Acquisition Corp. II.

“Hyde Park IPO” shall mean the initial public offering of Hyde Park.

“Initial Shareholders” means the holders of Initial Shares and their transferees.

“Initial Shares” means 2,156,250 shares of Hyde Park Common Stock acquired by the sponsors of Hyde Park for an aggregate purchase price of $25,000, or approximately $0.01 per share of Common Stock, prior to the consummation of the Hyde Park IPO.

“Lock-Up Periods” shall have the meaning ascribed to such term in Section (d) of this Article XIV.

“Mergers” shall mean the mergers contemplated by that certain Agreement and Plan of Merger, dated as of November 27, 2013, by and among Hyde Park, Santa Maria Energy Corporation, HPAC Merger Sub, Inc., SME Merger Sub, LLC and Santa Maria Energy Holdings, LLC, as such agreement may be amended from time to time.

“One-Year Lock-Up Period” shall have the meaning ascribed to such term in Section (d) of this Article XIV.

“Restricted Shares” shall have the meaning ascribed to such term in Section (d) of this Article XIV.

“Sponsor Shareholders” means the holders of the Sponsors’ Shares and their transferees.

“Sponsors’ Shares” means 693,750 shares of Hyde Park Common Stock that were acquired by the sponsors of Hyde Park at a price of $10.00 per share in a private placement that closed simultaneously with the consummation of the Hyde Park IPO.

“Thirty-Day Lock-Up Period” shall have the meaning ascribed to such term in Section (d) of this Article XIV.

(b) Transfer Restrictions. The provisions of this Article XIV are intended to assure that Former Interestholders do not transfer their shares of Common Stock during the applicable Lock-Up Periods. The Board is hereby authorized to effect any and all measures necessary or desirable (consistent with this Certificate of Incorporation and applicable law) to fulfill the purpose and implement the provisions of this Article XIV.

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(c) Stock Certificates. To fulfill the purpose and implement the provisions of this Article XIV, the Corporation may take any of the following measures: (i) developing issuance, transfer, redemption, escrow and legend notice provisions and procedures regarding certificated and uncertificated shares of Common Stock and (ii) mandating that all Common Stock certificates issued by the Corporation include the following or other appropriate legend reflecting the provisions of this Article XIV or, in the case of uncertificated shares, sending to the record holder thereof a written notice containing the information set forth in the applicable legend within a reasonable time after the issuance or transfer thereof in accordance with Section 151(f) of the DGCL:

PURSUANT TO THE TERMS AND PROVISIONS OF ARTICLE XIV OF THE CORPORATION’S CERTIFICATE OF INCORPORATION, AS SUCH MAY BE AMENDED FROM TIME TO TIME, TRANSFERS OF SHARES OF THE CORPORATION’S COMMON STOCK ARE RESTRICTED. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A COPY OF THE CORPORATION’S CERTIFICATE OF INCORPORATION.

(d) Lock-Up Periods. During the period commencing on the closing date of the Mergers (the “Closing Date”) and until the earlier of: (i) the Corporation’s consummation of a liquidation, merger, share exchange or other similar transaction that results in all of the Corporation’s stockholders having the right to exchange the shares of Common Stock held by each stockholder for cash, securities or other property following the Closing Date and (ii) (y) in respect of the Sponsor Shareholders, thirty days after the Closing Date (the “Thirty-Day Lock-Up Period”) or (z) in respect of the Initial Shareholders and the Former SME Unitholders, one year after the Closing Date (the “One-Year Lock-Up Period” and, together with the Thirty-Day Lock-Up Period, the “Lock-Up Periods”), each Former Interestholder shall not (A) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, with respect to any shares of Common Stock that such Former Interestholder received as consideration pursuant to the Mergers (the “Restricted Shares”), (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Shares or any securities convertible into, or exercisable, or exchangeable for, the Restricted Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (C) publicly announce any intention to effect any transaction specified in clause (A) or (B); provided, however, if the Corporation’s share price reaches or exceeds $12.50 per share for any 20 trading days within any 30-trading day period during the Lock-Up Periods, 50% of each Former Interestholder’s Restricted Shares will be released from the lock-up and, if the Corporation’s share price reaches or exceeds $15.00 per share for any 20 trading days within any 30-trading day period during the Lock-Up Periods, the remaining 50% of each Former Interestholder’s Restricted Shares shall be released from the lock-up (as such price of $12.50 and $15.00 may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like).

(e) Notwithstanding the foregoing, each Former Interestholder may transfer the Restricted Shares or any securities convertible into, or exercisable, or exchangeable for, Restricted Shares (i) if the Former Interestholder is an entity, as a distribution to partners, members or stockholders of the Former Interestholder upon the liquidation and dissolution of the Former Interestholder, (ii) by bona fide gift to a member of the Former Interestholder’s immediate family or to a trust, the beneficiary of which is the Former Interestholder or a member of the Former Interestholder’s immediate family for estate planning purposes, (iii) by virtue of the laws of descent and distribution upon death of the Former Interestholder, (iv) pursuant to a qualified domestic relations order; (v) pursuant to a firmly written secondary offering of Common Stock offered by the Corporation, which the Corporation may do in its sole discretion; or (vi) if the Board, by resolution adopted by the Board, releases or waives the Former Interestholders from the restrictions found in this Article XIV; provided, however, that, in the cases of clauses (i) through (iv), these permitted transferees enter into a written agreement with the Corporation agreeing to be bound by the transfer restrictions in this Article XIV.

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(f) Any purported transfer of Restricted Shares (excluding, for the avoidance of doubt, the original issuance of such shares by the Corporation), shall be void and ineffective, and, to the extent that the Corporation knows of any such purported transfer, neither the Corporation nor its transfer agent (if any) shall register such purported transfer on the stock transfer records of the Corporation and neither the Corporation nor its transfer agent (if any) shall recognize the purported transferee thereof as a stockholder of the Corporation for any purpose whatsoever except to the extent necessary to effect any remedy available to the Corporation under this Article XIV. In no event shall any such registration or recognition make such purported transfer effective unless the Board shall have expressly and specifically authorized the same.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be duly executed this [    ] day of [                    ], 20        .

SANTA MARIA ENERGY CORPORATION
By:
Name:	[                    ]
Title:	[                    ]

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ANNEX C

AMENDED AND RESTATED BYLAWS

OF

SANTA MARIA ENERGY CORPORATION

ARTICLE I.

OFFICES AND RECORDS

SECTION 1.1 Delaware Office. The registered office of Santa Maria Energy Corporation (the “Corporation”) in the State of Delaware shall be located in the City of Camden, County of Kent, and the name and address of its registered agent is c/o Paracorp Incorporated, 2140 South Dupont Highway, in Camden, Delaware, 19934.

SECTION 1.2 Other Offices. The Corporation may have such other offices, either within or without the State of Delaware, as the Board of Directors of the Corporation (the “Board of Directors”) may designate or as the business of the Corporation may from time to time require.

SECTION 1.3 Books and Records. The books and records of the Corporation may be kept outside the State of Delaware at such place or places as may from time to time be designated by the Board of Directors.

ARTICLE II.

STOCKHOLDERS

SECTION 2.1 Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held on such date and at such place and time as may be fixed by resolution of the Board of Directors.

SECTION 2.2 Special Meeting. Subject to the rights of the holders of any series of stock having a preference over the Common Stock of the Corporation as to dividends or upon liquidation (“Preferred Stock”) with respect to such series of Preferred Stock, special meetings of the stockholders may be called only by the Chairman of the Board or by a majority of the total number of directors which the Corporation would have if there were no vacancies (the “Whole Board”) pursuant to a resolution approved by the Board of Directors. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

SECTION 2.3 Place of Meeting. The Board of Directors or the Chairman of the Board, as the case may be, may designate the place of meeting for any annual meeting or for any special meeting of the stockholders called by the Board of Directors or the Chairman of the Board. If no designation is so made, the place of meeting shall be the principal office of the Corporation.

SECTION 2.4 Notice of Meeting. Written or printed notice, stating the place, date and time of the

meeting and the purpose or purposes for which the meeting is called, shall be delivered by the Corporation not less than ten (10) days nor more than sixty (60) days before the date of the meeting, either personally, by electronic transmission in the manner provided in Section 232 of the General Corporation Law of the State of Delaware (the “DGCL”)(except to the extent prohibited by Section 232(e) of the DGCL) or by mail, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at his or her address as it appears on the stock transfer books of the Corporation. If notice is given by electronic transmission, such notice shall be deemed to be given at the times provided in the DGCL. Such further notice shall be given as may be required by law. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Meetings may be held without notice if all stockholders entitled to vote are present, or if notice is waived by those not present in accordance with Section 6.4 of these Bylaws. Any previously scheduled meeting of the stockholders may be postponed, and (unless otherwise provided in the Amended and Restated Certificate of Incorporation, as may be amended from

time to time (the “Certificate of Incorporation”)) any special meeting of the stockholders may be cancelled, by resolution of the Board of Directors upon public notice given prior to the date previously scheduled for such meeting of stockholders.

SECTION 2.5 Quorum and Adjournment. Except as otherwise provided by law or by the Certificate of Incorporation, the holders of a majority of the outstanding shares of the Corporation entitled to vote generally in the election of directors (the “Voting Stock”), represented in person or by proxy, shall constitute a quorum at a meeting of stockholders, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of a majority of the shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. The Chairman of the meeting, the Chief Executive Officer or a President may adjourn the meeting from time to time, whether or not there is such a quorum. No notice of the time and place of adjourned meetings need be given except as required by law. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted that might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof. The stockholders present at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

SECTION 2.6 Proxies. At all meetings of stockholders, a stockholder may vote by proxy executed in writing (or in such manner prescribed by the DGCL) by the stockholder, or by his or her duly authorized attorney in fact.

SECTION 2.7 Notice of Stockholder Business and Nominations.

(A) Annual Meetings of Stockholders.

(1) At any annual meeting of the stockholders, only such nominations of persons for election to the Board of Directors and only other business shall be considered or conducted, as shall have been properly brought before the meeting. For nominations to be properly made at an annual meeting, and proposals of other business to be properly brought before an annual meeting, nominations and proposals of other business must be: (a) pursuant to the Corporation’s notice of meeting, (b) by or at the direction of the Board of Directors or (c) by any stockholder of the Corporation who (i) was a stockholder of record at the time of giving of notice provided for in this Bylaw and at the time of the annual meeting, (ii) is entitled to vote at the meeting and (iii) complies with the notice procedures set forth in this Bylaw as to such business or nomination; clause (c) shall be the exclusive means for a stockholder to make nominations or submit other business (other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and included in the Corporation’s notice of meeting) before an annual meeting of stockholders.

(2) Without qualification or limitation, for any nominations or any other business to be properly brought before an annual meeting by a stockholder pursuant to paragraph (A)(1)(c) of this Bylaw, the stockholder must have given timely notice thereof in writing to the Secretary and such other business must otherwise be a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120^th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120^th day prior to the date of such annual meeting and not later than the close of business on the later of the 90^th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall any adjournment or postponement of an annual meeting or the

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announcement thereof commence a new time period for the giving of a stockholder’s notice as described above. In addition, to be timely, a stockholder’s notice shall further be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for the meeting in the case of the update and supplement required to be made as of the record date, and not later than eight (8) business days prior to the date for the meeting, any adjournment or postponement thereof in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof. To be in proper form, a stockholder’s notice (whether given pursuant to this paragraph (A)(2) or paragraph (B)) to the Secretary must: (a) set forth, as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, of such beneficial owner, if any, and of their respective affiliates or associates or others acting in concert therewith, (ii) (A) the class or series and number of shares of the Corporation which are, directly or indirectly, owned beneficially and of record by such stockholder, such beneficial owner, and of their respective affiliates or associates or others acting in concert therewith, (B) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, any derivative or synthetic arrangement having the characteristics of a long position in any class or series of shares of the Corporation, or any contract, derivative, swap or other transaction or series of transactions designed to produce economic benefits and risks that correspond substantially to the ownership of any class or series of shares of the Corporation, including due to the fact that the value of such contract, derivative, swap or other transaction or series of transactions is determined by reference to the price, value or volatility of any class or series of shares of the Corporation, whether or not such instrument, contract or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise, through the delivery of cash or other property, or otherwise, and without regard of whether the stockholder of record, the beneficial owner, if any, or any affiliates or associates or others acting in concert therewith, may have entered into transactions that hedge or mitigate the economic effect of such instrument, contract or right (any of the foregoing, a “Derivative Instrument”) directly or indirectly owned beneficially by such stockholder, the beneficial owner, if any, or any affiliates or associates or others acting in concert therewith and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation, (C) any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder has a right to vote any shares of any security of the Corporation, (D) any contract, arrangement, understanding, relationship or otherwise, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in, directly or indirectly, by such stockholder, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of any class or series of the shares of the Corporation by, manage the risk of share price changes for, or increase or decrease the voting power of, such stockholder with respect to any class or series of the shares of the Corporation, or which provides, directly or indirectly, the opportunity to profit or share in any profit derived from any decrease in the price or value of any security of the Corporation (any of the foregoing, a “Short Interest”), (E) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder that are separated or separable from the underlying shares of the Corporation, (F) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership, (G) any performance-related fees (other than an asset- based fee) that such stockholder is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice, including without

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limitation any such interests held by members of such stockholder’s immediate family sharing the same household, (H) any significant equity interests or any Derivative Instruments or Short Interests in any principal competitor of the Corporation held by such stockholder, and (I) any direct or indirect interest of such stockholder in any contract with the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), and (iii) any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement and form of proxy or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; (b) if the notice relates to any business other than a nomination of a director or directors that the stockholder proposes to bring before the meeting, set forth (i) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such stockholder and beneficial owner, if any, in such business, (ii) the text of the proposal or business (including the text of any resolutions proposed for consideration) and (ii) a description of all agreements, arrangements and understandings between such stockholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such stockholder; (c) set forth, as to each person, if any, whom the stockholder proposes to nominate for election or reelection to the Board of Directors (i) all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected) and (ii) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; and (d) with respect to each nominee for election or reelection to the Board of Directors, include a completed and signed questionnaire, representation and agreement required by Section 2.8 of these Bylaws. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.

(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of this Bylaw to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Bylaw shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation.

(B) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting or otherwise by or at the direction of the Board of Directors. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected

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pursuant to the Corporation’s notice of meeting (a) by or at the direction of the Board of Directors or (b) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who (i) is a stockholder of record at the time of giving of notice provided for in this Bylaw and at the time of the special meeting, (ii) is entitled to vote at the meeting, and (iii) complies with the notice procedures set forth in this Bylaw as to such nomination. The immediately preceding sentence shall be the exclusive means for a stockholder to make nominations (other than matters properly brought under Rule 14a-8 under the Exchange Act and included in the Corporation’s notice of meeting) before a special meeting of stockholders. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by paragraph (A)(2) of this Bylaw with respect to any nomination (including the completed and signed questionnaire, representation and agreement required by Section 2.8 of this Bylaw) shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120^th day prior to the date of such special meeting and not later than the close of business on the later of the 90th day prior to the date of such special meeting or, if the first public announcement of the date of such special meeting is less than 100 days prior to the date of such special meeting, the 10^th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall any adjournment or postponement of a special meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above.

(C) General.

(1) Only such persons who are nominated in accordance with the procedures set forth in this Bylaw shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Bylaw. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the Chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Bylaw and, if any proposed nomination or business is not in compliance with this Bylaw, to declare that such defective proposal or nomination shall be disregarded. Unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to make a nomination or present a proposal of other business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Bylaw, to be considered a qualified representative of the stockholder, a person must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

(2) For purposes of this Bylaw, “public announcement” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

(3) Notwithstanding the foregoing provisions of this Bylaw, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Bylaw; provided, however, that any references in these Bylaws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to nominations or proposals as to any other business to be considered pursuant to paragraph (A)(1)(c) or paragraph (B) of this Bylaw. Nothing in this Bylaw shall be deemed to affect

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any rights (i) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of Preferred Stock if and to the extent provided for under law, the Certificate of Incorporation or these Bylaws. Subject to Rule 14a-8 under the Exchange Act, nothing in these Bylaws shall be construed to permit any stockholder, or give any stockholder the right, to include or have disseminated or described in the Corporation’s proxy statement any nomination of director or directors or any other business proposal.

SECTION 2.8 Submission of Questionnaire, Representation and Agreement. To be eligible to be a nominee for election or reelection as a director of the Corporation, a person must deliver (in accordance with the time periods prescribed for delivery of notice under Section 2.7 of these Bylaws) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (A) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (2) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein and (C) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation.

SECTION 2.9 Procedure for Election of Directors; Required Vote. Election of directors at all meetings of the stockholders at which directors are to be elected shall be by ballot, and, subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, a plurality of the votes cast at any meeting for the election of directors at which a quorum is present shall elect directors. Except as otherwise provided by law, the Certificate of Incorporation, or these Bylaws, in all matters other than the election of directors, the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the act of the stockholders.

SECTION 2.10 Inspectors of Elections; Opening and Closing the Polls. The Board of Directors by resolution shall appoint one or more inspectors, which inspector or inspectors may include individuals who serve the Corporation in other capacities, including, without limitation, as officers, employees, agents or representatives, to act at the meetings of stockholders and make a written report thereof. One or more persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been appointed to act or is able to act at a meeting of stockholders, the Chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall have the duties prescribed by law.

The Chairman of the meeting shall fix and announce at the meeting the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting.

SECTION 2.11 Action Without Meeting. No action shall be taken by the stockholders except at an annual or special meeting of stockholders called in accordance with these Bylaws, and no action shall be taken by the stockholders by written consent or electronic transmission.

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SECTION 2.12 Remote Meetings. If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication:

(A) participate in a meeting of stockholders; and

(B) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication; provided, that (i) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (ii) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

In the case of any annual meeting of stockholders or any special meeting of stockholders called upon order of the Board of Directors, the Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communications as authorized by this Section 2.12.

ARTICLE III.

BOARD OF DIRECTORS

SECTION 3.1 General Powers. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders.

SECTION 3.2 Number, Tenure and Qualifications. Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the Whole Board. Commencing with the date of these Bylaws, the directors, other than those who may be elected by the holders of any series of Preferred Stock under specified circumstances, shall be divided, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as is reasonably possible, with the term of office of the first class to expire at the 2015 annual meeting of stockholders, the term of office of the second class to expire at the 2016 annual meeting of stockholders and the term of office of the third class to expire at the 2017 annual meeting of stockholders, with each director to hold office until his or her successor shall have been duly elected and qualified. At each annual meeting of stockholders, commencing with the 2015 annual meeting, (i) directors elected to succeed those directors whose terms then expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election, with each director to hold office until his or her successor shall have been duly elected and qualified, and (ii) if authorized by a resolution of the Board of Directors, directors may be elected to fill any vacancy on the Board of Directors, regardless of how such vacancy shall have been created.

SECTION 3.3 Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the Annual Meeting of Stockholders. The Board of Directors may, by resolution, provide the time and place for the holding of additional regular meetings without other notice than such resolution.

SECTION 3.4 Special Meetings. Subject to the notice requirements in Section 3.5, special meetings of the Board of Directors shall be called at the request of the Chairman of the Board or a majority of the Board of Directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix the place and time of the meetings.

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SECTION 3.5 Notice. Notice of any special meeting of directors shall be given to each director at his or her business or residence in writing by hand delivery, first-class or overnight mail or courier service, facsimile or electronic transmission, or orally by telephone. If mailed by first-class mail, such notice shall be deemed adequately delivered when deposited in the United States mails so addressed, with postage thereon prepaid, at least five (5) days before such meeting. If by overnight mail or courier service, such notice shall be deemed adequately delivered when the notice is delivered to the overnight mail or courier service company at least twenty-four (24) hours before such meeting. If by facsimile or electronic transmission, such notice shall be deemed adequately delivered when the notice is transmitted at least twelve (12) hours before such meeting. If by telephone or by hand delivery, the notice shall be given at least twelve (12) hours prior to the time set for the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of such meeting, except for amendments to these Bylaws, as provided under Section 8.1. A meeting may be held at any time without notice if all the directors are present or if those not present waive notice of the meeting in accordance with Section 6.4 of these Bylaws.

SECTION 3.6 Action by Consent of Board of Directors. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

SECTION 3.7 Conference Telephone Meetings. Members of the Board of Directors, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

SECTION 3.8 Quorum. A majority of the members of the Whole Board shall constitute a quorum for the transaction of business. If at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting without further notice. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the Certificate of Incorporation or these Bylaws shall require the vote of a greater number. The directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

SECTION 3.9 Vacancies. Subject to applicable law and the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, and unless the Board of Directors otherwise determines, vacancies resulting from death, resignation, retirement, disqualification, removal from office or other cause, and newly created directorships resulting from any increase in the authorized number of directors, may be filled only by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors, and directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which they have been elected expires and until such director’s successor shall have been duly elected and qualified. No decrease in the number of authorized directors constituting the Whole Board shall shorten the term of any incumbent director.

SECTION 3.10 Executive and Other Committees. The Board of Directors may, by resolution adopted by a majority of the Whole Board, designate an Executive Committee to exercise, subject to applicable provisions of law, all the powers of the Board in the management of the business and affairs of the Corporation when the Board is not in session, including without limitation the power to declare dividends, to authorize the issuance of the Corporation’s capital stock and to adopt a certificate of ownership and merger pursuant to Section 253 of the DGCL, and may, by resolution similarly adopted, designate one or more other committees. The Executive Committee and each such other committee shall consist of two or more directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or

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disqualified member at any meeting of the committee. Any such committee, other than the Executive Committee (the powers of which are expressly provided for herein), may to the extent permitted by law exercise such powers and shall have such responsibilities as shall be specified in the designating resolution. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Each committee shall keep written minutes of its proceedings and shall report such proceedings to the Board when required.

A majority of any committee may determine its action and fix the time and place of its meetings, unless the Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 3.5 of these Bylaws. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Board from appointing one or more committees consisting in whole or in part of persons who are not directors of the Corporation; provided, however, that no such committee shall have or may exercise any authority of the Board.

SECTION 3.11 Records. The Board of Directors shall cause to be kept a record containing the minutes of the proceedings of the meetings of the Board and of the stockholders, appropriate stock books and registers and such books of records and accounts as may be necessary for the proper conduct of the business of the Corporation.

ARTICLE IV.

OFFICERS

SECTION 4.1 Officers. The elected officers of the Corporation shall be a Chairman of the Board, a Chief Executive Officer, a President, a Chief Financial Officer, a Chief Accounting Officer, a Treasurer, a Secretary and any other officers of the Corporation that report directly to the Chief Executive Officer, all of whom shall be elected by the Board of Directors and shall hold office until their successors are duly elected and qualified. The Chairman of the Board shall be chosen from among the directors. All officers elected by the Board of Directors shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this ARTICLE IV. Such officers shall also have such powers and duties as from time to time may be conferred by the Board of Directors or by any committee thereof. In addition, the Board of Directors or any committee thereof may from time to time elect, or the Chief Executive Officer may appoint, such other officers (including one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, and Assistant Controllers) and such agents, as may be necessary or desirable for the conduct of the business of the Corporation. Any number of offices may be held by the same person. Such other officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in these Bylaws or as may be prescribed by the Board of Directors or such committee or by the Chief Executive Officer, as the case may be.

SECTION 4.2 Election and Term of Office. The elected officers of the Corporation shall be elected by the Board of Directors and shall hold office until such officer’s successor shall have been duly elected and qualified or until such officer’s death, resignation or removal.

SECTION 4.3 Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors and shall have and perform such other duties as may be assigned to him or her by the Board of Directors.

SECTION 4.4 Chief Executive Officer. The Chief Executive Officer of the Corporation shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. The Chief Executive Officer shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board, at all meetings of the Board of Directors. Unless there shall have been elected one or more Presidents of the Corporation, the Chief Executive Officer shall be the President of the Corporation.

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SECTION 4.5 President. The President shall have such general powers and duties of supervision and management as shall be assigned to him or her by the Board of Directors.

SECTION 4.6 Vice-Presidents. Each Vice President, if any, shall have such powers and shall perform such duties as shall be assigned to him or her by the Board of Directors or by the Chief Executive Officer, as the case may be.

SECTION 4.7 Chief Financial Officer. The Chief Financial Officer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He or she shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositaries as may be designated by the Board of Directors. He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, the Chairman of the Board, or a President, taking proper vouchers for such disbursements. He or she shall render to the Chairman of the Board, the President and the Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his or her transactions as Chief Financial Officer and of the financial condition of the Corporation. The Chief Executive Officer may direct the Treasurer to assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer, and the Treasurer shall perform other duties commonly incident to his or her office and shall also perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer shall designate from time to time; provided, however, that if the offices of the Chief Financial Officer and the Treasurer are held by the same person, then the Chief Executive Officer may direct the Chief Accounting Officer to assume and perform the duties of the Chief Financial Officer.

SECTION 4.8 Chief Accounting Officer. The Chief Accounting Officer shall have such general powers and duties of supervision and management as shall be assigned to him or her by the Board of Directors. The Chief Accounting Officer shall perform such other duties commonly incident to his or her office and shall have such other powers as the Board of Directors shall designate from time to time. In addition, the Board of Directors may direct the Chief Accounting Officer to assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer.

SECTION 4.9 Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation. In case of the Treasurer’s death, resignation, retirement or removal from office, all books, papers, vouchers, money and other property of whatever kind in the Treasurer’s possession or under the Treasurer’s control belonging to the Corporation shall be restored to the Corporation.

SECTION 4.10 Secretary. The Secretary shall keep or cause to be kept in one or more books provided for that purpose, the minutes of all meetings of the Board, the committees of the Board and the stockholders; he or she shall see that all notices are duly given in accordance with the provisions of these Bylaws and as required by law; he or she shall be custodian of the records and the seal of the Corporation and affix and attest the seal to all stock certificates of the Corporation (unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and affix and attest the seal to all other documents to be executed on behalf of the Corporation under its seal; and he or she shall see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and in general, he or she shall perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board, the Chairman of the Board or a President.

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SECTION 4.11 Removal. Any officer elected, or agent appointed, by the Board of Directors may be removed by the affirmative vote of a majority of the Whole Board whenever, in their judgment, the best interests of the Corporation would be served thereby. Any officer or agent appointed by the Chief Executive Officer may be removed by him or her whenever, in his or her judgment, the best interests of the Corporation would be served thereby. No elected officer shall have any contractual rights against the Corporation for compensation by virtue of such election beyond the date of the election of his or her successor or his or her death, resignation or removal, whichever event shall first occur, except as otherwise provided in any incentive plan, including but not limited to, any employment contract or under an employee deferred compensation plan.

SECTION 4.12 Vacancies. A newly created elected office and a vacancy in any elected office because of death, resignation, or removal may be filled by the Board of Directors. Any vacancy in an office appointed by the Chief Executive Officer because of death, resignation, or removal may be filled by the Chief Executive Officer.

ARTICLE V.

STOCK CERTIFICATES AND TRANSFERS

SECTION 5.1 Certificated and Uncertificated Stock; Transfers. The interest of each stockholder of the Corporation may be evidenced by certificates for shares of stock in such form as the appropriate officers of the Corporation may from time to time prescribe or be uncertificated.

The shares of the stock of the Corporation shall be transferred on the books of the Corporation, in the case of certificated shares of stock, by the holder thereof in person or by his attorney duly authorized in writing, upon surrender for cancellation of certificates for at least the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require; and, in the case of uncertificated shares of stock, upon receipt of proper transfer instructions from the registered holder of the shares or by such person’s attorney duly authorized in writing, and upon compliance with appropriate procedures for transferring shares in uncertificated form. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.

The certificates of stock shall be signed, countersigned and registered in such manner as the Board of Directors may by resolution prescribe, which resolution may permit all or any of the signatures on such certificates to be in facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

Notwithstanding anything to the contrary in these Bylaws, at all times that the Corporation’s stock is listed on a stock exchange, the shares of the stock of the Corporation shall comply with all direct registration system eligibility requirements established by such exchange, including any requirement that shares of the Corporation’s stock be eligible for issue in book-entry form. All issuances and transfers of shares of the Corporation’s stock shall be entered on the books of the Corporation with all information necessary to comply with such direct registration system eligibility requirements, including the name and address of the person to whom the shares of stock are issued, the number of shares of stock issued and the date of issue. The Board of Directors shall have the power and authority to make such rules and regulations as it may deem necessary or proper concerning the issue, transfer and registration of shares of stock of the Corporation in both the certificated and uncertificated form.

SECTION 5.2 Lost, Stolen or Destroyed Certificates. No certificate for shares of stock in the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or stolen, except on production of such evidence of such loss, destruction or theft and on delivery to the Corporation a bond of indemnity in such amount, upon such terms and secured by such surety, as the Board of Directors or any financial officer may in its or his or her discretion require.

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SECTION 5.3 Record Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by law.

SECTION 5.4 Transfer and Registry Agents. The Corporation may from time to time maintain one or more transfer offices or agencies and registry offices or agencies at such place or places as may be determined from time to time by the Board of Directors.

ARTICLE VI.

MISCELLANEOUS PROVISIONS

SECTION 6.1 Fiscal Year. The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

SECTION 6.2 Dividends. The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and the Certificate of Incorporation.

SECTION 6.3 Seal. The corporate seal shall be in such form as shall be determined by resolution of the Board of Directors. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise imprinted upon the subject document or paper.

SECTION 6.4 Waiver of Notice. Whenever any notice is required to be given to any stockholder or director of the Corporation under the provisions of the DGCL or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the stockholders or the Board of Directors or committee thereof need be specified in any waiver of notice of such meeting.

SECTION 6.5 Audits. The accounts, books and records of the Corporation shall be audited upon the conclusion of each fiscal year by an independent certified public accountant selected by the Board of Directors, and it shall be the duty of the Board of Directors to cause such audit to be done annually.

SECTION 6.6 Resignations. Any director or any officer, whether elected or appointed, may resign at any time by giving written notice of such resignation to the Chairman of the Board, the Chief Executive Officer or the Secretary, and such resignation shall be deemed to be effective as of the close of business on the date said notice is received by the Chairman of the Board, the Chief Executive Officer or the Secretary, or at such later time as is specified therein. No formal action shall be required of the Board of Directors or the stockholders to make any such resignation effective.

ARTICLE VII.

CONTRACTS, PROXIES, ETC.

SECTION 7.1 Contracts. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, any contracts or other instruments may be executed and delivered in the name and on the behalf of the Corporation by such officer or officers of the Corporation as the Board of Directors may from time to time direct. Such authority may be general or confined to specific instances as the Board may determine. The Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer or any Vice President may

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execute bonds, contracts, deeds, leases and other instruments to be made or executed for or on behalf of the Corporation. Subject to any restrictions imposed by the Board of Directors or the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer or any Vice President of the Corporation may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

SECTION 7.2 Proxies. Unless otherwise provided by resolution adopted by the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer or any Vice President may from time to time appoint an attorney or attorneys or agent or agents of the Corporation, in the name and on behalf of the Corporation, to cast the votes which the Corporation may be entitled to cast as the holder of stock or other securities in any other corporation, any of whose stock or other securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing, in the name of the Corporation as such holder, to any action by such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal or otherwise, all such written proxies or other instruments as he or she may deem necessary or proper in the premises.

ARTICLE VIII.

AMENDMENTS

SECTION 8.1 Amendments. These Bylaws may be altered, amended, or repealed at any meeting of the Board of Directors or of the stockholders, provided notice of the proposed change was given in the notice of the meeting and, in the case of a meeting of the Board of Directors, in a notice given not less than two days prior to the meeting.

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ANNEX D

Section 262 of the General Corporation Law of the State of Delaware

§ 262. Appraisal rights.

(a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to § 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder’s shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word “stockholder” means a holder of record of stock in a corporation; the words “stock” and “share” mean and include what is ordinarily meant by those words; and the words “depository receipt” mean a receipt or other instrument issued by a depository representing an interest in 1 or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository.

(b) Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this title and, subject to paragraph (3) of this subsection, § 251(h)), § 252, § 254, § 255, § 256, § 257, § 258, § 263 or § 264 of this title:

(1) Provided, however, that except as expressly provided in § 363(b) of this title, no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of the meeting of stockholders to act upon the agreement of merger or consolidation, were either (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in § 251(f) of this title.

(2) Notwithstanding paragraph (b)(1) of this section, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to §§ 251, 252, 254, 255, 256, 257, 258, 263 and 264 of this title to accept for such stock anything except:

a. Shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof;

b. Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or held of record by more than 2,000 holders;

c. Cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs (b)(2)a. and b. of this section; or

d. Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs (b)(2)a., b. and c. of this section.

(3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under § 251(h), § 253 or § 267 of this title is not owned by the parent immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation.

(4) In the event of an amendment to a corporation’s certificate of incorporation contemplated by § 363(a) of this title, appraisal rights shall be available as contemplated by § 363(b) of this title, and the procedures of this section, including those set forth in subsections (d) and (e), shall apply as nearly as

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practicable, with the word “amendment” substituted for the words “merger or consolidation” and the word “corporation” substituted for the words “constituent corporation” and/or “surviving or resulting corporation”.

(c) Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the procedures of this section, including those set forth in subsections (d) and (e) of this section, shall apply as nearly as is practicable.

(d) Appraisal rights shall be perfected as follows:

(1) If a proposed merger or consolidation for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for notice of such meeting (or such members who received notice in accordance with § 255(c) of this title) with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) of this section that appraisal rights are available for any or all of the shares of the constituent corporations, and shall include in such notice a copy of this section and, if 1 of the constituent corporations is a nonstock corporation, a copy of § 114 of this title. Each stockholder electing to demand the appraisal of such stockholder’s shares shall deliver to the corporation, before the taking of the vote on the merger or consolidation, a written demand for appraisal of such stockholder’s shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder’s shares. A proxy or vote against the merger or consolidation shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger or consolidation, the surviving or resulting corporation shall notify each stockholder of each constituent corporation who has complied with this subsection and has not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective; or

(2) If the merger or consolidation was approved pursuant to § 228, § 251(h), § 253, or § 267 of this title, then either a constituent corporation before the effective date of the merger or consolidation or the surviving or resulting corporation within 10 days thereafter shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of this section and, if 1 of the constituent corporations is a nonstock corporation, a copy of § 114 of this title. Such notice may, and, if given on or after the effective date of the merger or consolidation, shall, also notify such stockholders of the effective date of the merger or consolidation. Any stockholder entitled to appraisal rights may, within 20 days after the mailing date of such notice or, in the case of a merger approved pursuant to § 251(h) of this title, within the later of the consummation of the tender or exchange offer contemplated by § 251(h) of this title and 20 days after the date of mailing of such notice, demand in writing from the surviving or resulting corporation the appraisal of such holder’s shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder’s shares. If such notice did not notify stockholders of the effective date of the merger or consolidation, either (i) each such constituent corporation shall send a second notice before the effective date of the merger or consolidation notifying each of the holders of any class or series of stock of such constituent corporation that are entitled to appraisal rights of the effective date of the merger or consolidation or (ii) the surviving or resulting corporation shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice or, in the case of a merger approved pursuant to § 251(h) of this title, later than the later of the consummation of the tender or exchange offer contemplated

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by § 251(h) of this title and 20 days following the sending of the first notice, such second notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder’s shares in accordance with this subsection. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given, provided, that if the notice is given on or after the effective date of the merger or consolidation, the record date shall be such effective date. If no record date is fixed and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given.

(e) Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied with subsections (a) and (d) of this section hereof and who is otherwise entitled to appraisal rights, may commence an appraisal proceeding by filing a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party shall have the right to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) of this section hereof, upon written request, shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such written statement shall be mailed to the stockholder within 10 days after such stockholder’s written request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) of this section hereof, whichever is later. Notwithstanding subsection (a) of this section, a person who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition or request from the corporation the statement described in this subsection.

(f) Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated. Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation.

(g) At the hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have become entitled to appraisal rights. The Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder.

(h) After the Court determines the stockholders entitled to an appraisal, the appraisal proceeding shall be conducted in accordance with the rules of the Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding the Court shall determine the fair value of the shares exclusive

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of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. Unless the Court in its discretion determines otherwise for good cause shown, interest from the effective date of the merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment. Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding, the Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the stockholders entitled to an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this section and who has submitted such stockholder’s certificates of stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under this section.

(i) The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the stockholders entitled thereto. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such stock. The Court’s decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving or resulting corporation be a corporation of this State or of any state.

(j) The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney’s fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal.

(k) From and after the effective date of the merger or consolidation, no stockholder who has demanded appraisal rights as provided in subsection (d) of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of this section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of such stockholder’s demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) of this section or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just; provided, however that this provision shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the merger or consolidation within 60 days after the effective date of the merger or consolidation, as set forth in subsection (e) of this section.

(l) The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

Limitation of Liability

Section 102(b)(7) of the Delaware General Corporation Law, or the DGCL, permits a corporation, in its certificate of incorporation, to limit or eliminate, subject to certain statutory limitations, the liability of directors to the corporation or its stockholders for monetary damages for breaches of fiduciary duty, except for liability:

• for any breach of the director’s duty of loyalty to the company or its stockholders;

• for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

• in respect of certain unlawful dividend payments or stock redemptions or repurchases; and

• for any transaction from which the director derives an improper personal benefit.

In accordance with Section 102(b)(7) of the DGCL, Article IX of Santa Maria Energy Corporation’s charter that will be in effect as of the consummation of the merger, provides that that no director shall be personally liable to Santa Maria Energy Corporation or any of its stockholders for monetary damages resulting from breaches of their fiduciary duty as directors, except to the extent such limitation on or exemption from liability is not permitted under the DGCL. The effect of this provision of Santa Maria Energy Corporation’s charter is to eliminate Santa Maria Energy Corporation’s rights and those of its stockholders (through stockholders’ derivative suits on Santa Maria Energy Corporation’s behalf) to recover monetary damages against a director for breach of the fiduciary duty of care as a director, including breaches resulting from negligent or grossly negligent behavior, except as restricted by Section 102(b)(7) of the DGCL. However, this provision does not limit or eliminate Santa Maria Energy Corporation’s rights or the rights of any stockholder to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of a director’s duty of care.

If the DGCL is amended to authorize corporate action further eliminating or limiting the liability of directors, then, in accordance with Santa Maria Energy Corporation’s charter, the liability of the Santa Maria Energy Corporation’s directors to the Santa Maria Energy Corporation or its stockholders will be eliminated or limited to the fullest extent authorized by the DGCL, as so amended. Any repeal or amendment of provisions of Santa Maria Energy Corporation’s charter limiting or eliminating the liability of directors, whether by Santa Maria Energy Corporation’s stockholders or by changes in law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only.

Santa Maria Energy Corporation’s charter provides that a director of Santa Maria Energy Corporation shall not be personally liable to Santa Maria Energy Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted by the DGCL as the same exists or hereafter may be amended.

If the DGCL is hereafter amended to authorize corporate action further limiting or eliminating the liability of directors, then the liability of a director to Santa Maria Energy Corporation or its stockholders shall be limited or eliminated to the fullest extent permitted by the DGCL, as so amended.

Any repeal or amendment to Santa Maria Energy Corporation’s charter by the stockholders of Santa Maria Energy Corporation or by changes in law, or the adoption of any other inconsistent provision to Santa Maria Energy Corporation’s charter will, unless otherwise required by law, be prospective only (except to the extent such amendment or change in law permits Santa Maria Energy Corporation to further limit or eliminate the liability of directors) and will not adversely affect any right or protection of a director of Santa Maria Energy Corporation existing at the time of such repeal or amendment or adoption of such inconsistent provision with

respect to acts or omissions occurring prior to such repeal or amendment or adoption of such inconsistent provision.

Indemnification

Section 145(a) of the DGCL empowers a corporation to indemnify any director, officer, employee or agent, or former director, officer, employee or agent, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of his service as a director, officer, employee or agent of the corporation, or his service, at the corporation’s request, as a director, officer, employee or agent of another corporation or enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding provided that such director or officer acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, provided that such director or officer had no reasonable cause to believe his conduct was unlawful.

Section 145(b) of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit provided that such director or officer acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such director or officer shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such director or officer is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 145 of the DGCL further provides that to the extent a director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to in Section 145(a) or Section 145(b) of the DGCL or in the defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, provided that indemnification provided for by Section 145 of the DGCL or granted pursuant thereto shall not be deemed exclusive of any other rights to which the indemnified party may be entitled, and empowers the corporation to purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against him or incurred by him in any such capacity or arising out of his status as such whether or not the corporation would have the power to indemnify him against such liabilities under Section 145 of the DGCL.

Santa Maria Energy Corporation’s charter provides that Santa Maria Energy Corporation will, to the fullest extent authorized or permitted by applicable law, indemnify its current and former directors and officers, as well as those persons who, while directors or officers of Santa Maria Energy Corporation, are or were serving as a director or officer or is or was at any such time serving at the request of Santa Maria Energy Corporation as a director, officer, trustee, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by Santa Maria Energy Corporation, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, trustee, employee or agent or in any other capacity while serving as a director, officer, trustee, employee or agent, shall be (and shall be deemed to have a contractual right to be) indemnified and held harmless by Santa Maria Energy Corporation (and any successor of Santa Maria Energy Corporation by merger or otherwise) to the fullest extent authorized by the DGCL as the same exists or may hereafter be amended or modified from time to time against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, trustee,

employee or agent and shall inure to the benefit of his or her heirs, executors and administrators. Notwithstanding the foregoing, a person eligible for indemnification pursuant to Santa Maria Energy Corporation’s charter will be indemnified by Santa Maria Energy Corporation in connection with a proceeding initiated by such person only if such proceeding was authorized by Santa Maria Energy Corporation’s board of directors, except for proceedings to enforce rights to indemnification.

The right to indemnification conferred by Santa Maria Energy Corporation’s charter is a contract right that includes the right to be paid by Santa Maria Energy Corporation the expenses incurred in defending or otherwise participating in any proceeding referenced above in advance of its final disposition.

The rights to indemnification and advancement of expenses will not be deemed exclusive of any other rights which any person covered by Santa Maria Energy Corporation’s charter may have or hereafter acquire under law, Santa Maria Energy Corporation’s charter, Santa Maria Energy Corporation’s bylaws, an agreement, vote of stockholders or disinterested directors, or otherwise and cannot be terminated by Santa Maria Energy Corporation, its board of directors or its stockholders with respect to a person’s service prior to the date of such termination.

Any repeal or amendment of provisions of Santa Maria Energy Corporation’s charter affecting indemnification rights, whether by Santa Maria Energy Corporation’s stockholders or by changes in law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, and will not in any way diminish or adversely affect any right or protection existing at the time of such repeal or amendment or adoption of such inconsistent provision with respect to any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision. Santa Maria Energy Corporation’s bylaws also permits Santa Maria Energy Corporation, to the extent and in the manner authorized or permitted by law, to indemnify and to advance expenses to persons other that those specifically covered by Santa Maria Energy Corporation’s bylaws.

Santa Maria Energy Corporation’s bylaws include the provisions relating to advancement of expenses and indemnification rights consistent with those set forth in Santa Maria Energy Corporation’s charter. In addition, Santa Maria Energy Corporation’s bylaws provide for a right of indemnitee to bring a suit in the event a claim for indemnification or advancement of expenses is not paid in full by Santa Maria Energy Corporation within a specified period of time.

Any repeal or amendment of provisions of Santa Maria Energy Corporation’s bylaws affecting indemnification rights, whether by Santa Maria Energy Corporation’s board of directors, stockholders or by changes in applicable law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, and will not in any way diminish or adversely affect any right or protection existing thereunder with respect to any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.

Upon consummation of the merger, Santa Maria Energy Corporation intends to enter into indemnification agreements with each of its directors. These agreements will require Santa Maria Energy Corporation to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to Santa Maria Energy Corporation, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. Santa Maria Energy Corporation also intends to enter into indemnification agreements with its future directors.

Under the Merger Agreement, Santa Maria Energy Corporation agreed that the charter and bylaws (or operating agreement or other equivalent governing instruments) of Santa Maria Energy Corporation and each of its subsidiaries shall contain provisions no less favorable with respect to indemnification than are set forth in the charter, bylaws, operating agreement, or equivalent instruments, as applicable, of such entities as of the date of the Merger Agreement. Such indemnification provisions may not be amended, repealed or otherwise modified for a period of six years after the closing date of the merger in any manner that would adversely affect the rights of individuals who at or prior to the closing date of the merger were directors, officers, managers, managing

members, agents or employees of Santa Maria Energy or any of Santa Maria Energy’s subsidiaries (except for certain excluded subsidiaries), or who were otherwise entitled to indemnification pursuant to the charter and bylaws (or equivalent governing instruments) of such entities. Santa Maria Energy Corporation also agreed to cause (including by paying premiums on the current insurance policies) to be maintained in effect for six years after the consummation of the merger the current policies of the directors’ and officers’ liability or equivalent insurance maintained by or on behalf of Santa Maria Energy and its subsidiaries (except for certain excluded subsidiaries) with respect to matters occurring prior to the closing of the merger. Notwithstanding the foregoing, Santa Maria Energy Corporation may substitute for such coverage policies of at least the same coverage containing terms and conditions that are not less advantageous than the existing policies (including with respect to the period covered). In addition, Santa Maria Energy Corporation agreed that it will indemnify each individual who served as a director, officer, manager or managing member of Santa Maria Energy and its subsidiaries (except for certain excluded subsidiaries) at any time prior to the consummation of the merger and against all actions, suits, proceedings, hearings, investigations, claims and similar actions, including all court costs and reasonable attorney fees and expenses resulting from or arising out of, or caused by, the Merger Agreement or any of the transactions contemplated by the Merger Agreement.

Santa Maria Energy Corporation also agreed that after the consummation of the merger, Santa Maria Energy Corporation will cause its subsidiaries to provide indemnification to the directors and officers of Hyde Park who serve in such capacity prior to the consummation of the merger to the same extent as provided to such persons as of the date of the merger. Such indemnification provisions may not be amended, repealed or otherwise modified for a period of six years after the consummation of the merger in any manner that would adversely affect the rights thereunder of such persons as of the date of the Merger Agreement.

Commission Position on Indemnification for Securities Act Liabilities

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling Santa Maria Energy Corporation pursuant to the foregoing provisions, Santa Maria Energy Corporation has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 21. Exhibits and Financial Statement Schedules

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of November 27, 2013, by and among Hyde Park Acquisition Corp. II, Santa Maria Energy Corporation, HPAC Merger Sub, Inc., SME Merger Sub, LLC and Santa Maria Energy Holdings, LLC (included as Annex A to the joint proxy statement/prospectus contained in this Registration Statement)
3.1	Form of Amended and Restated Certificate of Incorporation of Santa Maria Energy Corporation (included as Annex B to the joint proxy statement/prospectus contained in this Registration Statement)
3.2	Form of Amended and Restated Bylaws of Santa Maria Energy Corporation (included as Annex C to the joint proxy statement/prospectus contained in this Registration Statement)
4.1†	Registration Rights Agreement
5.1†	Opinion of Latham & Watkins LLP as to the validity of the securities being registered
8.1†	Opinion of Latham & Watkins LLP regarding certain federal income tax matters
8.2†	Opinion of Katten Muchin Rosenman LLP regarding certain federal income tax matters
10.1	Amended and Restated Credit Agreement, dated as of November 9, 2012, by and among Santa Maria Energy Holdings, LLC, as the Borrower, Mutual of Omaha Bank, as Administrative Agent, and the lenders party thereto

Exhibit Number	Description
10.2	First Amendment to the Amended and Restated Credit Agreement, dated as of June 25, 2013, by and among Santa Maria Energy Holdings, LLC, as the Borrower, Mutual of Omaha Bank, as Administrative Agent, and the lenders party thereto
10.3	Second Amendment to the Amended and Restated Credit Agreement, dated as of December 11, 2013, by and among Santa Maria Energy Holdings, LLC, as the Borrower, Mutual of Omaha Bank, as Administrative Agent, and the lenders party thereto
10.4†*	Form of Santa Maria Energy Corporation 2014 Long-Term Incentive Plan
10.5†	Form of Indemnification Agreement
21.1	List of Subsidiaries
23.1	Consent of Hein & Associates LLP
23.2	Consent of Marcum LLP
23.3†	Consent of Latham & Watkins LLP (included in Exhibits 5.1 and 8.1 hereto)
23.4†	Consent of Katten Muchin Rosenman LLP (included in Exhibit 8.2 hereto)
23.5	Consent of Netherland, Sewell & Associates, Inc.
23.6	Consent of Gaffney, Cline & Associates
23.7	Consent of Edward Levy
23.8	Consent of David Iverson
23.9	Consent of Richard R. Powell Jr.
23.10	Consent of Charles Yates III
24.1	Powers of Attorney (included on signature page)
99.1	Form of Proxy Card to be used by Hyde Park Acquisition Corp. II
99.2	Form of Proxy Card to be used by Santa Maria Energy Holdings, LLC
99.3	Report of Netherland, Sewell & Associates, Inc. for reserves at October 31, 2013—Orcutt Field, Santa Barbara County, California
99.4	Report of Netherland, Sewell & Associates, Inc. for reserves at December 31, 2012—Orcutt Field, Santa Barbara County, California
99.5	Report of Gaffney, Cline & Associates for reserves at December 31, 2011—Orcutt Field, Careaga Tract, Diatomite, Santa Barbara County, California
99.6	Report of Gaffney, Cline & Associates for reserves at December 31, 2011—Orcutt Field, Careaga Tract, Monterey Formation, Santa Barbara County, California

* Management contract or compensatory plan or arrangement required to be filed as an exhibit hereto pursuant to Item 601 of Regulation S-K.

† To be filed by amendment.

Item 22. Undertakings

The undersigned registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(1) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933.

(2) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) that, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(3) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

(d) For purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(e) That prior to any public reoffering of the securities registered hereunder through use of a prospectus that is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(f) That every prospectus (1) that is filed pursuant to paragraph (e) immediately preceding, or (2) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(g) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 20 above, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or

proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(h) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(i) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Maria, State of California, on December 17, 2013.

SANTA MARIA ENERGY CORPORATION

By:

/s/ David Pratt

Name: David Pratt

Title: Chief Executive Officer

POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Pratt, Kevin McMillan and Beth Marino his or her true and lawful attorney-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ David Pratt	Chief Executive Officer and Director (Principal Executive Officer)	December 17, 2013
David Pratt
/s/ Laurence Levy	Director	December 17, 2013
Laurence Levy
/s/ Kevin McMillan	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	December 17, 2013
Kevin McMillan

Exhibit Index

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of November 27, 2013, by and among Hyde Park Acquisition Corp. II, Santa Maria Energy Corporation, HPAC Merger Sub, Inc., SME Merger Sub, LLC and Santa Maria Energy Holdings, LLC (included as Annex A to the joint proxy statement/prospectus contained in this Registration Statement)
3.1	Form of Amended and Restated Certificate of Incorporation of Santa Maria Energy Corporation (included as Annex B to the joint proxy statement/prospectus contained in this Registration Statement)
3.2	Form of Amended and Restated Bylaws of Santa Maria Energy Corporation (included as Annex C to the joint proxy statement/prospectus contained in this Registration Statement)
4.1†	Registration Rights Agreement
5.1†	Opinion of Latham & Watkins LLP as to the validity of the securities being registered
8.1†	Opinion of Latham & Watkins LLP regarding certain federal income tax matters
8.2†	Opinion of Katten Muchin Rosenman LLP regarding certain federal income tax matters
10.1	Amended and Restated Credit Agreement, dated as of November 9, 2012, by and among Santa Maria Energy Holdings, LLC, as the Borrower, Mutual of Omaha Bank, as Administrative Agent, and the lenders party thereto
10.2	First Amendment to the Amended and Restated Credit Agreement, dated as of June 25, 2013, by and among Santa Maria Energy Holdings, LLC, as the Borrower, Mutual of Omaha Bank, as Administrative Agent, and the lenders party thereto
10.3	Second Amendment to the Amended and Restated Credit Agreement, dated as of December 11, 2013, by and among Santa Maria Energy Holdings, LLC, as the Borrower, Mutual of Omaha Bank, as Administrative Agent, and the lenders party thereto
10.4†*	Form of Santa Maria Energy Corporation 2014 Long-Term Incentive Plan
10.5†	Form of Indemnification Agreement
21.1	List of Subsidiaries
23.1	Consent of Hein & Associates LLP
23.2	Consent of Marcum LLP
23.3†	Consent of Latham & Watkins LLP (included in Exhibits 5.1 and 8.1 hereto)
23.4†	Consent of Katten Muchin Rosenman LLP (included in Exhibit 8.2 hereto)
23.5	Consent of Netherland, Sewell & Associates, Inc.
23.6	Consent of Gaffney, Cline & Associates
23.7	Consent of Edward Levy
23.8	Consent of David Iverson
23.9	Consent of Richard R. Powell Jr.
23.10	Consent of Charles Yates III
24.1	Powers of Attorney (included on signature page)
99.1	Form of Proxy Card to be used by Hyde Park Acquisition Corp. II

Exhibit Number	Description
99.2	Form of Proxy Card to be used by Santa Maria Energy Holdings, LLC
99.3	Report of Netherland, Sewell & Associates, Inc. for reserves at October 31, 2013—Orcutt Field, Santa Barbara County, California
99.4	Report of Netherland, Sewell & Associates, Inc. for reserves at December 31, 2012—Orcutt Field, Santa Barbara County, California
99.5	Report of Gaffney, Cline & Associates for reserves at December 31, 2011—Orcutt Field, Careaga Tract, Diatomite, Santa Barbara County, California
99.6	Report of Gaffney, Cline & Associates for reserves at December 31, 2011—Orcutt Field, Careaga Tract, Monterey Formation, Santa Barbara County, California

* Management contract or compensatory plan or arrangement required to be filed as an exhibit hereto pursuant to Item 601 of Regulation S-K.

† To be filed by amendment.

EX-10.1

Exhibit 10.1

Execution Version

AMENDED AND RESTATED

CREDIT AGREEMENT

dated as of November 9, 2012

among

SANTA MARIA ENERGY HOLDINGS, LLC,

as Borrower,

MUTUAL OF OMAHA BANK,

as Administrative Agent,

and

The Lenders Party Hereto

TABLE OF CONTENTS

		PAGE
ARTICLE I DEFINITIONS AND ACCOUNTING MATTERS
Section 1.01	Terms Defined Above		1
Section 1.02	Certain Defined Terms		1
Section 1.03	Types of Loans and Borrowings		20
Section 1.04	Terms Generally; Rules of Construction		20
Section 1.05	Accounting Terms and Determinations; GAAP		21
ARTICLE II THE CREDITS
Section 2.01	Commitments		21
Section 2.02	Loans and Borrowings		21
Section 2.03	Requests for Borrowings		22
Section 2.04	Interest Elections		23
Section 2.05	Funding of Borrowings		24
Section 2.06	Termination and Reduction of Aggregate Maximum Credit Amounts		25
Section 2.07	Borrowing Base		25
Section 2.08	Letters of Credit		27
ARTICLE III PAYMENTS OF PRINCIPAL AND INTEREST; PREPAYMENTS; FEES
Section 3.01	Repayment of Loans		31
Section 3.02	Interest		31
Section 3.03	Alternate Rate of Interest		32
Section 3.04	Prepayments		32
Section 3.05	Fees		34
ARTICLE IV PAYMENTS; PRO RATA TREATMENT; SHARING OF SET-OFFS
Section 4.01	Payments Generally; Pro Rata Treatment; Sharing of Set-offs		35
Section 4.02	Presumption of Payment by the Borrower		36
Section 4.03	Certain Deductions by the Administrative Agent		36
Section 4.04	Disposition of Proceeds		38
ARTICLE V INCREASED COSTS; BREAK FUNDING PAYMENTS; TAXES; ILLEGALITY
Section 5.01	Increased Costs		39
Section 5.02	Break Funding Payments		40
Section 5.03	Taxes		40
Section 5.04	Mitigation Obligations; Replacement of Lenders		43
Section 5.05	Illegality		44
ARTICLE VI CONDITIONS PRECEDENT
Section 6.01	Effective Date		44
Section 6.02	Each Credit Event		47

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ARTICLE VII REPRESENTATIONS AND WARRANTIES
Section 7.01	Organization; Powers	48
Section 7.02	Authority; Enforceability	48
Section 7.03	Approvals; No Conflicts	48
Section 7.04	Financial Condition; No Material Adverse Change	48
Section 7.05	Litigation	49
Section 7.06	Environmental Matters	49
Section 7.07	Compliance with the Laws and Agreements; No Defaults	50
Section 7.08	Investment Company Act	50
Section 7.09	Taxes	50
Section 7.10	ERISA	51
Section 7.11	Disclosure; No Material Misstatements	51
Section 7.12	Insurance	52
Section 7.13	Restriction on Liens	52
Section 7.14	Subsidiaries	52
Section 7.15	Location of Business and Offices	52
Section 7.16	Properties; Titles, Etc	52
Section 7.17	Maintenance of Properties	53
Section 7.18	Gas Imbalances, Prepayments	54
Section 7.19	Marketing of Production	54
Section 7.20	Swap Agreements	54
Section 7.21	Use of Loans and Letters of Credit	54
Section 7.22	Solvency	54
ARTICLE VIII AFFIRMATIVE COVENANTS
Section 8.01	Financial Statements; Ratings Change; Other Information	55
Section 8.02	Notices of Material Events	57
Section 8.03	Existence; Conduct of Business	58
Section 8.04	Payment of Obligations	58
Section 8.05	Performance of Obligations under Loan Documents	58
Section 8.06	Operation and Maintenance of Properties	58
Section 8.07	Insurance	59
Section 8.08	Books and Records; Inspection Rights	59
Section 8.09	Compliance with Laws	59
Section 8.10	Environmental Matters	59
Section 8.11	Further Assurances	60
Section 8.12	Reserve Reports	60
Section 8.13	Title Information	61
Section 8.14	Additional Collateral; Additional Guarantors	62
Section 8.15	ERISA Compliance	63
Section 8.16	Swap Agreements	63
Section 8.17	Marketing Activities	63
Section 8.18	Shell Lease	63
ARTICLE IX NEGATIVE COVENANTS
Section 9.01	Financial Covenants	64
Section 9.02	Debt	64

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Section 9.03	Liens	64
Section 9.04	Dividends, Distributions, Redemptions and Restricted Payments	65
Section 9.05	Investments, Loans and Advances	65
Section 9.06	Nature of Business; International Operations	66
Section 9.07	Limitation on Leases	66
Section 9.08	Proceeds of Notes	66
Section 9.09	ERISA Compliance	67
Section 9.10	Sale or Discount of Receivables	67
Section 9.11	Mergers, Etc	67
Section 9.12	Sale of Properties	67
Section 9.13	Environmental Matters	68
Section 9.14	Transactions with Affiliates	68
Section 9.15	Subsidiaries	68
Section 9.16	Negative Pledge Agreements; Dividend Restrictions	68
Section 9.17	Gas Imbalances, Take-or-Pay or Other Prepayments	68
Section 9.18	Swap Agreements	69
Section 9.19	Amendments to Organizational Documents; Material Indebtedness	69
Section 9.20	General and Administrative Costs	69
ARTICLE X EVENTS OF DEFAULT; REMEDIES
Section 10.01	Events of Default	69
Section 10.02	Remedies	71
ARTICLE XI THE ADMINISTRATIVE AGENT
Section 11.01	Appointment; Powers	72
Section 11.02	Duties and Obligations of Administrative Agent	72
Section 11.03	Action by Administrative Agent	73
Section 11.04	Reliance by Administrative Agent	74
Section 11.05	Subagents	74
Section 11.06	Resignation or Removal of Administrative Agent	74
Section 11.07	Administrative Agent as Lender	74
Section 11.08	No Reliance	75
Section 11.09	Administrative Agent May File Proofs of Claim	75
Section 11.10	Authority of Administrative Agent to Release Collateral and Liens	76
ARTICLE XII MISCELLANEOUS
Section 12.01	Notices	76
Section 12.02	Waivers; Amendments	77
Section 12.03	Expenses, Indemnity; Damage Waiver	78
Section 12.04	Successors and Assigns	80
Section 12.05	Survival; Revival; Reinstatement	82
Section 12.06	Counterparts; Integration; Effectiveness	83
Section 12.07	Severability	83
Section 12.08	Right of Setoff	84
Section 12.09	GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS	84
Section 12.10	Headings	85
Section 12.11	Confidentiality	85

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Section 12.12	Interest Rate Limitation	86
Section 12.13	EXCULPATION PROVISIONS	86
Section 12.14	Collateral Matters; Swap Agreements	87
Section 12.15	No Third Party Beneficiaries	87
Section 12.16	USA Patriot Act Notice	87
Section 12.17	Arbitration	87

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ANNEXES, EXHIBITS AND SCHEDULES

Annex I	List of Maximum Credit Amounts
Exhibit A	Form of Note
Exhibit B	Form of Borrowing Request
Exhibit C	Form of Interest Election Request
Exhibit D	Form of Compliance Certificate
Exhibit E	Form of Assignment and Assumption
Exhibit F	Form of Guarantee and Collateral Agreement
Exhibit G-1	Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships for U.S. Federal     Income Tax Purposes)
Exhibit G-2	Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S.     Federal Income Tax Purposes)
Exhibit G-3	Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal     Income Tax Purposes)
Exhibit G-4	Form of U. S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal     Income Tax Purposes)
Schedule 7.04(c)	Financial Statements
Schedule 7.05	Litigation
Schedule 7.06	Environmental Matters
Schedule 7.07	Compliance with Laws and Agreements; No Defaults
Schedule 7.14	Subsidiaries and Partnerships
Schedule 7.16	Properties; Title, Etc.
Schedule 7.18	Gas Imbalances
Schedule 7.19	Marketing Contracts
Schedule 7.20	Swap Agreements
Schedule 9.05	Investments

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THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 9, 2012, is among: Santa Maria Energy Holdings, LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; and Mutual of Omaha Bank, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

R E C I T A L S

A. The Borrower, Wells Fargo Bank, N.A., as administrative agent (the “Prior Administrative Agent”), and the lenders party thereto (the “Prior Lenders”) entered into that certain Credit Agreement dated as of February 5, 2010, pursuant to which such Prior Lenders provided certain loans and extensions of credit to the Borrower (as renewed, extended, amended or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”).

B. The Existing Credit Agreement was assigned to the Administrative Agent and the Lenders by that certain Assignment of Notes, Liens and Deeds of Trust dated as of the date hereof among the Borrower, the Prior Administrative Agent, the Prior Lenders, the Administrative Agent and the Lenders (the “Assignment”).

C. The Borrower has requested that the Lenders provide certain loans to and extensions of credit on behalf of the Borrower by amending and restating the Existing Credit Agreement in its entirety, and the Lenders have agreed to make such loans and extensions of credit subject to the terms and conditions of this Agreement.

D. In consideration of the mutual covenants and agreements herein contained and of the loans, extensions of credit and commitments hereinafter referred to, the parties hereto (i) agree that the Existing Credit Agreement is amended and restated (but not substituted or extinguished) in its entirety and (ii) further agree as follows:

ARTICLE I

Definitions and Accounting Matters

Section 1.01 Terms Defined Above. As used in this Agreement, each term defined above has the meaning indicated above.

Section 1.02 Certain Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“AAA” means the American Arbitration Association.

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“Adjusted LIBO Rate” means, with respect to any Libor Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to the LIBO Rate for such Interest Period multiplied by the Statutory Reserve Rate.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affected Loans” has the meaning assigned such term in Section 5.05.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Aggregate Maximum Credit Amounts” at any time shall equal the sum of the Maximum Credit Amounts, as the same may be reduced or terminated pursuant to Section 2.06.

“Agreement” means this Amended and Restated Credit Agreement.

“Airpark Lease” means the Standard Industrial/Commercial Single Tenant Lease dated May 11, 2011 between Borrower and the POPE Group, LLC for the lease of the commercial office building located at 2811 Airpark Drive, Santa Maria, CA where Borrower maintains its principal place of business.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.

“Applicable Margin” means, for any day, (i) with respect to any ABR Loan, 2.50% per annum, (ii) with respect to any Libor Loan, 3.50% per annum and (iii) with respect to the Commitment Fee Rate, 0.50% per annum.

“Applicable Percentage” means, with respect to any Lender, the percentage of the Aggregate Maximum Credit Amounts represented by such Lender’s Maximum Credit Amount as such percentage is set forth on Annex I.

“Approved Counterparty” means (a) any Lender or any Affiliate of a Lender, (b) any Person whose long-term senior unsecured debt rating is A-/A3 by S&P or Moody’s (or their equivalent) or higher or (c) any other Person approved by the Administrative Agent in its sole discretion.

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Approved Petroleum Engineers” means (a) Netherland, Sewell & Associates and (b) any other independent petroleum engineers reasonably acceptable to the Administrative Agent.

“Assignment” has the meaning given in the preamble hereto.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 12.04(b)), and accepted by the Administrative Agent, in the form of Exhibit E or any other form approved by the Administrative Agent.

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“Available Amount” means (i) prior to the payment of the Kayne Guaranty Amount to the Borrower pursuant to the Kayne Guaranty Agreement, an amount equal to the sum of (x) the Borrowing Base then in effect and (y) the Kayne Guaranty Amount, and (ii) following the payment of the Kayne Guaranty Amount to the Borrower pursuant to the Kayne Guaranty Agreement or extinguishment of such agreement, an amount equal to the Borrowing Base then in effect.

“Available Amount Deficiency” occurs if at any time the total Revolving Credit Exposures exceeds the Available Amount then in effect.

“Availability Period” means the period from and including the Effective Date to but excluding the Termination Date.

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any material action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided, further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Bank Price Deck” shall mean the Administrative Agent’s forward curve for each of oil, natural gas and other Hydrocarbons as of the most recent Proposed Borrowing Base Notice or furnished to the Borrower by the Administrative Agent for the preparation of a Reserve Report.

“Board” means the Board of Governors of the Federal Reserve System of the United States of America or any successor Governmental Authority.

“Borrower’s LLC Agreement” means that certain Limited Liability Company Agreement of the Borrower, dated December 16, 2008 and as amended by that certain First Amendment to Limited Liability Company Agreement, dated as of January 1, 2009.

“Borrowing” means Loans of the same Type, made, converted or continued on the same date and, in the case of Libor Loans, as to which a single Interest Period is in effect.

“Borrowing Base” means at any time an amount equal to the amount determined in accordance with Section 2.07, as the same may be adjusted from time to time pursuant to Section 8.13(c) or Section 9.12(d).

“Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in Houston, Texas are authorized or required by law to remain closed; and if such day relates to a Borrowing or continuation of, a payment or prepayment of principal of or interest on, or a conversion of or into, or the Interest Period for, a Libor Loan or a notice by the Borrower with respect to any such Borrowing or continuation, payment, prepayment, conversion or Interest Period, any day which is also a day on which banks are open for dealings in dollar deposits in the London interbank market.

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“Capital Expenditures” means, in respect of any Person, for any period, the aggregate (determined without duplication) of all exploration and development expenditures and costs that are capital in nature and any other expenditures that are capitalized on the balance sheet of such Person in accordance with GAAP.

“Capital Leases” means, in respect of any Person, all leases which shall have been, or should have been, in accordance with GAAP, recorded as capital leases on the balance sheet of the Person liable (whether contingent or otherwise) for the payment of rent thereunder.

“Casualty Event” means any loss, casualty or other insured damage to, or any nationalization, taking under power of eminent domain or by condemnation or similar proceeding of, any Property of the Borrower or any of its Subsidiaries having a fair market value in excess of $1,000,000.

“Change in Control” means (a) the failure of the Permitted Investors to own, directly or indirectly, beneficial ownership of at least 40% on a fully diluted basis of the aggregate economic and voting interests in the outstanding Equity Interests of the Borrower, (b) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) other than the Permitted Investors or Kayne (i) shall have acquired, directly or indirectly, beneficial or record ownership of more than 25% or more on a fully diluted basis of the voting interest in the outstanding Equity Interests of the Borrower or (ii) shall have obtained the power (whether or not exercised) to elect a majority of the members of the board of directors (or similar governing body) of the Borrower; (c) more than fifty percent (50%) of the Key Employees shall cease to be full time employees of the Borrower in their current capacities (d) any “change of control” or similar event under the Kayne Unit Purchase Agreement or (e) the failure of Kayne to own, directly or indirectly, beneficial ownership of at least 20% on a fully diluted basis of the aggregate voting interests in the outstanding Equity Interests of the Borrower.

“Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 5.01(a)), by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute, together with the rules and regulations promulgated with respect thereto.

“Commitment” means, with respect to each Lender, the commitment of such Lender to make Loans and to acquire participations in Letters of Credit hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) modified from time to time pursuant to Section 2.06 and (b) modified from time to time pursuant to assignments by or to such Lender pursuant to Section 12.04(b). The amount representing each Lender’s Commitment shall at any time be the lesser of such Lender’s Maximum Credit Amount and such Lender’s Applicable Percentage of the then effective Available Amount.

“Commitment Fee Rate” has the meaning set forth in the definition of “Applicable Margin”.

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“Consolidated Net Income” means with respect to the Borrower and the Consolidated Subsidiaries, for any period, the aggregate of the net income (or loss) of the Borrower and the Consolidated Subsidiaries after allowances for taxes for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from such net income (to the extent otherwise included therein) the following: (a) the net income of any Person in which the Borrower or any Consolidated Subsidiary has an interest (which interest does not cause the net income of such other Person to be consolidated with the net income of the Borrower and the Consolidated Subsidiaries in accordance with GAAP), except to the extent of the amount of dividends or distributions actually paid in cash during such period by such other Person to the Borrower or to a Consolidated Subsidiary, as the case may be; (b) the net income (but not loss) during such period of any Consolidated Subsidiary to the extent that the declaration or payment of dividends or similar distributions or transfers or loans by that Consolidated Subsidiary is not at the time permitted by operation of the terms of its charter or any agreement, instrument or Governmental Requirement applicable to such Consolidated Subsidiary or is otherwise restricted or prohibited, in each case determined in accordance with GAAP; (c) the net income (or loss) of any Person acquired in a pooling-of-interests transaction for any period prior to the date of such transaction; (d) any extraordinary non-cash gains or losses during such period; (e) any gains or losses attributable to writeups or writedowns of assets, including ceiling test writedowns; and provided further that if the Borrower or any Consolidated Subsidiary shall acquire or dispose of any Property during such period, then Consolidated Net Income shall be calculated after giving pro forma effect to such acquisition or disposition, as if such acquisition or disposition had occurred on the first day of such period; and (f) expenses attributable to separation payments payable to former employees.

“Consolidated Subsidiaries” means each Subsidiary of the Borrower (whether now existing or hereafter created or acquired) the financial statements of which shall be (or should have been) consolidated with the financial statements of the Borrower in accordance with GAAP.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. For the purposes of this definition, and without limiting the generality of the foregoing, any Person that owns directly or indirectly 25% or more of the Equity Interests having ordinary voting power for the election of the directors or other governing body of a Person (other than as a limited partner of such other Person) will be deemed to “control” such other Person. “Controlling” and “Controlled” have meanings correlative thereto.

“Debt” means, for any Person, the sum of the following (without duplication): (a) all obligations of such Person for borrowed money or evidenced by bonds, bankers’ acceptances, debentures, notes or other similar instruments; (b) all obligations of such Person (whether contingent or otherwise) in respect of letters of credit, surety or other bonds and similar instruments; (c) all accounts payable and all accrued expenses, liabilities or other obligations of such Person to pay the deferred purchase price of Property or services (excluding accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP); (d) all obligations under Capital Leases; (e) all obligations under Synthetic Leases; (f) all Debt (as defined in the other clauses of this definition) of others secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) a Lien on any Property of such Person, whether or not such Debt is assumed by such Person; (g) all Debt (as defined in the other clauses of this definition) of others guaranteed by such Person or in which such Person otherwise assures a creditor against loss of the Debt (howsoever such assurance shall be made) to the extent of the lesser of the amount of such Debt and the maximum stated amount of such guarantee or assurance against loss; (h) all obligations or undertakings of such Person to maintain or cause to be

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maintained the financial position or covenants of others or to purchase the Debt or Property of others; (i) obligations to deliver commodities, goods or services, including, without limitation, Hydrocarbons, in consideration of one or more advance payments, other than gas balancing arrangements in the ordinary course of business; (j) obligations to pay for goods or services even if such goods or services are not actually received or utilized by such Person; (k) any Debt of a partnership for which such Person is liable either by agreement, by operation of law or by a Governmental Requirement but only to the extent of such liability; (l) Disqualified Capital Stock; and (m) the undischarged balance of any production payment created by such Person or for the creation of which such Person directly or indirectly received payment. The Debt of any Person shall include all obligations of such Person of the character described above to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is not included as a liability of such Person under GAAP.

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Defaulting Lender” means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by a Credit Party or the Borrower, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s or the Borrower’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of a Bankruptcy Event.

“Disqualified Capital Stock” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event, matures or is mandatorily redeemable for any consideration other than other Equity Interests (which would not constitute Disqualified Capital Stock), pursuant to a sinking fund obligation or otherwise, or is convertible or exchangeable for Debt or redeemable for any consideration other than other Equity Interests (which would not constitute Disqualified Capital Stock) at the option of the holder thereof, in whole or in part, on or prior to the date that is one year after the earlier of (a) the Maturity Date and (b) the date on which there are no Loans, LC Exposure or other obligations hereunder outstanding and all of the Commitments are terminated.

“Dollars” or “$” refers to lawful money of the United States of America.

“EBITDAX” means, for any period (without duplication), the sum of Consolidated Net Income for such period plus the following expenses or charges to the extent deducted from Consolidated Net Income in such period: interest (including amortization of original issue discount and the interest component of any deferred payment obligations and Capital Lease Obligations), one time closing costs associated with the establishment of this Agreement and termination of the Existing Credit Agreement,

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income taxes, prior period operating expenses which would not have been incurred based on capital expenditures which have reduced actual operating expenses (as agreed by the Administrative Agent), depreciation, depletion, amortization (including amortization of goodwill and debt issue costs), exploration expenses and other similar noncash charges (including non-cash FASB ASC 360, 410 and 815 charges), minus all noncash income (excluding non-cash FASB ASC 815 income) added to Consolidated Net Income.

“Effective Date” means the date on which the conditions specified in Section 6.01 are satisfied (or waived in accordance with Section 12.02).

“Engineering Reports” has the meaning assigned such term in Section 2.07(c)(i).

“Environmental Laws” means any and all Governmental Requirements pertaining in any way to health, safety, the environment, the preservation or reclamation of natural resources, or the management, Release or threatened Release of any Hazardous Materials, in effect in any and all jurisdictions in which the Borrower or any Subsidiary is conducting, or at any time has conducted, business, or where any Property of the Borrower or any Subsidiary is located, including, the Oil Pollution Act of 1990 (“OPA”), as amended, the Clean Air Act, as amended, the Comprehensive Environmental, Response, Compensation, and Liability Act of 1980 (“CERCLA”), as amended, the Federal Water Pollution Control Act, as amended, the Occupational Safety and Health Act of 1970, as amended, the Resource Conservation and Recovery Act of 1976 (“RCRA”), as amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended, the Superfund Amendments and Reauthorization Act of 1986, as amended, the Hazardous Materials Transportation Law, as amended, and other environmental conservation or protection Governmental Requirements.

“Environmental Permit” means any permit, registration, license, notice, approval, consent, exemption, variance, or other authorization required under or issued pursuant to applicable Environmental Laws.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such Equity Interest.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute.

“ERISA Affiliate” means each trade or business (whether or not incorporated) which together with the Borrower or a Subsidiary would be deemed to be a “single employer” within the meaning of section 4001(b)(1) of ERISA or section 414 of the Code.

“ERISA Event” means (a) any “reportable event,” as defined in section 4043(c) of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the failure of a Plan to meet the minimum funding standards under section 412 of the Code or section 302 of ERISA (determined without regard to any waiver of the funding provisions therein or in section 430 of the Code or section 303 of ERISA); (c) the filing pursuant to section 412 of the Code or section 303 of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the failure of a Plan to satisfy the requirements of section 401(a)(29) of the Code, section 436 of the Code or section 206(g) of ERISA; (e) the incurrence by the Borrower, a Subsidiary or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan (including any liability in connection with the filing of a notice of intent to terminate a Plan or the

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treatment of a Plan amendment as a termination under section 4041 of ERISA); (f) the receipt by the Borrower, a Subsidiary or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan or the occurrence of any other event or condition which might constitute grounds under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (g) the incurrence by the Borrower, a Subsidiary or any ERISA Affiliate of any liability under section 4062(e) of ERISA or with respect to the withdrawal or partial withdrawal from any Plan (including as a “substantial employer,” as defined in section 4001(a)(2) of ERISA) or Multiemployer Plan (including the incurrence by the Borrower, a Subsidiary or any ERISA Affiliate of any Withdrawal Liability); (h) the occurrence of an act or omission which could give rise to the imposition on the Borrower, a Subsidiary or any ERISA Affiliate of fines, penalties, taxes or related charges or liabilities under Chapter 43 of the Code or under section 409, section 502, or section 4071 of ERISA in respect of any employee benefit plan (within the meaning of section 3(3) of ERISA); or (i) the receipt by the Borrower, a Subsidiary or any ERISA Affiliate of any notice concerning the imposition of a Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, in endangered or critical status, within the meaning of section 305 of ERISA, or insolvent or in reorganization, within the meaning of Title IV of ERISA.

“Event of Default” has the meaning assigned such term in Section 10.01.

“Excepted Liens” means: (a) Liens for Taxes, assessments or other governmental charges or levies which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (b) Liens in connection with workers’ compensation, unemployment insurance or other social security, old age pension or public liability obligations which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (c) statutory landlord’s liens, operators’, vendors’, carriers’, warehousemen’s, repairmen’s, mechanics’, suppliers’, workers’, materialmen’s, construction or other like Liens arising by operation of law in the ordinary course of business or incident to the exploration, development, operation and maintenance of Oil and Gas Properties each of which is in respect of obligations that are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (d) contractual Liens which arise in the ordinary course of business under operating agreements, joint venture agreements, oil and gas partnership agreements, oil and gas leases, farm-out agreements, division orders, contracts for the sale, transportation or exchange of oil and natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements, overriding royalty agreements, marketing agreements, processing agreements, net profits agreements, development agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or other geophysical permits or agreements, and other agreements which are usual and customary in the oil and gas business and are for claims which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP, provided that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary; (e) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained with a creditor depository institution, provided that no such deposit account is a dedicated cash collateral account or is subject to restrictions against access by the depositor in excess of those set forth by regulations promulgated by the Board and no such deposit account is intended by Borrower or any of its Subsidiaries to provide collateral to the depository institution; (f) easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations in any Property of the Borrower or any Subsidiary for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines for the removal of gas, oil, coal or other minerals or timber, and other like purposes, or for the joint or common use of real estate, rights of

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way, facilities and equipment, that do not secure any monetary obligations and which in the aggregate do not materially impair the use of such Property for the purposes of which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto; (g) Liens on cash or securities pledged to secure performance of tenders, surety and appeal bonds, government contracts, performance and return of money bonds, bids, trade contracts, leases, statutory obligations, regulatory obligations and other obligations of a like nature incurred in the ordinary course of business; (h) judgment and attachment Liens not giving rise to an Event of Default, provided that any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceeding may be initiated shall not have expired and no action to enforce such Lien has been commenced; and (i) minor defects and irregularities in title to any Oil and Gas Property that do not secure any monetary obligations and which in the aggregate do not materially impair the use of such Property for the purposes of which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto; provided, further that Liens described in clauses (a) through (e) shall remain “Excepted Liens” only for so long as no action to enforce such Lien has been commenced and no intention to subordinate the first priority Lien granted in favor of the Administrative Agent and the Lenders is to be hereby implied or expressed by the permitted existence of such Excepted Liens.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrower or any Guarantor hereunder or under any other Loan Document, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America or such other jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower or any Guarantor is located, (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 5.04(b)), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Foreign Lender’s failure to comply with Section 5.03(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts with respect to such withholding tax pursuant to Section 5.03(a) or Section 5.03(c), and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Credit Agreement” has the meaning given in the preamble hereto.

“FATCA” means Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

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“Financial Officer” means, for any Person, the chief financial officer, principal accounting officer, treasurer or controller of such Person. Unless otherwise specified, all references herein to a Financial Officer means a Financial Officer of the Borrower.

“Financial Statements” means the financial statement or statements of the Borrower and its Consolidated Subsidiaries referred to in Section 7.04(a).

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time subject to the terms and conditions set forth in Section 1.05.

“General and Administrative Costs” means normal and customary expenses and costs incurred in connection with the Oil and Gas Properties of the Borrower and each other Loan Party that are classified as general and administrative costs, including consulting fees, salary, rent, supplies, travel and entertainment, insurance, accounting, legal, engineering and broker related fees, required to manage the affairs of the Borrower and its Subsidiaries.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Governmental Requirement” means any law, statute, code, ordinance, order, determination, rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, rules of common law, authorization or other directive or requirement, whether now or hereinafter in effect, of any Governmental Authority.

“Guarantors” means SM Energy Management, LLC, Santa Maria Energy, LLC and each other Subsidiary that guarantees the Indebtedness pursuant to Section 8.14(b).

“Guarantee and Collateral Agreement” means an agreement executed by the Guarantors in substantially the form of Exhibit F.

“Hazardous Material” means any substance regulated or as to which liability might arise under any applicable Environmental Law including: (a) any chemical, compound, material, product, byproduct, substance or waste defined as or included in the definition or meaning of “hazardous substance,” “hazardous material,” “hazardous waste,” “solid waste,” “toxic waste,” “extremely hazardous substance,” “toxic substance,” “contaminant,” “pollutant,” or words of similar meaning or import found in any applicable Environmental Law; (b) Hydrocarbons, petroleum products, petroleum substances, natural gas, oil, oil and gas waste, crude oil, and any components, fractions, or derivatives thereof; and (c) radioactive materials, explosives, asbestos or asbestos containing materials, polychlorinated biphenyls, radon, infectious or medical wastes.

“Highest Lawful Rate” means, with respect to each Lender, the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the Notes or on other Indebtedness under laws applicable to such Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws allow as of the date hereof.

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“Hydrocarbon Interests” means all rights, titles, interests and estates now or hereafter acquired in and to oil and gas leases, oil, gas and mineral leases, or other liquid or gaseous hydrocarbon leases, mineral fee interests, overriding royalty and royalty interests, net profit interests and production payment interests, including any reserved or residual interests of whatever nature.

“Hydrocarbons” means oil, gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined or separated therefrom.

“Indebtedness” means any and all amounts owing or to be owing by the Borrower, any Subsidiary or any Guarantor (whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising): (a) to the Administrative Agent, the Issuing Bank or any Lender under any Loan Document; (b) to any Lender or any Affiliate of a Lender under any Swap Agreement between the Borrower or any Subsidiary and such Lender or Affiliate of a Lender while such Person (or in the case of its Affiliate, the Person affiliated therewith) is a Lender hereunder or to any counterparty to a Secured Swap Agreement between the Borrower and any Subsidiary and (c) all renewals, extensions and/or rearrangements of any of the above.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (b) Other Taxes, to the extent not otherwise described in (a).

“Initial Reserve Report” means the report of Netherland, Sewell & Associates, issued as of August 1, 2012, with respect to certain Oil and Gas Properties of the Borrower and its Subsidiaries as of August 1, 2012.

“Interest Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.04(b).

“Interest Expense” means, for any period, the sum (determined without duplication) of the aggregate gross interest expense payable in cash of the Borrower and the Consolidated Subsidiaries for such period, including to the extent included in interest expense under GAAP: (a) amortization of debt discount, (b) capitalized interest and (c) the portion of any payments or accruals under Capital Leases allocable to interest expense, plus the portion of any payments or accruals under Synthetic Leases allocable to interest expense whether or not the same constitutes interest expense under GAAP.

“Interest Payment Date” means (a) with respect to any ABR Loan, the last Business Day of each calendar month and (b) with respect to any Libor Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Libor Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period.

“Interest Period” means with respect to any Libor Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the Borrower may elect; provided, that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (b) any Interest Period pertaining to a Libor Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

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“Interim Redetermination” has the meaning assigned such term in Section 2.07(b).

“Interim Redetermination Date” means the date on which a Borrowing Base that has been redetermined pursuant to an Interim Redetermination becomes effective as provided in Section 2.07(b).

“Investment” means, for any Person: (a) the acquisition (whether for cash, Property, services or securities or otherwise) of Equity Interests of any other Person or any agreement to make any such acquisition (including, without limitation, any “short sale” or any sale of any securities at a time when such securities are not owned by the Person entering into such short sale); (b) the making of any deposit with, or advance, loan or capital contribution to, assumption of Debt of, purchase or other acquisition of any other Debt or equity participation or interest in, or other extension of credit to, any other Person (including the purchase of Property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such Property to such Person, but excluding any such advance, loan or extension of credit having a term not exceeding ninety (90) days representing the purchase price of inventory or supplies sold by such Person in the ordinary course of business); (c) the purchase or acquisition (in one or a series of transactions) of Property of another Person that constitutes a business unit or (d) the entering into of any guarantee of, or other contingent obligation (including the deposit of any Equity Interests to be sold) with respect to, Debt or other liability of any other Person and (without duplication) any amount committed to be advanced, lent or extended to such Person.

“Issuing Bank” means Mutual of Omaha Bank, in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.08(i). The Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“Kayne” means Kayne Anderson Energy Fund IV, L.P., a Delaware limited partnership, and Kayne Anderson Energy Fund IV QP, L.P., a Delaware limited partnership, or either of them.

“Kayne Guaranty Agreement” means that certain guarantee agreement between Kayne and the Administrative Agent dated even herewith.

“Kayne Guaranty Amount” means, as of any date of measurement, the amount of Indebtedness of the Borrower less the amount of the Borrowing Base. As of the Effective Date, the Kayne Guaranty Amount is $11,000,000. Any redetermination of the Borrowing Base that results in the Borrowing Base being increased to an amount greater than $9,000,000 shall result in the Kayne Guaranty Amount being reduced in an amount equal to the aggregate incremental increase of the Borrowing Base. The Kayne Guaranty Amount shall not be reduced unless (i) Kayne is in compliance with all terms, conditions and covenants of the Kayne Guaranty Agreement and (ii) no Default or Event of Default has occurred and is continuing.

“Kayne Unit Purchase Agreement” means that certain Unit Purchase Agreement dated as of December 16, 2008 between Kayne and the Borrower providing for the purchase of additional equity in the Borrower.

“Key Employee” means each of David Pratt, Kevin McMillan, Beth Marino, Kevin Yung, and Mark Wilson.

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“Knowledge” means, with respect to any matter in question as to the Borrower or any Subsidiary, the actual and current knowledge of any of the following Persons: David Pratt, Kevin McMillan, Beth Marino and Kevin Yung. The reference to “actual and current knowledge” of a Person means information actually and personally known by such Person, excluding any information which might be imputed to such Person by law.

“LC Commitment” at any time means one million dollars ($1,000,000).

“LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of Credit.

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.

“Lender Parent” means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.

“Lenders” means the Persons listed on Annex I and any Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

“Letter of Credit” means any letter of credit issued pursuant to this Agreement.

“Letter of Credit Agreements” means all letter of credit applications and other agreements (including any amendments, modifications or supplements thereto) submitted by the Borrower, or entered into by the Borrower, with the Issuing Bank relating to any Letter of Credit.

“LIBO Rate” means, with respect to any Libor Borrowing for any Interest Period, the rate appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Libor Borrowing for such Interest Period shall be the rate (rounded upwards, if necessary, to the next 1/100 of 1%) at which dollar deposits of an amount comparable to such Libor Borrowing and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“Libor”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“Lien” means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including but not limited to (a) the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes or (b)

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production payments and the like payable out of Oil and Gas Properties. The term “Lien” shall include easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations. For the purposes of this Agreement, the Borrower and its Subsidiaries shall be deemed to be the owner of any Property which it has acquired or holds subject to a conditional sale agreement, or leases under a financing lease or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person in a transaction intended to create a financing.

“Loan Documents” means this Agreement, the Notes, the Letter of Credit Agreements, the Letters of Credit, the Kayne Guaranty Agreement, the Assignment and the Security Instruments.

“Loan Party” means, collectively, the Borrower and the Guarantors.

“Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement.

“Majority Lenders” means, at any time while no Loans or LC Exposure is outstanding, Lenders having at least sixty-six and two-thirds percent (66-2/3%) of the Aggregate Maximum Credit Amounts; and at any time while any Loans or LC Exposure is outstanding, Lenders holding at least sixty-six and two-thirds percent (66-2/3%) of the outstanding aggregate principal amount of the Loans and participation interests in Letters of Credit (without regard to any sale by a Lender of a participation in any Loan under Section 12.04(c)); provided that the Maximum Credit Amounts and the principal amount of the Loans and participation interests in Letters of Credit of the Defaulting Lenders (if any) shall be excluded from the determination of Majority Lenders.

“Material Adverse Effect” means a material adverse change in, or material adverse effect on (a) the business, operations, Property, condition (financial or otherwise) of the Borrower and the Subsidiaries taken as a whole, (b) the ability of the Borrower, any Subsidiary or any Guarantor to perform any of its obligations under any Loan Document, (c) the validity or enforceability of any Loan Document or (d) the rights and remedies of or benefits available to the Administrative Agent, any other Agent, the Issuing Bank or any Lender under any Loan Document.

“Material Indebtedness” means Debt (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of the Borrower and its Subsidiaries in an aggregate principal amount exceeding $250,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Subsidiary in respect of any Swap Agreement at any time shall be the Swap Termination Value.

“Maturity Date” means November 9, 2014.

“Maximum Credit Amount” means, as to each Lender, the amount set forth opposite such Lender’s name on Annex I under the caption “Maximum Credit Amounts”, as the same may be (a) reduced or terminated from time to time in connection with a reduction or termination of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b) or (b) modified from time to time pursuant to any assignment permitted by Section 12.04(b).

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto that is a nationally recognized rating agency.

“Mortgaged Property” means any Property owned by the Borrower or any Guarantor which is subject to the Liens existing and to exist under the terms of the Security Instruments.

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“Multiemployer Plan” means a multiemployer plan as defined in section 3(37) or 4001(a)(3) of ERISA to which the Borrower, a Subsidiary or any ERISA Affiliate is making or accruing an obligation to make contributions.

“Net Worth” means, as of any date, (a) the total assets of the Borrower and its Consolidated Subsidiaries that would be reflected on the Borrower’s consolidated balance sheet as of such date prepared in accordance with GAAP, plus (b) the Kayne Guaranty Amount, minus (c) the total liabilities of the Borrower and its Consolidated Subsidiaries that would be reflected on the Borrower’s consolidated balance sheet as of such date prepared in accordance with GAAP. Notwithstanding the foregoing, the impact of non-cash charges relating to FASB ASC 360, 410 and 815 and non-cash income relating to FASB ASC 815 shall be excluded from the calculation of Net Worth

“New Borrowing Base Notice” has the meaning assigned such term in Section 2.07(d).

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Notes” means the promissory notes of the Borrower described in Section 2.02(d) and being substantially in the form of Exhibit A, together with all amendments, modifications, replacements, extensions and rearrangements thereof.

“Oil and Gas Properties” means (a) Hydrocarbon Interests; (b) the Properties now or hereafter pooled or unitized with Hydrocarbon Interests; (c) all presently existing or future unitization, pooling agreements and declarations of pooled units and the units created thereby (including without limitation all units created under orders, regulations and rules of any Governmental Authority) which may affect all or any portion of the Hydrocarbon Interests; (d) all operating agreements, contracts and other agreements, including production sharing contracts and agreements, which relate to any of the Hydrocarbon Interests or the production, sale, purchase, exchange or processing of Hydrocarbons from or attributable to such Hydrocarbon Interests; (e) all Hydrocarbons in and under and which may be produced and saved or attributable to the Hydrocarbon Interests, including all oil in tanks, and all rents, issues, profits, proceeds, products, revenues and other incomes from or attributable to the Hydrocarbon Interests; (f) all tenements, hereditaments, appurtenances and Properties in any manner appertaining, belonging, affixed or incidental to the Hydrocarbon Interests and (g) all Properties, rights, titles, interests and estates described or referred to above, including any and all Property, real or personal, now owned or hereinafter acquired and situated upon, used, held for use or useful in connection with the operating, working or development of any of such Hydrocarbon Interests or Property (excluding drilling rigs, automotive equipment, rental equipment or other personal Property which may be on such premises for the purpose of drilling a well or for other similar temporary uses) and including any and all oil wells, gas wells, injection wells or other wells, buildings, structures, fuel separators, liquid extraction plants, plant compressors, pumps, pumping units, field gathering systems, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements and servitudes together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing.

“Organizational Documents” means (i) with respect to any corporation, its certificate or articles of incorporation or organization, as amended, and its bylaws, as amended, (ii) with respect to any limited partnership, its certificate of limited partnership, as amended, and its partnership agreement, as amended, (iii) with respect to any general partnership, its partnership agreement, as amended, and (iv) with respect to any limited liability company, its articles of organization, as amended, and its operating agreement, as amended.

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“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are (a) Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 5.04) or (b) Excluded Taxes.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Participant” has the meaning set forth in Section 12.04(c)(i).

“Participant Register” has the meaning set forth in Section 12.04(c)(ii).

“PBGC” means the Pension Benefit Guaranty Corporation, or any successor thereto.

“Permitted Investors” means each of the members of Borrower as of the Effective Date, excluding Kayne.

“Permitted Liens” has the meaning assigned to such term in Section 9.03.

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

“Petroleum Industry Standards” means the Definitions for Oil and Gas Reserves promulgated by the Society of Petroleum Engineers (or any generally recognized successor) as in effect at the time in question.

“Plan” means any “employee pension benefit plan” (as defined in section 3(2) of ERISA) that is subject to the provisions of Title IV of ERISA, section 412 of the Code or section 302 of ERISA (other than a Multiemployer Plan), that is sponsored, maintained or contributed to by Borrower, a Subsidiary or any ERISA Affiliate or with respect to which Borrower, a Subsidiary or any ERISA Affiliate was a substantial employer pursuant to section 4063 of ERISA at any time during the preceding five years, or was a contributing sponsor under section 4069 of ERISA.

“Prime Rate” means the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate in effect at its principal office; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective. Such rate is set by the Administrative Agent as a general reference rate of interest, taking into account such factors as the Administrative Agent may deem appropriate; it being understood that many of the Administrative Agent’s commercial or other loans are priced in relation to such rate, that it is not necessarily the lowest or best rate actually charged to any customer and that the Administrative Agent may make various commercial or other loans at rates of interest having no relationship to such rate.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including, without limitation, cash, securities, accounts and contract rights.

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“Proposed Borrowing Base” has the meaning assigned to such term in Section 2.07(c)(i).

“Proposed Borrowing Base Notice” has the meaning assigned to such term in Section 2.07(c)(ii).

“Proved Developed Non-Producing Reserves” shall mean oil and gas reserves that, in accordance with Petroleum Industry Standards, are classified as both “Proved Reserves” and “Developed Non-Producing Reserves.”

“Proved Developed Producing Reserves” shall mean oil and gas reserves that, in accordance with Petroleum Industry Standards, are classified as both “Proved Reserves” and “Developed Producing Reserves.”

“Proved Developed Reserves” shall mean oil and gas reserves that, in accordance with Petroleum Industry Standards, are classified as both “Proved Reserves” and one of the following: (a) “Developed Producing Reserves” or (b) “Developed Non-Producing Reserves.”

“Proved Reserves” shall mean oil and gas reserves that, in accordance with Petroleum Industry Standards, are classified as both “Proved Reserves” and one of the following: (a) “Developed Producing Reserves”, (b) “Developed Non-Producing Reserves” or (c) “Undeveloped Reserves”.

“PV-9” shall mean, with respect to any Proved Reserves expected to be produced from any of the Borrower’s or its Subsidiaries Oil and Gas Properties as set forth in the most recent Reserve Report delivered pursuant to this Agreement, the net present value, discounted at 9% per annum, of the future net revenues expected to accrue to the Borrower’s and its Subsidiaries’ collective interests in such reserves during the remaining expected economic lives of such reserves, calculated in accordance with the Bank Price Deck for oil, natural gas and other Hydrocarbons, as applicable, in effect at the time any calculation of PV-9 shall be required to be made.

“Recipient” means (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, as applicable.

“Redemption” means with respect to any Debt, the repurchase, redemption, prepayment, repayment, defeasance or any other acquisition or retirement for value (or the segregation of funds with respect to any of the foregoing) of such Debt. “Redeem” has the correlative meaning thereto.

“Redetermination Date” means, with respect to any Scheduled Redetermination or any Interim Redetermination, the date that the redetermined Borrowing Base related thereto becomes effective pursuant to Section 2.07(d).

“Register” has the meaning assigned such term in Section 12.04(b)(iv).

“Regulation D” means Regulation D of the Board, as the same may be amended, supplemented or replaced from time to time.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors (including attorneys, accountants and experts) of such Person and such Person’s Affiliates.

“Release” means any depositing, spilling, leaking, pumping, pouring, placing, emitting, discarding, abandoning, emptying, discharging, migrating, injecting, escaping, leaching, dumping, or disposing.

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“Remedial Work” has the meaning assigned such term in Section 8.10(a).

“Reserve Report” means a report, in form and substance reasonably satisfactory to the Administrative Agent, setting forth, as of each December 31st or June 30th (or such other date in the event of an Interim Redetermination) the oil and gas reserves attributable to the Oil and Gas Properties of the Borrower and the Subsidiaries, together with a projection of the rate of production and future net income, taxes, operating expenses and capital expenditures with respect thereto as of such date, based upon pricing assumptions consistent with the Administrative Agent’s lending requirements at the time.

“Responsible Officer” means, as to any Person, the Chief Executive Officer, the President, any Financial Officer or any Vice President of such Person. Unless otherwise specified, all references to a Responsible Officer herein shall mean a Responsible Officer of the Borrower.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other Property) with respect to any Equity Interests in the Borrower or any of its Subsidiaries, or any payment (whether in cash, securities or other Property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Borrower or any of its Subsidiaries or any option, warrant profit interest, or other right to acquire any such Equity Interests in the Borrower or any of its Subsidiaries.

“Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Loans and its LC Exposure at such time.

“Rules” has the meaning assigned such term in Section 12.17(b).

“Scheduled Redetermination” has the meaning assigned such term in Section 2.07(b).

“Scheduled Redetermination Date” means the date on which a Borrowing Base that has been redetermined pursuant to a Scheduled Redetermination becomes effective as provided in Section 2.07(d).

“SEC” means the Securities and Exchange Commission or any successor Governmental Authority.

“Sector Capital 2010 Deed of Trust” means that certain Trust Deed, Assignment of Rents and Leases, Security Agreement and Fixture Filing dated April 25, 2008, from Casmalia Investors, LLC, a Michigan limited liability company, recorded on May 12, 2008 as document no. 2008-0028005, as amended by that certain First Amendment to Trust Deed, Assignment of Rents and Leases, Security Agreement and Fixture Filing dated April 21, 2009, and recorded on September 23, 2009, as document no. 2009-0058230.

“Sector Capital 2010 Loan Agreement” means that certain second replacement promissory note dated February 5, 2010 in the aggregate principal amount of $1,765,582.90 made by Orcutt Properties, LLC, NW Casmalia Properties, LLC and Gitte-Ten, LLC (and assumed by Borrower) in favor of Sector Capital Corporation.

“Secured Swap Agreement” means any Swap Agreement among the Borrower and an Approved Counterparty and if such Approved Counterparty is not a Lender or an Affiliate of a Lender, that is subject to a Swap Intercreditor Agreement approved by the Administrative Agent in its sole discretion.

“Security Instruments” means the Guarantee and Collateral Agreement, any Swap Intercreditor Agreement, mortgages, deeds of trust, and any and all other agreements, instruments, consents or

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certificates now or hereafter executed and delivered by the Borrower or any other Person (other than Swap Agreements with the Lenders or any Affiliate of a Lender or participation or similar agreements between any Lender and any other lender or creditor with respect to any Indebtedness pursuant to this Agreement) in connection with, or as security for the payment or performance of the Indebtedness, the Notes, this Agreement, or reimbursement obligations under the Letters of Credit, as such agreements may be amended, modified, supplemented or restated from time to time.

“Shell Lease” means that certain oil and gas lease held by GTL dated October 22, 1975, the short form of which was recorded May 21, 1976 in Book 2613, Page 1562 by and between Shell Oil Company as Lessor, and Montara Petroleum Company as Lessee, Official Records of Santa Barbara County, California.

“S&P” means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc., and any successor thereto that is a nationally recognized rating agency.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject (a) with respect to the Base CD Rate, for new negotiable nonpersonal time deposits in dollars of over $100,000 with maturities approximately equal to three months and (b) with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Libor Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Subsidiary” means, with respect to any Person (the “parent”) at any date, any other Person the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other Person (a) of which Equity Interests representing more than 50% of the equity or more than 50% of the ordinary voting power (irrespective of whether or not at the time Equity Interests of any other class or classes of such Person shall have or might have voting power by reason of the happening of any contingency) or, in the case of a partnership, any general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement, whether exchange traded, “over-the-counter” or otherwise, involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Swap Agreement.

“Swap Intercreditor Agreement” means each intercreditor agreement entered into among Administrative Agent, the Borrower and an Approved Counterparty that is not a Lender or an Affiliate of a Lender.

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“Swap Termination Value” means, in respect of any one or more Swap Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Agreements, (a) for any date on or after the date such Swap Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s) and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Agreements, as determined by the counterparties to such Swap Agreements.

“Synthetic Leases” means, in respect of any Person, all leases which shall have been, or should have been, in accordance with GAAP, treated as operating leases on the financial statements of the Person liable (whether contingently or otherwise) for the payment of rent thereunder and which were properly treated as indebtedness for borrowed money for purposes of U.S. federal income taxes, if the lessee in respect thereof is obligated to either purchase for an amount in excess of, or pay upon early termination an amount in excess of, 80% of the residual value of the Property subject to such operating lease upon expiration or early termination of such lease.

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Termination Date” means the earlier of the Maturity Date and the date of termination of the Commitments.

“Transactions” means, with respect to (a) the Borrower, the execution, delivery and performance by the Borrower of this Agreement, and each other Loan Document to which it is a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder, and the grant of Liens by the Borrower on Mortgaged Properties and other Properties pursuant to the Security Instruments, (b) each Guarantor, the execution, delivery and performance by such Guarantor of each Loan Document, the guaranteeing of the Indebtedness and the other obligations under the Guarantee and Collateral Agreement by such Guarantor and such Guarantor’s grant of the security interests and provision of collateral under the Security Instruments, and the grant of Liens by such Guarantor on Mortgaged Properties and other Properties pursuant to the Security Instruments and (c) Kayne, the execution, delivery and performance of the Kayne Guaranty Agreement.

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Alternate Base Rate or the Adjusted LIBO Rate.

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 5.03(e).

Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Title IV of ERISA.

“Withholding Agent” means the Borrower and the Administrative Agent.

Section 1.03 Types of Loans and Borrowings. For purposes of this Agreement, Loans and Borrowings, respectively, may be classified and referred to by Type (e.g., a “Libor Loan” or a “Libor Borrowing”).

Section 1.04 Terms Generally; Rules of Construction. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,

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“includes” and “including” as used in this Agreement shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth in the Loan Documents), (b) any reference herein to any law shall be construed as referring to such law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to the restrictions contained in the Loan Documents), (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) with respect to the determination of any time period, the word “from” means “from and including” and the word “to” means “to and including” and (f) any reference herein to Articles, Sections, Annexes, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement. No provision of this Agreement or any other Loan Document shall be interpreted or construed against any Person solely because such Person or its legal representative drafted such provision.

Section 1.05 Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the Financial Statements except for changes in which Borrower’s independent certified public accountants concur and which are disclosed to Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a); provided that, unless the Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants contained herein is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods.

ARTICLE II

The Credits

Section 2.01 Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Loans to the Borrower during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the total Revolving Credit Exposures exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay and reborrow the Loans.

Section 2.02 Loans and Borrowings.

(a) Borrowings; Several Obligations. Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b) Types of Loans. Subject to Section 3.03, each Borrowing shall be comprised entirely of ABR Loans or Libor Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Libor Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

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(c) Minimum Amounts; Limitation on Number of Borrowings. At the commencement of each Interest Period for any Libor Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $100,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $100,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.08(e). Borrowings of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of five (5) Libor Borrowings outstanding. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

(d) Notes. The Loans made by each Lender shall be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement, as of the date of this Agreement or (ii) any Lender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date of the Assignment and Assumption, payable to such Lender in a principal amount equal to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered on the effective date of such increase or decrease, a new Note payable to such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or decrease, and otherwise duly completed. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, or on any separate record maintained by such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans.

Section 2.03 Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Libor Borrowing, not later than 12:00 noon, Houston, Texas time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon, Houston, Texas time, one Business Day before the date of the proposed Borrowing; provided that no such notice shall be required for any deemed request of an ABR Borrowing to finance the reimbursement of an LC Disbursement as provided in Section 2.08(e). Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, facsimile or electronic mail to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit B and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

(i) the aggregate amount of the requested Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be an ABR Borrowing or a Libor Borrowing;

(iv) in the case of a Libor Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;

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(v) the amount of the then effective Available Amount, the current total Revolving Credit Exposures (without regard to the requested Borrowing) and the pro forma total Revolving Credit Exposures (giving effect to the requested Borrowing); and

(vi) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Libor Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Each Borrowing Request shall constitute a representation that the amount of the requested Borrowing shall not cause the total Revolving Credit Exposures to exceed the total Commitments (i.e., the lesser of the Aggregate Maximum Credit Amounts and the then effective Available Amount).

Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Section 2.04 Interest Elections.

(a) Conversion and Continuance. Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Libor Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Libor Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.04. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

(b) Interest Election Requests. To make an election pursuant to this Section 2.04, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery, facsimile or electronic mail to the Administrative Agent of a written Interest Election Request in substantially the form of Exhibit C and signed by the Borrower.

(c) Information in Interest Election Requests. Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to Section 2.04(c)(iv) and (iv) shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Libor Borrowing; and

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(iv) if the resulting Borrowing is a Libor Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Libor Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d) Notice to Lenders by the Administrative Agent. Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) Effect of Failure to Deliver Timely Interest Election Request and Events of Default and Available Amount Deficiencies on Interest Election. If the Borrower fails to deliver a timely Interest Election Request with respect to a Libor Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default or an Available Amount Deficiency has occurred and is continuing: (i) no outstanding Borrowing may be converted to or continued as a Libor Borrowing (and any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Libor Borrowing shall be ineffective) and (ii) unless repaid, each Libor Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

Section 2.05 Funding of Borrowings.

(a) Funding by Lenders. Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 11:00 a.m., Houston, Texas time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower designated by the Borrower in the applicable Borrowing Request; provided that ABR Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.08(e) shall be remitted by the Administrative Agent to the Issuing Bank. Nothing herein shall be deemed to obligate any Lender to obtain the funds for its Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for its Loan in any particular place or manner.

(b) Presumption of Funding by the Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.05(a) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

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Section 2.06 Termination and Reduction of Aggregate Maximum Credit Amounts.

(a) Scheduled Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Maturity Date. If at any time the Aggregate Maximum Credit Amounts or the Available Amount is terminated or reduced to zero, then the Commitments shall terminate on the effective date of such termination or reduction.

(b) Optional Termination and Reduction of Aggregate Credit Amounts.

(i) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Maximum Credit Amounts; provided that (A) each reduction of the Aggregate Maximum Credit Amounts shall be in an amount that is an integral multiple of $100,000 and not less than $100,000 and (B) the Borrower shall not terminate or reduce the Aggregate Maximum Credit Amounts if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 3.04(c), the total Revolving Credit Exposures would exceed the total Commitments.

(ii) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Maximum Credit Amounts under Section 2.06(b)(i) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.06(b)(ii) shall be irrevocable. Any termination or reduction of the Aggregate Maximum Credit Amounts shall be permanent and may not be reinstated. Each reduction of the Aggregate Maximum Credit Amounts shall be made ratably among the Lenders in accordance with each Lender’s Applicable Percentage.

Section 2.07 Borrowing Base.

(a) Initial Borrowing Base. For the period from and including the Effective Date to but excluding the first Redetermination Date, the amount of the Borrowing Base shall be nine million dollars ($9,000,000). Notwithstanding the foregoing, the Borrowing Base may be subject to further adjustments from time to time pursuant to Section 8.13(c) or Section 9.12(d).

(b) Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with this Section 2.07 (a “Scheduled Redetermination”), and, subject to Section 2.07(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank and the Lenders on May 1st and October 1st of each year. In addition, the Borrower may, by notifying the Administrative Agent thereof, and the Administrative Agent may, at the direction of the Majority Lenders, by notifying the Borrower thereof, one time during any 12-month period, each elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with this Section 2.07; provided that the Administrative Agent may redetermine the Borrowing Base at any time if Kayne is required to pay the Kayne Guaranty Amount to the Borrower pursuant to the Kayne Guaranty Agreement.

(c) Scheduled and Interim Redetermination Procedure.

(i) Each Scheduled Redetermination and each Interim Redetermination shall be effectuated as follows: Upon receipt by the Administrative Agent of (A) the Reserve Report and the certificate required to be delivered by the Borrower to the Administrative Agent, in the case of a Scheduled Redetermination, pursuant to Section 8.12(a) and (c), and, in the case of an Interim Redetermination, pursuant to Section 8.12(b) and (c), and (B) such other reports, data and

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supplemental information, including, without limitation, the information provided pursuant to Section 8.12(c), as may, from time to time, be reasonably requested by the Majority Lenders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall, in good faith, propose a new Borrowing Base (the “Proposed Borrowing Base”) based upon such information and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and the existence of any other Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with its normal oil and gas lending criteria as it exists at the particular time. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Credit Amounts.

(ii) The Administrative Agent shall notify the Borrower and the Lenders of the Proposed Borrowing Base (the “Proposed Borrowing Base Notice”):

(A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on or before the May 1 and October 1 of such year following the date of delivery or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.07(c)(i); and

(B) in the case of an Interim Redetermination, promptly, and in any event, within thirty (30) days after the Administrative Agent has received the required Engineering Reports.

(iii) Any Proposed Borrowing Base that would increase, decrease or maintain the Borrowing Base then in effect must be approved or deemed to have been approved by all of the Lenders as provided in this Section 2.07(c)(iii). Upon receipt of the Proposed Borrowing Base Notice, each Lender shall have thirty (30) days to agree with the Proposed Borrowing Base or disagree with the Proposed Borrowing Base by proposing an alternate Borrowing Base. If at the end of such thirty (30) days, any Lender has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Borrowing Base. If, at the end of such 30-day period, all of the Lenders have approved or deemed to have approved, as aforesaid, then the Proposed Borrowing Base shall become the new Borrowing Base, effective on the date specified in Section 2.07(d). If, however, at the end of such 30-day period, all of the Lenders have not approved or deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Lenders to ascertain the highest Borrowing Base then acceptable to the Lenders for purposes of this Section 2.07 and, so long as such amount does not increase the Borrowing Base then in effect, such amount shall become the new Borrowing Base, effective on the date specified in Section 2.07(d).

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(d) Effectiveness of a Redetermined Borrowing Base. After a redetermined Borrowing Base is approved or is deemed to have been approved by all of the Lenders pursuant to Section 2.07(c)(iii), the Administrative Agent shall notify the Borrower and the Lenders of the amount of the redetermined Borrowing Base (the “New Borrowing Base Notice”), and such amount shall become the new Borrowing Base, effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank and the Lenders:

(i) in the case of a Scheduled Redetermination, (A) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on May 1st and October 1st, as applicable, following such notice, or (B) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Section 8.12(a) and (c) in a timely and complete manner, then on the Business Day next succeeding delivery of such notice; and

(ii) in the case of an Interim Redetermination, on the Business Day next succeeding delivery of such notice.

Such amount shall then become the Borrowing Base until the next Scheduled Redetermination Date, the next Interim Redetermination Date or the next adjustment to the Borrowing Base under Section 8.13(c) or Section 9.12, whichever occurs first. Notwithstanding the foregoing, no Scheduled Redetermination or Interim Redetermination shall become effective until the New Borrowing Base Notice related thereto is received by the Borrower.

Section 2.08 Letters of Credit.

(a) General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of dollar denominated Letters of Credit for its own account or for the account of any of its Subsidiaries, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Availability Period; provided that the Borrower may not request the issuance, amendment, renewal or extension of Letters of Credit hereunder if an Available Amount Deficiency exists at such time or would exist as a result thereof. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver (or transmit by facsimile or electronic mail, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (not less than five (5) Business Days in advance of the requested date of issuance, amendment, renewal or extension) a notice:

(i) requesting the issuance of a Letter of Credit or identifying the Letter of Credit to be amended, renewed or extended;

(ii) specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day);

(iii) specifying the date on which such Letter of Credit is to expire (which shall comply with Section 2.08(c));

(iv) specifying the amount of such Letter of Credit;

(v) specifying the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit; and

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(vi) specifying the amount of the then effective Available Amount and whether an Available Amount Deficiency exists at such time, the current total Revolving Credit Exposures (without regard to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit) and the pro forma total Revolving Credit Exposures (giving effect to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit).

Each notice shall constitute a representation that after giving effect to the requested issuance, amendment, renewal or extension, as applicable, (i) the LC Exposure shall not exceed the LC Commitment and (ii) the total Revolving Credit Exposures shall not exceed the total Commitments (i.e. the lesser of the Aggregate Maximum Credit Amounts and the then effective Available Amount).

If requested by the Issuing Bank, the Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit.

(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date.

(d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in Section 2.08(e), or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.08(d) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default, the existence of an Available Amount Deficiency or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, Houston, Texas time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 11:00 a.m., Houston, Texas time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, Houston, Texas time, on (i) the Business Day that the Borrower receives such notice, if such notice is received prior to 11:00 a.m., Houston, Texas time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that if such LC Disbursement is not less than $1,000,000, the Borrower shall, subject to the conditions to Borrowing set forth herein, be deemed to have requested, and the Borrower does hereby request under such circumstances, that such payment be financed with an ABR Borrowing in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Borrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the

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payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.05 with respect to Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this Section 2.08(e), the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this Section 2.08(e) to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this Section 2.08(e) to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

(f) Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in Section 2.08(e) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit or any Letter of Credit Agreement, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.08(f), constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised all requisite care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by facsimile or electronic mail) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank and the Lenders with respect to any such LC Disbursement.

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(h) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, until the Borrower shall have reimbursed the Issuing Bank for such LC Disbursement (either with its own funds or a Borrowing under Section 2.08(e)), the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Loans. Interest accrued pursuant to this Section 2.08(h) shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to Section 2.08(e) to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.

(i) Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 3.05(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of the Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

(j) Cash Collateralization. If (i) any Event of Default shall occur and be continuing and the Borrower receives notice from the Administrative Agent or the Majority Lenders demanding the deposit of cash collateral pursuant to this Section 2.08(j), or (ii) the Borrower is required to pay to the Administrative Agent the excess attributable to an LC Exposure in connection with any prepayment of an LC Exposure pursuant to Section 3.04(c), then the Borrower shall deposit, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to, in the case of an Event of Default, the LC Exposure, and in the case of a payment required by Section 3.04(c), the amount of such excess as provided in Section 3.04(c), as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower or any Subsidiary described in Section 10.01(h) or Section 10.01(i). The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Bank and the Lenders, an exclusive first priority and continuing perfected security interest in and Lien on such account and all cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in such account, all deposits or wire transfers made thereto, any and all investments purchased with funds deposited in such account, all interest, dividends, cash, instruments, financial assets and other Property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the foregoing, and all proceeds, products, accessions, rents, profits, income and benefits therefrom, and any substitutions and replacements therefor. The Borrower’s obligation to deposit amounts pursuant to this Section 2.08(j) shall be absolute and unconditional, without regard to whether any beneficiary of any such Letter of Credit has attempted to draw down all or a portion of such amount under the terms of a Letter of Credit, and, to the fullest extent permitted by applicable law, shall not be subject to any defense or be affected by a right of set-off, counterclaim or recoupment which the Borrower or any of its Subsidiaries may now or hereafter have against any such beneficiary, the Issuing Bank, the

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Administrative Agent, the Lenders or any other Person for any reason whatsoever. Such deposit shall be held as collateral securing the payment and performance of the Borrower’s and the Guarantor’s obligations under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated, be applied to satisfy other obligations of the Borrower and the Guarantors under this Agreement or the other Loan Documents. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, and the Borrower is not otherwise required to pay to the Administrative Agent the excess attributable to an LC Exposure in connection with any prepayment pursuant to Section 3.04(c), then such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

ARTICLE III

Payments of Principal and Interest; Prepayments; Fees

Section 3.01 Repayment of Loans. The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan on the Termination Date.

Section 3.02 Interest.

(a) ABR Loans. The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate.

(b) Libor Loans. The Loans comprising each Libor Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate.

(c) Post-Default Rate and Available Amount Deficiency Rate. Notwithstanding the foregoing, (i) if an Event of Default has occurred and is continuing, or if any principal of or interest on any Loan or any fee or other amount payable by the Borrower or any Guarantor hereunder or under any other Loan Document is not paid when due, whether at stated maturity, upon acceleration or otherwise, and including any payments in respect of an Available Amount Deficiency under Section 3.04(c), then all Loans and Letters of Credit outstanding, in the case of an Event of Default, and such overdue amount, in the case of a failure to pay amounts when due, shall bear interest, after as well as before judgment, at a rate per annum equal to two percent (2%) plus the rate applicable to ABR Loans as provided in Section 3.02(a), but in no event to exceed the Highest Lawful Rate, and (ii) during any Available Amount Deficiency, all Loans outstanding at such time shall bear interest, after as well as before judgment, at the rate then applicable to such Loans, plus the Applicable Margin, if any, plus an additional two percent (2%), but in no event to exceed the Highest Lawful Rate.

(d) Interest Payment Dates. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and on the Termination Date; provided that (i) interest accrued pursuant to Section 3.02(c) shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than an optional prepayment of an ABR Loan prior to the Termination Date), accrued

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interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Libor Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e) Interest Rate Computations. All interest hereunder shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error, and be binding upon the parties hereto.

Section 3.03 Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Libor Borrowing:

(a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate for such Interest Period; or

(b) the Administrative Agent is advised by the Majority Lenders that the Adjusted LIBO Rate or LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, facsimile or electronic mail as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Libor Borrowing shall be ineffective, and (ii) if any Borrowing Request requests a Libor Borrowing, such Borrowing shall be made either as an ABR Borrowing or at an alternate rate of interest determined by the Majority Lenders as their cost of funds.

Section 3.04 Prepayments.

(a) Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with Section 3.04(b). Each such optional prepayment shall be in an integral multiple of $100,000 and not less than $500,000.

(b) Notice and Terms of Optional Prepayment. The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile or electronic mail) of any prepayment hereunder (i) in the case of prepayment of a Libor Borrowing, not later than 12:00 noon, Houston, Texas time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon, Houston, Texas time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 3.02.

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(c) Mandatory Prepayments.

(i) If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j).

(ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07 or Section 8.13(c), which results in the total Revolving Credit Exposures exceeding the Available Amount, then the Borrower shall within thirty (30) days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs either:

(A) prepay the Borrowings in an aggregate principal amount equal to such excess,

(B) notify the Administrative Agent in writing that the Borrower will prepay such excess in four (4) equal monthly installments beginning on the date that is thirty (30) days following its receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or the date the adjustment occurs;

(C) pledge in favor of the Administrative Agent additional assets satisfactory to the Lenders in their sole discretion; or

(D) perform a combination of clauses (A) though (C).

If any excess remains after prepaying all of the Borrowings pursuant to this Section 3.04(c)(ii) as a result of an LC Exposure, the Borrower will pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). Notwithstanding the foregoing, prepayments and/or deposits of cash collateral required to be made pursuant to this Section 3.04(c)(ii) must be made on or prior to the Termination Date.

(iii) Upon any adjustments to the Borrowing Base pursuant to Section 9.12, if the total Revolving Credit Exposures exceeds the Available Amount as adjusted, then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings pursuant to this Section 3.04(c)(iii) as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.08(j). The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it or any Subsidiary receives proceeds as a result of such disposition; provided that all payments required to be made pursuant to this Section 3.04(c)(iii) must be made on or prior to the Termination Date.

(iv) [Reserved]

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(v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Libor Borrowings then outstanding, and if more than one Libor Borrowing is then outstanding, to each such Libor Borrowing in order of priority beginning with the Libor Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Libor Borrowing with the most number of days remaining in the Interest Period applicable thereto.

(vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in the prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.

(d) No Premium or Penalty. Prepayments permitted or required under this Section 3.04 shall be without premium or penalty, except as required under Section 5.02.

Section 3.05 Fees.

(a) Commitment Fees. The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the applicable Commitment Fee Rate on the average daily amount of the unused amount of the Commitment of such Lender during the period from and including the date of this Agreement to but excluding the Termination Date. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the Termination Date, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(b) Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Libor Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date of this Agreement to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, provided that in no event shall such fee be less than $500 during any year, and (iii) to the Issuing Bank, for its own account, its standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the date of this Agreement; provided that all such fees shall be payable on the Termination Date and any such fees accruing after the Termination Date shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 3.05(b) shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

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(c) Administrative Agent Fees. The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent.

(d) Other Fees. The Borrower agrees to pay to the Administrative Agent fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent.

ARTICLE IV

Payments; Pro Rata Treatment; Sharing of Set-offs

Section 4.01 Payments Generally; Pro Rata Treatment; Sharing of Set-offs.

(a) Payments by the Borrower. The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 5.01, Section 5.02, Section 5.03 or otherwise) prior to 1:00 p.m., Houston, Texas time, on the date when due, in immediately available funds, without defense, deduction, recoupment, set-off or counterclaim. Fees, once paid, shall be fully earned and shall not be refundable under any circumstances, except where manifest error. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices specified in Section 12.01, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Section 5.01, Section 5.02, Section 5.03 and Section 12.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars.

(b) Application of Insufficient Payments. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

(c) Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 4.01(c) shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a

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Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 4.01(c) shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Section 4.02 Presumption of Payment by the Borrower. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Section 4.03 Certain Deductions by the Administrative Agent. Payments and Deductions by the Administrative Agent; Defaulting Lenders.

(a) Certain Deductions by the Administrative Agent. If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(b), Section 2.08(d), Section 2.08(e), Section 4.02, Section 5.03(f) or Section 12.03(c), then the Administrative Agent may, in its sole discretion (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent or the Issuing Bank to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its sole discretion.

(b) Payments to Defaulting Lenders. If a Defaulting Lender (or a Lender who would be a Defaulting Lender but for the expiration of the relevant grace period) as a result of the exercise of a set-off shall have received a payment in respect of its Revolving Credit Exposure which results in its Revolving Credit Exposure being less than its Applicable Percentage of the aggregate Revolving Credit Exposures, then no payments will be made to such Defaulting Lender until such time as such Defaulting Lender is no longer a Defaulting Lender and all amounts due and owing to the Lenders have been equalized in accordance with each Lender’s Applicable Percentage of the Revolving Credit Exposures. Further, if at any time prior to the acceleration or maturity of the Loans, the Administrative Agent shall receive any payment in respect of principal of a Loan or a reimbursement of an LC Disbursement while one or more Defaulting Lenders shall be party to this Agreement, the Administrative Agent shall apply such payment first to the Borrowing(s) for which such Defaulting Lender(s) shall have failed to fund its pro rata share until such time as such Borrowing(s) are paid in full or each Lender (including each Defaulting Lender) is owed its Applicable Percentage of all Loans then outstanding. After acceleration or maturity of the Loans, subject to the first sentence of this Section 4.03(b), all principal will be paid ratably as provided in Section 10.02(c).

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(c) Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(i) Fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 3.05(a).

(ii) The Commitment, the Maximum Credit Amount and the Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 12.02), provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender shall require the consent of such Defaulting Lender; and provided further that any redetermination or affirmation of the Borrowing Base shall occur without the participation of a Defaulting Lender, but the Commitment (i.e., the Applicable Percentage of the Available Amount of a Defaulting Lender) may not be increased without the consent of such Defaulting Lender.

(iii) If any LC Exposure exists at the time a Lender becomes a Defaulting Lender then:

(A) all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (for the purposes of such reallocation the Defaulting Lender’s Maximum Credit Amount shall be disregarded in determining the Non-Defaulting Lender’s Applicable Percentage) but only to the extent (1) the sum of all Non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender’s LC Exposure does not exceed the total of all Non-Defaulting Lenders’ Maximum Credit Amounts, and (2) the sum of each Non-Defaulting Lender’s Revolving Credit Exposure plus its reallocated share of such Defaulting Lender’s LC Exposure does not exceed such Non-Defaulting Lender’s Maximum Credit Amount;

(B) if the reallocation described in clause (A) above cannot, or can only partially, be effected, then the Borrower shall, without prejudice to any right or remedy available to it, within one Business Day following notice by the Administrative Agent cash collateralize for the benefit of the Issuing Bank only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (A) above) in accordance with the procedures set forth in Section 2.08(j) for so long as such LC Exposure is outstanding;

(C) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (B) above, then the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 3.05(a) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;

(D) if the LC Exposure of the Non-Defaulting Lenders is reallocated pursuant to clause (A) above, then the fees payable to the Lenders pursuant to Section 3.05(a) and Section 3.05(b) shall be adjusted in accordance with such Non-Defaulting Lenders’ Applicable Percentages; and

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(E) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (A) or (B) above, then, without prejudice to any rights or remedies of the Issuing Bank or any Lender hereunder, all commitment fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 3.05(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until such LC Exposure is reallocated and/or cash collateralized; and

(iv) So long as such Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the Non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 4.03(c), and participating interests in any such newly issued or increased Letter of Credit shall be allocated among Non-Defaulting Lenders in a manner consistent with Section 4.03(c)(iii)(A) (and such Defaulting Lender shall not participate therein).

No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender.

If (i) a Bankruptcy Event with respect to a Lender Parent of any Lender shall occur following the date hereof and for so long as such event shall continue or (ii) the Issuing Bank has a good faith belief that any Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless the Issuing Bank shall have entered into arrangements with the Borrower or such Lender, satisfactory to the Issuing Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder.

In the event that the Administrative Agent, the Borrower and the Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Maximum Credit Amount and on such date, if necessary, such Lender shall purchase at par such of the Loans and/or participations in Letters of Credit of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans and funded and unfunded participations in Letters of Credit in accordance with its Applicable Percentage; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by the Borrower while such Lender was a Defaulting Lender.

Section 4.04 Disposition of Proceeds. The Security Instruments contain an assignment by the Borrower and/or the Guarantors unto and in favor of the Administrative Agent for the benefit of the Lenders of all of the Borrower’s or each Guarantor’s interest in and to production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Instruments further provide in general for the application of such proceeds to the satisfaction of the Indebtedness and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security Instruments, until the occurrence of an Event of Default, (a) the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Administrative Agent to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or such Subsidiaries.

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ARTICLE V

Increased Costs; Break Funding Payments; Taxes; Illegality

Section 5.01 Increased Costs.

(a) Libor Changes in Law. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate); or

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes or (B) Excluded Taxes on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii) impose on any Lender or any Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Libor Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Libor Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender (whether of principal, interest or otherwise), then the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(b) Capital Requirements. If any Lender or the Issuing Bank reasonably determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

(c) Certificates. A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in Section 5.01(a) or (b) shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within 15 days after receipt thereof.

(d) Effect of Failure or Delay in Requesting Compensation. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section 5.01 for any increased costs incurred or reductions suffered more than one year prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower and the Administrative Agent of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the one-year period referred to above shall be extended to include the period of retroactive effect thereof).

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Section 5.02 Break Funding Payments. In the event of (a) the payment of any principal of any Libor Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Libor Loan into an ABR Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Libor Loan on the date specified in any notice delivered pursuant hereto, or (d) the assignment of any Libor Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 5.04(b), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Libor Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the Libor market.

A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 5.02 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Section 5.03 Taxes.

(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or Guarantor under any Loan Document shall be made without deduction for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or Guarantor shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b) Payment of Other Taxes by the Borrower. The Borrower shall (without duplication of amounts otherwise payable under this Section 5.03) pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(c) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Bank, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 5.03) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes

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were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate of the Administrative Agent, a Lender or the Issuing Bank as to the amount of such payment or liability under this Section 5.03 shall be delivered to the Borrower and shall be conclusive absent manifest error.

(d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower or a Guarantor to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Status of Lenders.

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 5.03(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing:

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

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(2) executed originals of IRS Form W-8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN; or

(4) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

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(iii) Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(f) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that a Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions Section 12.04(c)(ii) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (f).

(g) Treatment of Tax Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.03 (including by the payment of additional amounts pursuant to this Section 5.03), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts with respect to such refund had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h) Issuing Bank. For purposes of this Section 5.03, the term “Lender” includes any Issuing Bank.

(i) Survival. Each party’s obligations under this Section 5.03 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

Section 5.04 Mitigation Obligations; Replacement of Lenders.

(a) Designation of Different Lending Office. If any Lender requests compensation under Section 5.01, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.03, then such Lender shall

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use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.01 or Section 5.03, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) Replacement of Lenders. If any Lender requests compensation under Section 5.01, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.03, or if any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04(b)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, conditioned or delayed (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 5.01 or payments required to be made pursuant to Section 5.03, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Section 5.05 Illegality. Notwithstanding any other provision of this Agreement, in the event that it becomes unlawful for any Lender or its applicable lending office to honor its obligation to make or maintain Libor Loans either generally or having a particular Interest Period hereunder, then (a) such Lender shall promptly notify the Borrower and the Administrative Agent thereof and such Lender’s obligation to make such Libor Loans shall be suspended (the “Affected Loans”) until such time as such Lender may again make and maintain such Libor Loans and (b) all Affected Loans which would otherwise be made by such Lender shall be made instead as ABR Loans (and, if such Lender so requests by notice to the Borrower and the Administrative Agent, all Affected Loans of such Lender then outstanding shall be automatically converted into ABR Loans on the date specified by such Lender in such notice) and, to the extent that Affected Loans are so made as (or converted into) ABR Loans, all payments of principal which would otherwise be applied to such Lender’s Affected Loans shall be applied instead to its ABR Loans.

ARTICLE VI

Conditions Precedent

Section 6.01 Effective Date. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 12.02):

(a) The Administrative Agent and the Lenders shall have received all commitment, facility and agency fees and all other fees and amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder (including, without limitation, the fees and expenses of Vinson & Elkins L.L.P., counsel to the Administrative Agent).

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(b) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower and each Subsidiary setting forth (i) resolutions of its board of directors with respect to the authorization of the Borrower or such Subsidiary to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower or such Subsidiary (y) who are authorized to sign the Loan Documents to which the Borrower or such Subsidiary is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of such authorized officers, and (iv) the Organizational Documents of the Borrower and each Subsidiary, certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary.

(c) The Administrative Agent shall have received certificates of the appropriate State agencies with respect to the existence, qualification and good standing of the Borrower and each Guarantor.

(d) The Administrative Agent shall have received a compliance certificate which shall be substantially in the form of Exhibit D, duly and properly executed by a Responsible Officer and dated as of the Effective Date.

(e) The Administrative Agent shall have received from each party hereto counterparts (in such number as may be requested by the Administrative Agent) of this Agreement signed on behalf of such party.

(f) The Administrative Agent shall have completed its review of the legal, corporate and capital structure of the Borrower and its Subsidiaries.

(g) The Administrative Agent shall have received duly executed Notes payable to the order of each Lender requesting a Note in a principal amount equal to its Maximum Credit Amount dated as of the date hereof.

(h) The Administrative Agent shall have received from each party thereto duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Security Instruments, including the Guarantee and Collateral Agreement. In connection with the execution and delivery of the Security Instruments, the Administrative Agent shall:

(i) be reasonably satisfied that the Security Instruments create first priority, perfected Liens (subject only to (A) Excepted Liens identified in clauses (a) to (d) and (f) of the definition thereof, but subject to the provisos at the end of such definition or (B) Liens permitted by Section 9.03(d)) on (i) all of the Oil and Gas Properties of the Borrower and its Subsidiaries and (ii) all other Property of the Borrower and its Subsidiaries, whether real or personal, tangible or intangible and wherever located; and

(ii) have received certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each of the Guarantors, to the extent any of the Guarantors have opted-in to Division 8 of the California Commercial Code.

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(i) The Administrative Agent shall have received opinions of Latham & Watkins LLP, special counsel to the Borrower, and Rod Reynolds, California local counsel to the Borrower, in form and substance acceptable to the Administrative Agent.

(j) The Administrative Agent shall have received a certificate of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.12.

(k) The Administrative Agent shall have received title information as the Administrative Agent may reasonably require satisfactory to the Administrative Agent setting forth (i) the status of title to at least 85% of the total value of the Oil and Gas Properties evaluated in the Initial Reserve Report and (ii) the status of title for the Oil and Gas Properties of the Borrower and its Subsidiaries that is not evaluated in the Initial Reserve Report, to the satisfaction of the Administrative Agent.

(l) The Administrative Agent shall be reasonably satisfied with the environmental condition of the Oil and Gas Properties of the Borrower and its Subsidiaries.

(m) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that the Borrower and each Subsidiary has received all consents and approvals required by Section 7.03.

(n) The Administrative Agent shall have received the financial statements referred to in Section 7.04(a) and the Initial Reserve Report accompanied by a certificate covering the matters described in Section 8.12(c).

(o) The Administrative Agent shall have received appropriate UCC search certificates reflecting no prior Liens encumbering the Properties of the Borrower and the Subsidiaries for Delaware, California and any other jurisdiction requested by the Administrative Agent; other than those being assigned or released on or prior to the Effective Date or Liens permitted by Section 9.03.

(p) The Borrower shall have made available to the Administrative Agent all material contracts of the Borrower and its Subsidiaries giving rise to (or could reasonably be expected to give rise to) or securing Material Indebtedness and such material contracts shall be in form and substance reasonably satisfactory to the Majority Lenders.

(q) The Administrative Agent shall have received satisfactory evidence of the payment in full of all amounts due under the Existing Credit Agreement (or assumption thereof), the termination of all commitments to lend thereunder and the release (or assignment to the Administrative Agent) of all Liens and guarantees securing such obligations and any other obligations secured thereby, in each case prior to or contemporaneously with the Effective Date.

(r) The Administrative Agent shall have received duly executed counterparts of the Kayne Guaranty Agreement.

(s) The Administrative Agent shall have received evidence that the Borrower has purchased one or more Swap Agreements with one or more Approved Counterparties which have aggregate notional volumes of not less than 75% of the reasonably anticipated projected production from proved, developed, producing Oil and Gas Properties of the Borrower or any of its Subsidiaries located in the “Orcutt Field Monterey Formation” through the date that is forty-eight months after the date such Swap Agreements are executed.

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(t) The Administrative Agent shall have received such other documents as the Administrative Agent or special counsel to the Administrative Agent may reasonably request.

The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 12.02) at or prior to 11:00 a.m., Houston, Texas time, on November 30, 2012 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Section 6.02 Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including the initial funding), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:

(a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.

(b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no event, development or circumstance has occurred or shall then exist that has resulted in, or could reasonably be expected to have, a Material Adverse Effect.

(c) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date.

(d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause any Lender or the Issuing Bank to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document.

(e) The receipt by the Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable.

Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in Section 6.02(a) through (e).

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ARTICLE VII

Representations and Warranties

The Borrower represents and warrants to the Lenders that:

Section 7.01 Organization; Powers. Each of the Borrower and the Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority, and has all material governmental licenses, authorizations, consents and approvals necessary, to own its assets and to carry on its business as now conducted, and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Section 7.02 Authority; Enforceability. The Transactions are within the Borrower’s and each Guarantor’s entity powers and have been duly authorized by all necessary entity and, if required, equity holder action (including, without limitation, any action required to be taken by any class of directors of the Borrower or any other Person, whether interested or disinterested, in order to ensure the due authorization of the Transactions). Each Loan Document to which the Borrower and each Guarantor is a party has been duly executed and delivered by the Borrower and such Guarantor and constitutes a legal, valid and binding obligation of the Borrower and such Guarantor, as applicable, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Section 7.03 Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, members or managers (including Kayne) whether interested or disinterested, of the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) approval of the Creditors under the Existing Credit Agreement, which agreements shall be paid and released as of the Effective Date, (ii) approval of the lessor under the Shell Lease, and (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the Organizational Documents of the Borrower or any Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower (including the Borrower’s LLC Agreement and the Sector 2010 Loan Agreement) or any Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or such Subsidiary and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Subsidiary (other than Permitted Liens).

Section 7.04 Financial Condition; No Material Adverse Change.

(a) The Borrower has heretofore furnished to the Lenders its unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries and statements of income, stockholders equity and cash flows as of and for the portion of the fiscal year ended June 30, 2012, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes.

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(b) Since June 30, 2012, (i) there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect and (ii) the business of the Borrower and its Subsidiaries has been conducted only in the ordinary course consistent with past business practices.

(c) Except as set forth on Schedule 7.04(c), neither the Borrower nor any Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements.

Section 7.05 Litigation.

(a) Except as set forth on Schedule 7.05, there are no actions, suits, investigations or proceedings by or before any arbitrator or Governmental Authority pending against or, to the Knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve any Loan Document or the Transactions.

(b) Since the date of this Agreement, there has been no change in the status of the matters disclosed in Schedule 7.05 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Section 7.06 Environmental Matters. Except for such matters as set forth on Schedule 7.06 or that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Borrower:

(a) the Borrower and the Subsidiaries and each of their respective Properties and operations thereon are, and within all applicable statute of limitation periods have been, in compliance with all applicable Environmental Laws.

(b) the Borrower and the Subsidiaries have obtained all Environmental Permits required for their respective operations and each of their Properties, with all such Environmental Permits being currently in full force and effect, and none of Borrower or the Subsidiaries has received any written notice or otherwise has Knowledge that any such existing Environmental Permit will be revoked or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be protested or denied.

(c) there are no claims, demands, suits, orders, inquiries, or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Laws that is pending or, to Borrower’s Knowledge, threatened against the Borrower or any Subsidiary or any of their respective Properties or as a result of any operations at such Properties.

(d) none of the Properties of the Borrower or any Subsidiary contain or have contained any: (i) underground storage tanks; (ii) asbestos-containing materials; (iii) landfills or dumps; (iv) hazardous waste management units as defined pursuant to RCRA or any comparable state law; or (v) sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any comparable state law.

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(e) there has been no Release or, to the Borrower’s Knowledge, threatened Release, of Hazardous Materials at, on, under or from the Borrower’s or any Subsidiary’s Properties, there are no investigations, remediations, abatements, removals, or monitorings of Hazardous Materials required under applicable Environmental Laws at such Properties and, to the Knowledge of the Borrower, none of such Properties are adversely affected by any Release or threatened Release of a Hazardous Material originating or emanating from any other real property.

(f) neither the Borrower nor any Subsidiary has received any written notice asserting an alleged liability or obligation under any applicable Environmental Laws with respect to the investigation, remediation, abatement, removal, or monitoring of any Hazardous Materials at, under, or Released or threatened to be Released from any real properties offsite the Borrower’s or any Subsidiary’s Properties and, to the Borrower’s Knowledge, there are no conditions or circumstances that could reasonably be expected to result in the receipt of such written notice.

(g) there has been no exposure of any Person or Property to any Hazardous Materials as a result of or in connection with the operations and businesses of any of the Borrower’s or the Subsidiaries’ Properties that could reasonably be expected to form the basis for a claim for damages or compensation.

(h) The Borrower and the Subsidiaries have made available for review by the Lenders complete and correct copies of all environmental site assessment reports, investigations, studies, analyses, and correspondence on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) that are in any of the Borrower’s or the Subsidiaries’ possession or control and relating to their respective Properties or operations thereon.

Section 7.07 Compliance with the Laws and Agreements; No Defaults.

(a) Each of the Borrower and each Subsidiary is in compliance with all Governmental Requirements applicable to it or its Property and all agreements and other instruments binding upon it or its Property, and possesses all licenses, permits, franchises, exemptions, approvals and other governmental authorizations necessary for the ownership of its Property and the conduct of its business, except for those matters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Borrower or its Subsidiaries.

(b) Neither the Borrower nor any Subsidiary is in default nor has any event or circumstance occurred which, but for the expiration of any applicable grace period or the giving of notice, or both, would constitute a default or would require the Borrower or a Subsidiary to Redeem or make any offer to Redeem under any indenture, note, credit agreement or instrument pursuant to which any Material Indebtedness is outstanding or by which the Borrower or any Subsidiary or any of their Properties is bound.

(c) No Default has occurred and is continuing.

Section 7.08 Investment Company Act. Neither the Borrower nor any Subsidiary is an “investment company” or a company “controlled” by an “investment company,” within the meaning of, or subject to regulation under, the Investment Company Act of 1940, as amended.

Section 7.09 Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP or (b) to the extent that the failure to do so could not

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reasonably be expected to result in a Material Adverse Effect. The charges, accruals and reserves on the books of the Borrower and its Subsidiaries in respect of Taxes and other governmental charges are, in the reasonable opinion of the Borrower, adequate. No Tax Lien has been filed and the Borrower has not received written notice of any claim being asserted with respect to any such Tax or other such governmental charge.

Section 7.10 ERISA. No ERISA Event has occurred or is reasonably expected to occur. Neither the Borrower, a Subsidiary nor any ERISA Affiliate is required to contribute to, or has any other absolute or contingent liability in respect of, any Multiemployer Plan that, when taken together with all other such contribution obligations and liabilities, could reasonably be expected to result in a Material Adverse Effect. The Borrower, each Subsidiary and each ERISA Affiliate (a) has fulfilled its obligations under the minimum funding standards of ERISA and the Code with respect to each Plan and (b) is in compliance in all material respects with the presently applicable provisions of ERISA and the Code with respect to each “employee benefit plan” (as defined in section 3(3) of ERISA, but excluding any Multiemployer Plan) in respect of which the Borrower, a Subsidiary or any ERISA Affiliate may have liability. Neither the Borrower, a Subsidiary nor any ERISA Affiliate has (i) failed to make any contribution or payment to any Plan or Multiemployer Plan, or made any amendment to any Plan that has resulted or could result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Code, or (ii) incurred any liability under Title IV of ERISA other than a liability to the PBGC for premiums under section 4007 of ERISA that are not past due. The actuarial present value of the benefit liabilities under each Plan that is subject to Title IV of ERISA does not, as of the end of the Borrower’s most recently ended fiscal year, exceed the current value of the assets (computed on a plan termination basis in accordance with Title IV of ERISA) of such Plan allocable to such benefit liabilities by more than $250,000, and the sum of such excesses for all such Plans (determined without regard to the $250,000 threshold) does not exceed $250,000. The term “actuarial present value of the benefit liabilities” shall have the meaning specified in section 4041 of ERISA. Neither the Borrower, the Subsidiaries nor any ERISA Affiliate sponsors, maintains, or contributes to an employee welfare benefit plan, as defined in section 3(1) of ERISA, including, without limitation, any such plan maintained to provide benefits to former employees of such entities, that may not be terminated by the Borrower, a Subsidiary or any ERISA Affiliate in its sole discretion at any time without any material liability.

Section 7.11 Disclosure; No Material Misstatements. The Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the other reports, financial statements, certificates or other information furnished by or on behalf of the Borrower or any Subsidiary to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished), contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. There is no fact peculiar to the Borrower or any Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by or on behalf of the Borrower or any Subsidiary prior to, or on, the date hereof in connection with the transactions contemplated hereby. There are no statements or conclusions in any Reserve Report which are based upon or include misleading information or fail to take into account material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the

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Subsidiaries and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

Section 7.12 Insurance. The Borrower has, and has caused all of its Subsidiaries to have, (a) all insurance policies sufficient for the compliance by each of them with all material Governmental Requirements and all material agreements and (b) insurance coverage in at least amounts and against such risk (including, without limitation, public liability) that are usually insured against by companies similarly situated and engaged in the same or a similar business for the assets and operations of the Borrower and its Subsidiaries. The Administrative Agent and the Lenders have been named (or will be named as of the Effective Date) as additional insureds in respect of such liability insurance policies and the Administrative Agent has been named as loss payee with respect to Property loss insurance.

Section 7.13 Restriction on Liens. Except as set forth in the Existing Credit Agreement (which shall be paid off or assigned to the Administrative and the Lenders as of the Effective Date) and the Sector 2010 Loan Agreement, neither the Borrower nor any of the Subsidiaries is a party to any material agreement or arrangement (other than Capital Leases creating Liens permitted by Section 9.03(c)), or subject to any order, judgment, writ or decree, which either restricts or purports to restrict its ability to grant Liens to the Administrative Agent and the Lenders on or in respect of their Properties to secure the Indebtedness and the Loan Documents.

Section 7.14 Subsidiaries. Except as set forth on Schedule 7.14 or as disclosed in writing to the Administrative Agent (which shall promptly furnish a copy to the Lenders), which shall be a supplement to Schedule 7.14, the Borrower has no Subsidiaries. Neither the Borrower nor any Subsidiary has any Subsidiaries that are organized under the laws of a jurisdiction other than the United States of America, any state thereof or the District of Columbia.

Section 7.15 Location of Business and Offices. The Borrower’s jurisdiction of organization is Delaware; the name of the Borrower as listed in the public records of its jurisdiction of organization is Santa Maria Energy Holdings, LLC, and the organizational identification number of the Borrower in its jurisdiction of organization is 4627206 (or, in each case, as set forth in a notice delivered to the Administrative Agent pursuant to Section 8.01(k) in accordance with Section 12.01). The Borrower’s principal place of business and chief executive office are located at the address specified in Section 12.01 (or as set forth in a notice delivered pursuant to Section 8.01(k) and Section 12.01(c)). Each Subsidiary’s jurisdiction of organization, name as listed in the public records of its jurisdiction of organization, organizational identification number in its jurisdiction of organization, and the location of its principal place of business and chief executive office is stated on Schedule 7.14 (or as set forth in a notice delivered pursuant to Section 8.01(k)).

Section 7.16 Properties; Titles, Etc. Except as set forth in Schedule 7.16,

(a) Each of the Borrower and the Subsidiaries has good and defensible title to the Oil and Gas Properties evaluated in the most recently delivered Reserve Report and good title to all its personal Properties, in each case, free and clear of all Liens except (i) Permitted Liens and (ii) Liens being released on the Effective Date in connection with the payoff and assumption of the Existing Credit Agreement. After giving full effect to the Excepted Liens, the Borrower or the Subsidiary specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Borrower or such Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in the Borrower’s or such Subsidiary’s net revenue interest in such Property.

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(b) All material leases and agreements necessary for the conduct of the business of the Borrower and the Subsidiaries are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which could reasonably be expected to have a Material Adverse Effect.

(c) The rights and Properties presently owned, leased or licensed by the Borrower and the Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Borrower and the Subsidiaries to conduct their business in all material respects in the same manner as its business has been conducted prior to the date hereof.

(d) All of the Properties of the Borrower and the Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards.

(e) The Borrower and each Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Borrower and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and its Subsidiaries either own or have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

Section 7.17 Maintenance of Properties. Except for such acts or failures to act as could not be reasonably expected to have a Material Adverse Effect, the Oil and Gas Properties (and Properties unitized therewith) of the Borrower and its Subsidiaries have been maintained, operated and developed in a good and workmanlike manner and in conformity with all Governmental Requirements and in conformity with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties of the Borrower and its Subsidiaries. Specifically in connection with the foregoing, except for those as could not be reasonably expected to have a Material Adverse Effect, (i) no Oil and Gas Property of the Borrower or any Subsidiary is subject to having allowable production reduced below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) and (ii) none of the wells comprising a part of the Oil and Gas Properties (or Properties unitized therewith) of the Borrower or any Subsidiary is deviated from the vertical more than the maximum permitted by Governmental Requirements, and such wells are, in fact, bottomed under and are producing from, and the well bores are wholly within, the Oil and Gas Properties (or in the case of wells located on Properties unitized therewith, such unitized Properties) of the Borrower or such Subsidiary. All pipelines, wells, gas processing plants, platforms and other material improvements, fixtures and equipment owned in whole or in part by the Borrower or any of its Subsidiaries that are necessary to conduct normal operations are being maintained in a state adequate to conduct normal operations, and with respect to such of the foregoing which are operated by the Borrower or any of its Subsidiaries, in a manner consistent with the Borrower’s or its Subsidiaries’ past practices (other than those the failure of which to maintain in accordance with this Section 7.17 could not reasonably be expected to have a Material Adverse Effect).

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Section 7.18 Gas Imbalances, Prepayments. Except as set forth on Schedule 7.18 or on the most recent certificate delivered pursuant to Section 8.12(c), on a net basis there are no gas imbalances, take or pay or other prepayments which would require the Borrower or any of its Subsidiaries to deliver Hydrocarbons produced from their Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor exceeding one-half bcf of gas (on an mcf equivalent basis) in the aggregate.

Section 7.19 Marketing of Production. Except for contracts listed and in effect on the date hereof on Schedule 7.19, and thereafter either disclosed in writing to the Administrative Agent or included in the most recently delivered Reserve Report (with respect to all of which contracts the Borrower represents that it or its Subsidiaries are receiving a price for all production sold thereunder which is computed substantially in accordance with the terms of the relevant contract and are not having deliveries curtailed substantially below the subject Property’s delivery capacity), no material agreements exist which are not cancelable on 60 days notice or less without penalty or detriment for the sale of production from the Borrower’s or its Subsidiaries’ Hydrocarbons (including, without limitation, calls on or other rights to purchase, production, whether or not the same are currently being exercised) that (a) pertain to the sale of production at a fixed price and (b) have a maturity or expiry date of longer than six (6) months from the date hereof.

Section 7.20 Swap Agreements. Schedule 7.20, as of the date hereof, and after the date hereof, each report required to be delivered by the Borrower pursuant to Section 8.01(d), sets forth, a true and complete list of all Swap Agreements of the Borrower and each Subsidiary, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net mark to market value thereof, all credit support agreements relating thereto (including any margin required or supplied) and the counterparty to each such agreement.

Section 7.21 Use of Loans and Letters of Credit. The proceeds of the Loans and the Letters of Credit shall be used to provide working capital for exploration and production operations, to refinance Debt under the Existing Credit Agreement and for general corporate purposes. No proceeds of the Loans or Letters of Credit may be used to retire any Debt (other than accounts payable) and the Existing Credit Agreement, provided that the Existing Credit Agreement is paid in full. The Borrower and its Subsidiaries are not engaged principally, or as one of its or their important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying margin stock (within the meaning of Regulation T, U or X of the Board). No part of the proceeds of any Loan or Letter of Credit will be used for any purpose which violates the provisions of Regulations T, U or X of the Board.

Section 7.22 Solvency. After giving effect to the transactions contemplated hereby, (a) the aggregate assets (after giving effect to amounts that could reasonably be received by reason of indemnity, offset, insurance or any similar arrangement), at a fair valuation, of the Borrower and the Guarantors, taken as a whole, will exceed the aggregate Debt of the Borrower and the Guarantors on a consolidated basis, as the Debt becomes absolute and matures, (b) each of the Borrower and the Guarantors will not have incurred or intended to incur, and will not believe that it will incur, Debt beyond its ability to pay such Debt (after taking into account the timing and amounts of cash to be received by each of the Borrower and the Guarantors and the amounts to be payable on or in respect of its liabilities, and giving effect to amounts that could reasonably be received by reason of indemnity, offset, insurance or any similar arrangement) as such Debt becomes absolute and matures and (c) each of the Borrower and the Guarantors will not have (and will have no reason to believe that it will have thereafter) unreasonably small capital for the conduct of its business.

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ARTICLE VIII

Affirmative Covenants

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder and all other amounts payable under the Loan Documents shall have been paid in full in cash and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:

Section 8.01 Financial Statements; Ratings Change; Other Information. The Borrower will furnish to the Administrative Agent and each Lender:

(a) Annual Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than one hundred (120) days after the end of each fiscal year of the Borrower (beginning with the fiscal year ended December 31, 2012), its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by an independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied.

(b) Quarterly Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than sixty (60) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes.

(c) Certificate of Financial Officer – Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer in substantially the form of Exhibit D hereto (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 8.14 and Section 9.01 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 7.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate.

(d) Certificate of Financial Officer – Swap Agreements. Concurrently with the delivery of each Reserve Report hereunder, a certificate of a Financial Officer, in form and substance satisfactory to the Administrative Agent, setting forth as of such date, a true and complete list of all Swap Agreements of the Borrower and each Subsidiary, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net mark-to-market value therefor, any new credit support agreements relating thereto not listed on Schedule 7.20, any margin required or supplied under any credit support document, and the counterparty to each such agreement.

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(e) Certificate of Insurer – Insurance Coverage. Upon request, a certificate of insurance coverage from each insurer with respect to the insurance required by Section 8.07, in form and substance satisfactory to the Administrative Agent, and, if requested by the Administrative Agent or any Lender, all copies of the applicable policies.

(f) Other Accounting Reports. Promptly upon receipt thereof, a copy of each other formal report or letter submitted to the Borrower or any of its Subsidiaries by independent accountants in connection with any annual, interim or special audit made by them of the books of the Borrower or any such Subsidiary, and a copy of any response by the Borrower or any such Subsidiary, or the Board of Directors of the Borrower or any such Subsidiary, to such letter or report.

(g) Notices Under Material Instruments. Promptly after the furnishing thereof, copies of any financial statement, report or notice furnished to or by any Person that are material in nature and are pursuant to the terms of any agreement or instrument evidencing or giving rise to any Material Indebtedness, other than this Agreement and not otherwise required to be furnished to the Lenders pursuant to any other provision of this Section 8.01.

(h) Lists of Purchasers. Concurrently with the delivery of any Reserve Report to the Administrative Agent pursuant to Section 8.12, a list of all Persons purchasing Hydrocarbons from the Borrower or any Subsidiary.

(i) Notice of Sales of Oil and Gas Properties. In the event the Borrower or any Subsidiary intends to sell, transfer, assign or otherwise dispose of any Oil or Gas Properties or any Equity Interests in the Borrower or any Subsidiary in accordance with Section 9.12, prior written notice of such disposition, the price thereof and the anticipated date of closing and any other details thereof requested by the Administrative Agent or any Lender.

(j) Notice of Casualty Events. Prompt written notice, and in any event within three Business Days, of the occurrence of any Casualty Event or the commencement of any action or proceeding that could reasonably be expected to result in a Casualty Event.

(k) Information Regarding Borrower and Guarantors. Prompt written notice (and in any event within thirty (30) days prior thereto) of any change (i) in the Borrower or any Guarantor’s corporate name or in any trade name used to identify such Person in the conduct of its business or in the ownership of its Properties, (ii) in the location of the Borrower or any Guarantor’s chief executive office or principal place of business, (iii) in the Borrower or any Guarantor’s identity or corporate structure, (iv) in the Borrower or any Guarantor’s jurisdiction of organization or such Person’s organizational identification number in such jurisdiction of organization, and (v) in the Borrower or any Guarantor’s federal taxpayer identification number.

(l) Production Report and Lease Operating Statements. Within sixty (60) days after the end of each fiscal quarter, a report setting forth, for each calendar month during the then current fiscal year to date, the volume of production and sales attributable to production (and the prices at which such sales were made and the revenues derived from such sales) for each such calendar month from the Oil and Gas Properties, and setting forth the related ad valorem, severance and production taxes and lease operating expenses attributable thereto and incurred for each such calendar month.

(m) Notices of Certain Changes. Promptly, but in any event within five (5) Business Days after the execution thereof, copies of any amendment, modification or supplement to the certificate or articles of incorporation, by-laws, any preferred stock designation or any other organic document of the Borrower or any Subsidiary.

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(n) Other Requested Information. Promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary (including, without limitation, any Plan, and any reports or other information required to be filed with respect thereto under the Code or under ERISA, and Multiemployer Plan), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request.

(o) Monthly Reports. As soon as available, and in any event within forty-five (45) days after the end of each month (beginning with the month ending November 30, 2012), (A) the consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of such month and the related consolidated statements of income, stockholders’ equity and cash flows of the Borrower and its Consolidated Subsidiaries for such month and for the period from the beginning of then current Fiscal Year to the end of such month, and (B) a report in detail acceptable to Administrative Agent with respect to the Oil and Gas Properties of the Borrower and each of its Subsidiaries during such month:

(i) setting forth as to each well being drilled, completed, reworked or other similar procedures, the actual vs. estimated cost breakdown (for all activities, including dry hole and completion activities) for such well;

(ii) describing by well and field the net quantities of oil, gas, natural gas liquids, and water produced (and the quantities of water injected);

(iii) describing by well and field the quantities of oil, gas and natural gas liquids sold during such month out of production from any such Oil and Gas Properties and calculating the average sales prices of such oil, natural gas, and natural gas liquids;

(iv) specifying any leasehold operating expenses, overhead charges, gathering costs, transportation costs, and other costs with respect to such Oil and Gas Properties of the kind chargeable as direct charges or overhead under an Onshore COPAS Accounting Procedure for Joint Operations (1984 form published by the Council of Petroleum Accountants Societies);

(v) setting forth the amount of taxes on such Oil and Gas Properties during such month and the amount of royalties paid with respect to such Oil and Gas Properties during such month;

(vi) describing all other capital expenditures during such month; and

(vii) describing all accounts payable aging as of such month.

Section 8.02 Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:

(a) the occurrence of any Default;

(b) the filing or commencement of, or the threat in writing of, any action, suit, proceeding, investigation or arbitration by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Permitted Investor or any Subsidiary not previously disclosed in writing to the Lenders or any material adverse development in any action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders) that, in either case, if adversely determined, could reasonably be expected to result in liability in excess of $250,000, not fully covered by insurance, subject to normal deductibles; and

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(c) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Responsible Officer setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Section 8.03 Existence; Conduct of Business. The Borrower will, and will cause each Subsidiary to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business and maintain, if necessary, its qualification to do business in each other jurisdiction in which its Oil and Gas Properties is located or the ownership of its Properties requires such qualification, except where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 9.11.

Section 8.04 Payment of Obligations. Except as otherwise set forth in Section 8.06, the Borrower will, and will cause each Subsidiary to, pay its obligations, including Tax liabilities of the Borrower and all of its Subsidiaries before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect or result in the seizure or levy of any Property of the Borrower or any Subsidiary.

Section 8.05 Performance of Obligations under Loan Documents. The Borrower will pay the Notes according to the reading, tenor and effect thereof, and the Borrower will, and will cause each Subsidiary to, do and perform every act and discharge all of the obligations to be performed and discharged by them under the Loan Documents, including, without limitation, this Agreement, at the time or times and in the manner specified.

Section 8.06 Operation and Maintenance of Properties. The Borrower, at its own expense, will, and will cause each Subsidiary to:

(a) operate its Oil and Gas Properties and other material Properties or cause such Oil and Gas Properties and other material Properties to be operated (i) in a manner in accordance with prudent industry standards, (ii) in compliance with all applicable contracts and agreements and (iii) in compliance with all Governmental Requirements, including, without limitation, applicable pro ration requirements and Environmental Laws, and all applicable laws, rules and regulations of every other Governmental Authority from time to time constituted to regulate the development and operation of its Oil and Gas Properties and the production and sale of Hydrocarbons and other minerals therefrom, except, in each of (i), (ii) and (iii), where the failure to comply could not reasonably be expected to have a Material Adverse Effect.

(b) preserve, maintain and keep in good repair, working order and efficiency (ordinary wear and tear excepted) all of its material Oil and Gas Properties and other material Properties, including, without limitation, all equipment, machinery and facilities.

(c) promptly pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties and will do all other things necessary to keep unimpaired their rights with respect thereto and prevent any forfeiture thereof or default thereunder.

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(d) promptly perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties.

(e) operate its Oil and Gas Properties and other material Properties or cause or make reasonable and customary efforts to cause such Oil and Gas Properties and other material Properties to be operated in accordance with the practices of the industry and in material compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements.

(f) to the extent the Borrower or a Subsidiary is not the operator of any Property, the Borrower shall use reasonable efforts to cause the operator to comply with this Section 8.06.

Section 8.07 Insurance. The Borrower will, and will cause each Subsidiary to, maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations. The loss payable clauses or provisions in said insurance policy or policies insuring any of the collateral for the Loans shall be endorsed in favor of and made payable to the Administrative Agent as its interests may appear and such policies shall name the Administrative Agent and the Lenders as “additional insureds” and provide that the insurer will endeavor to give at least 30 days prior notice of any cancellation to the Administrative Agent.

Section 8.08 Books and Records; Inspection Rights. The Borrower will, and will cause each Subsidiary to, keep proper books of record and accounts in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its Properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested.

Section 8.09 Compliance with Laws. The Borrower will, and will cause each Subsidiary to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its Property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Section 8.10 Environmental Matters.

(a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not Release or threaten to Release, and shall cause each Subsidiary not to Release or threaten to Release, any Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the Release or threatened Release of which could reasonably be expected to have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all Environmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file could

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reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future Release or threatened Release of any Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause its Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably be expected to form the basis for a claim for damages or compensation; and (vi) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

(b) The Borrower will promptly, but in no event later than five (5) days of the occurrence thereof, notify the Administrative Agent and the Lenders in writing of any threatened action, investigation or inquiry by any Governmental Authority or any threatened demand or lawsuit by any Person against the Borrower or its Subsidiaries or their Properties of which the Borrower has knowledge in connection with any Environmental Laws if the Borrower could reasonably anticipate that such action will result in liability (whether individually or in the aggregate) in excess of $250,000, not fully covered by insurance, subject to normal deductibles.

Section 8.11 Further Assurances.

(a) The Borrower at its sole expense will, and will cause each Subsidiary to, promptly execute and deliver to the Administrative Agent all such other documents, agreements and instruments reasonably requested by the Administrative Agent to comply with, cure any defects or accomplish the conditions precedent, covenants and agreements of the Borrower or any Subsidiary, as the case may be, in the Loan Documents, including the Notes, or to further evidence and more fully describe the collateral intended as security for the Indebtedness, or to correct any omissions in this Agreement or the Security Instruments, or to state more fully the obligations secured therein, or to perfect, protect or preserve any Liens created pursuant to this Agreement or any of the Security Instruments or the priority thereof, or to make any recordings, file any notices or obtain any consents, all as may be reasonably necessary or appropriate, in the sole discretion of the Administrative Agent, in connection therewith.

(b) The Borrower hereby authorizes the Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Mortgaged Property without the signature of the Borrower or any other Guarantor where permitted by law. A carbon, photographic or other reproduction of the Security Instruments or any financing statement covering the Mortgaged Property or any part thereof shall be sufficient as a financing statement where permitted by law.

Section 8.12 Reserve Reports.

(a) On or before March 1st and August 1st of each year, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report evaluating the Oil and Gas Properties of the Borrower and its Subsidiaries as of the immediately preceding December 31st and June 30th, respectively. The Reserve Report as of March 1st of each year shall be prepared by one or more Approved Petroleum Engineers, and each other Reserve Report of each year delivered hereunder, shall be

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prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding March 1st Reserve Report.

(b) In the event of an Interim Redetermination, the Borrower shall furnish to the Administrative Agent and the Lenders a Reserve Report prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding March 1st Reserve Report. For any Interim Redetermination requested by the Administrative Agent or the Borrower pursuant to Section 2.07(b), the Borrower shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request.

(c) With the delivery of each Reserve Report, the Borrower shall provide to the Administrative Agent and the Lenders a certificate from a Responsible Officer certifying that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the Borrower or its Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 7.18 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Borrower or any Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of their Oil and Gas Properties have been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Borrower could reasonably be expected to have been obligated to list on Schedule 7.19 had such agreement been in effect on the date hereof and (vi) attached thereto is a schedule of the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the total value of the Oil and Gas Properties that the value of such Mortgaged Properties represent in compliance with Section 8.14(a).

Section 8.13 Title Information.

(a) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by Section 8.12(a), the Borrower will deliver title information in form and substance acceptable to the Administrative Agent covering enough of the Oil and Gas Properties evaluated by such Reserve Report that were not included in the immediately preceding Reserve Report, so that the Administrative Agent shall have received together with title information previously delivered to the Administrative Agent, satisfactory title information on at least 85% of the total value of the Oil and Gas Properties evaluated by such Reserve Report.

(b) If the Borrower has provided title information for additional Properties under Section 8.13(a), the Borrower shall, within 60 days of notice from the Administrative Agent that title defects or exceptions exist with respect to such additional Properties, either (i) cure any such title defects or exceptions (including defects or exceptions as to priority) which are not permitted by Section 9.03, (ii) substitute acceptable Mortgaged Properties having an equivalent value with no title defects or exceptions except for Excepted Liens (other than Excepted Liens described in clauses (e), (g) and (h) of such definition) or (iii) deliver title information in form and substance acceptable to the Administrative Agent

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so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, satisfactory title information on at least 85% of the value of the Oil and Gas Properties evaluated by such Reserve Report.

(c) If the Borrower is unable to cure any title defect requested by the Administrative Agent or the Lenders to be cured within the 60-day period or the Borrower does not comply with the requirements to provide acceptable title information covering 85% of the value of the Oil and Gas Properties evaluated in the most recent Reserve Report, such default shall not be a Default, but instead the Administrative Agent and/or the Majority Lenders shall have the right to exercise the following remedy in their sole discretion from time to time, and any failure to so exercise this remedy at any time shall not be a waiver as to future exercise of the remedy by the Administrative Agent or the Lenders. To the extent that the Administrative Agent or the Majority Lenders are not satisfied with title to any Mortgaged Property after the 60-day period has elapsed, such unacceptable Mortgaged Property shall not count towards the 85% requirement, and the Administrative Agent may send a notice to the Borrower and the Lenders that the then outstanding Borrowing Base shall be reduced by an amount as determined by the Majority Lenders to cause the Borrower to be in compliance with the requirement to provide acceptable title information on 85% of the value of the Oil and Gas Properties. This new Borrowing Base shall become effective immediately after receipt of such notice.

Section 8.14 Additional Collateral; Additional Guarantors.

(a) In connection with each redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties (as described in Section 8.12(c)(vi)) to ascertain whether the Mortgaged Properties represent 100% of the total value of the Oil and Gas Properties evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent 100% of such total value, then the Borrower shall, and shall cause its Subsidiaries to, grant, within thirty (30) days of delivery of the certificate required under Section 8.12(c), to the Administrative Agent as security for the Indebtedness a first-priority Lien interest (provided that Liens permitted by Section 9.03(c) and Excepted Liens of the type described in clauses (a) to (d) and (f) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent 100% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply with Section 8.14(b).

(b) In the event that the Borrower or any Subsidiary acquires or forms any Subsidiary, the Borrower shall promptly cause such Subsidiary to guarantee the Indebtedness pursuant to the Guarantee and Collateral Agreement. In connection with any such guaranty, the Borrower shall, or shall cause such Subsidiary to, (i) execute and deliver a supplement to the Guarantee and Collateral Agreement executed by such Subsidiary, (ii) pledge all of the Equity Interests of such new Subsidiary (including, without limitation, delivery of original stock certificates evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock powers for each certificate duly executed in blank by the registered owner thereof) and (iii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.

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(c) The Borrower will at all times cause the other tangible and intangible assets of the Borrower and each Subsidiary to be subject to a Lien of the Security Instruments.

Section 8.15 ERISA Compliance. The Borrower will promptly furnish and will cause the Subsidiaries and any ERISA Affiliate to promptly furnish to the Administrative Agent (i) promptly after the filing thereof with the United States Secretary of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report with respect to each Plan or any trust created thereunder, (ii) immediately upon becoming aware of the occurrence of any ERISA Event or of any “prohibited transaction,” as described in section 406 of ERISA or in section 4975 of the Code, in connection with any Plan or any trust created thereunder, a written notice signed by the President or the principal Financial Officer of the Borrower, the Subsidiary or the ERISA Affiliate, as the case may be, specifying the nature thereof, what action the Borrower, the Subsidiary or the ERISA Affiliate is taking or proposes to take with respect thereto, and, when known, any action taken or proposed by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto, and (iii) immediately upon receipt thereof, copies of any notice of the PBGC’s intention to terminate or to have a trustee appointed to administer any Plan. With respect to each Plan (other than a Multiemployer Plan), the Borrower will, and will cause each Subsidiary and ERISA Affiliate to pay, or cause to be paid, to the PBGC in a timely manner, without incurring any late payment or underpayment charge or penalty, all premiums required pursuant to sections 4006 and 4007 of ERISA.

Section 8.16 Swap Agreements. The Borrower shall maintain the hedge position established by the Swap Agreements required under Section 6.01(s) during the period specified therein and shall neither assign, terminate or unwind any such Swap Agreements nor sell any Swap Agreements if the effect of such action (when taken together with any other Swap Agreements executed contemporaneously with the taking of such action) would have the effect of canceling its positions under such Swap Agreements required hereby.

Section 8.17 Marketing Activities. The Borrower will not, and will not permit any of its Subsidiaries to, engage in marketing activities for any Hydrocarbons or enter into any contracts related thereto other than (i) contracts for the sale of Hydrocarbons scheduled or reasonably estimated to be produced from their Oil and Gas Properties during the period of such contract, (ii) contracts for the sale of Hydrocarbons scheduled or reasonably estimated to be produced from Oil and Gas Properties of third parties during the period of such contract associated with the Oil and Gas Properties of the Borrower and its Subsidiaries that the Borrower or one of its Subsidiaries has the right to market pursuant to joint operating agreements, unitization agreements or other similar contracts that are usual and customary in the oil and gas business and (iii) other contracts for the purchase and/or sale of Hydrocarbons of third parties (A) which have generally offsetting provisions (i.e. corresponding pricing mechanics, delivery dates and points and volumes) such that no “position” is taken and (B) for which appropriate credit support has been taken to alleviate the material credit risks of the counterparty thereto.

Section 8.18 Shell Lease. The Borrower covenants and agrees to deliver not later than sixty (60) days after the Effective Date written consent of the lessor under the Shell Lease to the Transactions as required by the terms of the lease.

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ARTICLE IX

Negative Covenants

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder and all other amounts payable under the Loan Documents have been paid in full in cash and all Letters of Credit have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:

Section 9.01 Financial Covenants.

(a) Interest Coverage Ratio. The Borrower will not, as of the last day of any fiscal quarter (beginning with the fiscal quarter ending December 31, 2012), permit its ratio of EBITDAX for the period of four fiscal quarters then ending to Interest Expense for such period to be less than 1.25 to 1.0.

(b) Current Ratio. The Borrower will not permit, as of the last day of any fiscal quarter (beginning with the fiscal quarter ending December 31, 2012), its ratio of (1) consolidated current assets (including the unused amount of the total Available Amount, but excluding non-cash current assets under FAS 133) to (2) consolidated current liabilities (excluding non-cash current liabilities under FAS 133) to be less than 1.0 to 1.0.

(c) Net Worth. The Borrower will maintain as of the last day of any fiscal quarter a minimum Net Worth of $73,000,000.

Section 9.02 Debt. The Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except:

(a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents.

(b) Debt arising under Swap Agreements permitted under Section 9.18.

(c) Debt under Capital Leases not to exceed $250,000.

(d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties.

(e) Endorsements of negotiable instruments for collection in the ordinary course of business.

(f) intercompany Debt between the Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its wholly-owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guarantee and Collateral Agreement.

(g) Other Debt not to exceed $100,000 in the aggregate at any one time outstanding.

(h) The Sector Capital 2010 Loan Agreement in an aggregate principal amount not to exceed $247,237.

(i) Debt incurred as a result of the Kayne Guaranty Agreement.

Section 9.03 Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any of its Properties (now owned or hereafter acquired), except (collectively, “Permitted Liens”):

(a) Liens securing the payment of any Indebtedness;

(b) Excepted Liens;

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(c) Liens securing Capital Leases permitted by Section 9.02(e) but only on the Property under lease; and

(d) Liens securing the Debt permitted by 9.02(h); provided that (i) the Debt secured thereby is not increased; (ii) such Liens are non-recourse to any Loan Party or any Affiliate; and (iii) such Liens only encumber the working interests identified on Exhibit A and Exhibit B to the Sector Capital 2010 Deed of Trust (as amended by that Substitution of Trustee and Deed of Partial Reconveyance dated April 19, 2011, recorded on April 22, 2011, and that Deed of Partial Reconveyance recorded February 2, 2012).

Section 9.04 Dividends, Distributions, Redemptions and Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders or make any distribution of its Property to its Equity Interest holders, except (a) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Equity Interests (other than Disqualified Capital Stock), (b) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, and (d) provided that no Event of Default has occurred and is continuing and no Available Amount Deficiency exists at such time or either an Event of Default or Available Amount Deficiency will result therefrom, the Borrower may make tax distributions to its members in an amount equal to the tax liability incurred by such members due to their ownership of Equity Interests in the Borrower.

Section 9.05 Investments, Loans and Advances. The Borrower will not, and will not permit any Subsidiary to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to:

(a) Investments reflected in the Financial Statements or which are disclosed to the Lenders in Schedule 9.05.

(b) accounts receivable arising in the ordinary course of business.

(c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof.

(d) commercial paper maturing within one year from the date of creation thereof rated in the highest grade by S&P or Moody’s.

(e) deposits maturing within one year from the date of creation thereof with, including certificates of deposit in excess of the FDIC insured amount issued by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, has capital, surplus and undivided profits aggregating at least $100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Moody’s, respectively, provided that certificates of deposit that do not exceed the FDIC insured amount shall be permitted without regard to the issuing bank’s rating.

(f) deposits in money market funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e).

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(g) Investments (i) made by the Borrower in or to the Guarantors or (ii) made by any Subsidiary in or to the Borrower or any Guarantor.

(h) Subject to Section 9.06, Investments (including, without limitation, capital contributions) in general or limited partnerships or other types of entities (each a “venture”) entered into by the Borrower or a Subsidiary with others in the ordinary course of business; provided that (i) any such venture is engaged exclusively in oil and gas exploration, development, production, processing and related activities, including transportation, (ii) the interest in such venture is acquired in the ordinary course of business and on fair and reasonable terms and (iii) such venture interests acquired and capital contributions made (valued as of the date such interest was acquired or the contribution made) do not exceed, in the aggregate at any time outstanding an amount equal to $250,000.

(i) Subject to Section 9.06, Investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America.

(j) Loans or advances to employees, officers or directors in the ordinary course of business of the Borrower or any of its Subsidiaries, in each case only as permitted by applicable law, including Section 402 of the Sarbanes Oxley Act of 2002, but in any event not to exceed $100,000 in the aggregate at any time.

(k) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to the Borrower or any Subsidiary as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such debts or upon the enforcement of any Lien in favor of the Borrower or any of its Subsidiaries; provided that the Borrower shall give the Administrative Agent prompt written notice in the event that the aggregate amount of all Investments held at any one time under this Section 9.05(k) exceeds $100,000.

(l) The Sector Capital 2010 Loan Agreement.

(m) Other Investments not to exceed $250,000 in the aggregate at any time.

Section 9.06 Nature of Business; International Operations. The Borrower will not, and will not permit any Subsidiary to, allow any material change to be made in the character of its business as an independent oil and gas exploration and production company. From and after the date hereof, the Borrower and its Subsidiaries will not acquire or make any expenditure (whether such expenditure is capital, operating or otherwise) in or related to, any Oil and Gas Properties not located within the geographical boundaries of the United States.

Section 9.07 Limitation on Leases. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or suffer to exist any obligation for the payment of rent or hire of Property of any kind whatsoever (real or personal but excluding Capital Leases and leases of Hydrocarbon Interests), under leases or lease agreements which would cause the aggregate amount of all payments made by the Borrower and the Subsidiaries pursuant to all such leases or lease agreements, including, without limitation, any residual payments at the end of any lease, to exceed $250,000 in any period of twelve consecutive calendar months during the life of such leases, except for the Airpark Lease.

Section 9.08 Proceeds of Notes. The Borrower will not permit the proceeds of the Notes to be used for any purpose other than those permitted by Section 7.21. Neither the Borrower nor any Person

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acting on behalf of the Borrower has taken or will take any action which might cause any of the Loan Documents to violate Regulations T, U or X or any other regulation of the Board or to violate Section 7 of the Securities Exchange Act of 1934 or any rule or regulation thereunder, in each case as now in effect or as the same may hereinafter be in effect. If requested by the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form U-1 or such other form referred to in Regulation U, Regulation T or Regulation X of the Board, as the case may be.

Section 9.09 ERISA Compliance. The Borrower will not, and will not permit any Subsidiary to, at any time:

(a) fail to make, or permit any ERISA Affiliate to fail to make, full payment when due of all amounts which, under the provisions of any Plan or Multiemployer Plan, agreement relating thereto or applicable law (determined without regard to any contribution or funding waiver permitted under applicable law), the Borrower, a Subsidiary or any ERISA Affiliate is required to pay as contributions thereto;

(b) permit, or allow any ERISA Affiliate to permit, the actuarial present value of the benefit liabilities (within the meaning specified in section 4041 of ERISA) under each Plan that is subject to Title IV of ERISA to exceed the current value of the assets (computed on a plan termination basis in accordance with Title IV of ERISA) of such Plan allocable to such benefit liabilities by more than $250,000, or permit the sum of such excesses for all such Plans (determined without regard to the $250,000 threshold) to exceed $500,000; or

(c) contribute to or assume an obligation to contribute to any employee welfare benefit plan as defined in section 3(1) of ERISA that may not be terminated by such entities in their sole discretion at any time without any material liability, including, without limitation, any such plan maintained to provide benefits to former employees of such entities.

Section 9.10 Sale or Discount of Receivables. Except for receivables obtained by the Borrower or any Subsidiary out of the ordinary course of business or the settlement of joint interest billing accounts in the ordinary course of business or discounts granted to settle collection of accounts receivable or the sale of defaulted accounts arising in the ordinary course of business in connection with the compromise or collection thereof and not in connection with any financing transaction, the Borrower will not, and will not permit any Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

Section 9.11 Mergers, Etc. The Borrower will not, and will not permit any Subsidiary to, merge into or with or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property to any other Person (whether now owned or hereafter acquired) (any such transaction, a “consolidation”), or liquidate or dissolve; provided that any Subsidiary may participate in a consolidation with any other Subsidiary and the Borrower may consolidate with any Subsidiary so long as the Borrower is the survivor.

Section 9.12 Sale of Properties. The Borrower will not, and will not permit any Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) the sale or other disposition (including Casualty Events) of any Oil and Gas Property or any interest therein

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or any Subsidiary owning Oil and Gas Properties; provided that with respect to this subsection (d), (i) 100% of the consideration received in respect of such sale or other disposition shall be cash, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of managers of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value in excess of 5% of the PV-9 value of the Oil and Gas Properties evaluated in the most recent Reserve Report (as determined by the Administrative Agent), individually or in the aggregate, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all of the Equity Interests of such Subsidiary; (e) receivables that are compromised or settled for less than the full amount as permitted by Section 9.10 and (f) subject to clause (d) above, Property with a fair market value not to exceed $250,000 between each Scheduled Redetermination of the Borrowing Base.

Section 9.13 Environmental Matters. The Borrower will not, and will not permit any Subsidiary to, cause or permit any of its Property to be in violation of, or do anything or permit anything to be done which will subject any such Property to a Release or threatened Release of Hazardous Materials, exposure to any Hazardous Materials, or to any Remedial Work under any Environmental Laws, assuming disclosure to the applicable Governmental Authority of all relevant facts, conditions and circumstances, if any, pertaining to such Property where such violations, Release or threatened Release, exposure, or Remedial work could reasonably be expected to have a Material Adverse Effect.

Section 9.14 Transactions with Affiliates. Except for the Airpark Lease, the Borrower will not, and will not permit any Subsidiary to, enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate (other than the Guarantors and wholly-owned Subsidiaries of the Borrower) unless such transactions are otherwise permitted under this Agreement and are upon fair and reasonable terms no less favorable to it than it would obtain in a comparable arm’s length transaction with a Person not an Affiliate.

Section 9.15 Subsidiaries. The Borrower will not, and will not permit any Subsidiary to, create or acquire any additional Subsidiary unless the Borrower gives written notice to the Administrative Agent of such creation or acquisition and complies with Section 8.14(b). The Borrower shall not, and shall not permit any Subsidiary to, sell, assign or otherwise dispose of any Equity Interests in any Subsidiary except in compliance with Section 9.12(d). Neither the Borrower nor any Subsidiary shall have any Subsidiaries that are organized under the laws of a jurisdiction other than the United States of America, any state thereof or the District of Columbia.

Section 9.16 Negative Pledge Agreements; Dividend Restrictions. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement or the Security Instruments which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Subsidiary from paying dividends or making distributions to the Borrower or any Guarantor, or which requires the consent of or notice to other Persons in connection therewith.

Section 9.17 Gas Imbalances, Take-or-Pay or Other Prepayments. The Borrower will not, and will not permit any Subsidiary to, allow gas imbalances, take-or-pay or other prepayments with respect to

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the Oil and Gas Properties of the Borrower or any Subsidiary that would require the Borrower or such Subsidiary to deliver Hydrocarbons at some future time without then or thereafter receiving full payment therefor to exceed one half bcf of gas (on an mcf equivalent basis) in the aggregate.

Section 9.18 Swap Agreements. The Borrower will not, and will not permit any Subsidiary to, enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) do not exceed, as of the date such Swap Agreement is executed, through the date that is forty-eight (48) months after the date such Swap Agreement is executed, 85% of the reasonably anticipated projected production from proved, developed, producing Oil and Gas Properties of the Borrower or any of its Subsidiaries located in the “Orcutt Field Monterey Formation” for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately, and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, as follows: (i) Swap Agreements effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from fixed to floating) do not exceed 75% of the then outstanding principal amount of the Borrower’s Debt for borrowed money which bears interest at a fixed rate and (ii) Swap Agreements effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Borrower’s Debt for borrowed money which bears interest at a floating rate, (c) Swap Agreements required under Section 8.16 and (d) Swap Agreements (other than Swap Agreements permitted by clauses (a) through (c) preceding) constituting “floors” or “puts” so long as such Swap Agreement (i) is not part of a “collar” or similar arrangement, (ii) is not entered into in connection with a “cap” or “ceiling” or other similar arrangement or (iii) is not entered into in connection with an associated “call” right or other similar arrangement. In no event shall any Swap Agreement (1) be entered into for speculative or investment purposes or (2) be for a term of longer than five (5) years; provided, however, a Swap Agreement which was entered into as a hedge but is deemed to be “speculative” for accounting purposes is an allowed Swap Agreement for purposes of this Agreement.

Section 9.19 Amendments to Organizational Documents; Material Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries to, (a) amend, modify or supplement any Organizational Document in a manner adverse to the Lenders or (b) amend any provision of any instrument, document or agreement giving rise to or securing any Material Indebtedness, in each case without the prior written consent of the Administrative Agent.

Section 9.20 General and Administrative Costs. Beginning October 1, 2013, the Borrower will not, and will not permit any of its Subsidiaries, to spend in the aggregate more than $1,200,000 in General and Administrative Costs on an annual basis for each calendar year.

ARTICLE X

Events of Default; Remedies

Section 10.01 Events of Default. One or more of the following events shall constitute an “Event of Default”:

(a) the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof, by acceleration or otherwise.

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(b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in Section 10.01(a)) payable under any Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three (3) Business Days.

(c) any representation or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary in or in connection with any Loan Document or any amendment or modification of any Loan Document or waiver under such Loan Document, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed made.

(d) the Borrower or any Subsidiary shall fail to observe or perform any covenant, condition or agreement contained in Section 8.01(g), Section 8.01(k), Section 8.02, Section 8.03, Section 8.14, Section 8.15(ii) or in Article IX.

(e) the Borrower or any Subsidiary shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in Section 10.01(a), Section 10.01(b) or Section 10.01(d)) or any other Loan Document, and such failure shall continue unremedied for a period of 30 days after the earlier to occur of (A) notice thereof from the Administrative Agent to the Borrower (which notice will be given at the request of any Lender) or (B) a Responsible Officer of the Borrower or such Subsidiary otherwise becoming aware of such default.

(f) the Borrower or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five (5) Business Days.

(g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the Redemption thereof or any offer to Redeem to be made in respect thereof, prior to its scheduled maturity or require the Borrower or any Subsidiary to make an offer in respect thereof.

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 30 days or an order or decree approving or ordering any of the foregoing shall be entered.

(i) the Borrower or any Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.01(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the

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foregoing; or any member of the Borrower shall make any request, or take any action, for the purpose of calling a meeting of the members of the Borrower to consider a resolution to dissolve and wind-up the Borrower’s affairs.

(j) the Borrower or any Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due.

(k) (i) one or more judgments for the payment of money in an aggregate amount in excess of $250,000 (to the extent not covered by independent third party insurance provided by a responsible and highly reputable insurer as to which the insurer does not dispute coverage and is not subject to an insolvency proceeding) or (ii) any one or more non-monetary judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, shall be rendered against the Borrower, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Subsidiary to enforce any such judgment.

(l) an ERISA Event shall have occurred that, in the opinion of the Majority Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower, its Subsidiaries and the ERISA Affiliate in an aggregate amount exceeding (i) $250,000 in any year or (ii) $1,000,000 for all periods;

(m) the Loan Documents after delivery thereof shall for any reason, except to the extent permitted by the terms thereof, cease to be in full force and effect and valid, binding and enforceable in accordance with their terms against the Borrower or a Guarantor party thereto or shall be repudiated by any of them, or cease to create a valid and perfected Lien of the priority required thereby on any of the collateral purported to be covered thereby, except to the extent permitted by the terms of this Agreement, or the Borrower or any Subsidiary or any of their Affiliates shall so state in writing.

(n) a Change in Control shall occur.

(o) Any notice of redemption or purchase of Equity Interest under Section 3.4 or 9.6 of the Borrower’s LLC Agreement is given by Kayne or by the Borrower, whether or not such redemption or purchase is consummated.

(p) Any election is made by Kayne to force a sale under Section 9.5 of the Borrower’s LLC Agreement, whether or not such sale is consummated.

Section 10.02 Remedies.

(a) In the case of an Event of Default other than one described in Section 10.01(h), Section 10.01(i) or Section 10.01(j), at any time thereafter during the continuance of such Event of Default, the Administrative Agent may, and at the request of the Majority Lenders, shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Notes and the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower and the Guarantors accrued hereunder and under the Notes and the other Loan Documents (including, without limitation, the payment of cash collateral to secure the LC Exposure as provided in Section 2.08(j)), shall become due and payable immediately, without

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presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by the Borrower and each Guarantor; and in case of an Event of Default described in Section 10.01(h), Section 10.01(i) or Section 10.01(j), the Commitments shall automatically terminate and the Notes and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and the other obligations of the Borrower and the Guarantors accrued hereunder and under the Notes and the other Loan Documents (including, without limitation, the payment of cash collateral to secure the LC Exposure as provided in Section 2.08(j)), shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower and each Guarantor.

(b) In the case of the occurrence of an Event of Default, the Administrative Agent and the Lenders will have all other rights and remedies available at law and equity.

(c) All proceeds realized from the liquidation or other disposition of collateral or otherwise received after maturity of the Notes, whether by acceleration or otherwise, shall be applied in accordance with the applicable Swap Intercreditor Agreement, or if no Swap Intercreditor Agreement is in effect, as follows:

(i) first, to payment or reimbursement of that portion of the Indebtedness constituting fees, expenses and indemnities payable to the Administrative Agent in its capacity as such;

(ii) second, pro rata to payment or reimbursement of that portion of the Indebtedness constituting fees, expenses and indemnities payable to the Lenders;

(iii) third, pro rata to payment of accrued interest on the Loans;

(iv) fourth, pro rata to payment of principal outstanding on the Loans and Indebtedness referred to in Clause (b) of the definition of Indebtedness owing to a Lender, an Affiliate of a Lender or any counterparty to a Secured Swap Agreement;

(v) fifth, pro rata to any other Indebtedness;

(vi) sixth, to serve as cash collateral to be held by the Administrative Agent to secure the LC Exposure; and

(vii) seventh, any excess, after all of the Indebtedness shall have been indefeasibly paid in full in cash, shall be paid to the Borrower or as otherwise required by any Governmental Requirement.

ARTICLE XI

The Administrative Agent

Section 11.01 Appointment; Powers. Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof and the other Loan Documents, together with such actions and powers as are reasonably incidental thereto.

Section 11.02 Duties and Obligations of Administrative Agent. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without

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limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing (the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law; rather, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties), (b) the Administrative Agent shall have no duty to take any discretionary action or exercise any discretionary powers, except as provided in Section 11.03, and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or under any other Loan Document or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in Article VI or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or as to those conditions precedent expressly required to be to the Administrative Agent’s satisfaction, (vi) the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower and its Subsidiaries or any other obligor or guarantor, or (vii) any failure by the Borrower or any other Person (other than itself) to perform any of its obligations hereunder or under any other Loan Document or the performance or observance of any covenants, agreements or other terms or conditions set forth herein or therein. For purposes of determining compliance with the conditions specified in Article VI, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed closing date specifying its objection thereto.

Section 11.03 Action by Administrative Agent. The Administrative Agent shall have no duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing as directed by the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 12.02) and in all cases the Administrative Agent shall be fully justified in failing or refusing to act hereunder or under any other Loan Documents unless it shall (a) receive written instructions from the Majority Lenders or the Lenders, as applicable, (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 12.02) specifying the action to be taken and (b) be indemnified to its satisfaction by the Lenders against any and all liability and expenses which may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by the Administrative Agent shall be binding on all of the Lenders. If a Default has occurred and is continuing, then the Administrative Agent shall take such action with respect to such Default as shall be directed by the requisite Lenders in the written instructions (with indemnities) described in this Section 11.03, provided that, unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interests of the Lenders. In no event, however, shall the Administrative Agent be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement, the

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Loan Documents or applicable law. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Majority Lenders or the Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 12.02), and otherwise the Administrative Agent shall not be liable for any action taken or not taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or willful misconduct.

Section 11.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon and each of the Borrower, the Lenders and the Issuing Bank hereby waives the right to dispute the Administrative Agent’s record of such statement, except in the case of gross negligence or willful misconduct by the Administrative Agent. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent.

Section 11.05 Subagents. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding Sections of this Article XI shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

Section 11.06 Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent.

Section 11.07 Administrative Agent as Lender. Each bank serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the

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same as though it were not an Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent hereunder.

Section 11.08 No Reliance. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent, any other Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and each other Loan Document to which it is a party. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, any other Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document, any related agreement or any document furnished hereunder or thereunder. The Administrative Agent shall not be required to keep itself informed as to the performance or observance by the Borrower or any of its Subsidiaries of this Agreement, the Loan Documents or any other document referred to or provided for herein or to inspect the Properties or books of the Borrower or its Subsidiaries. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairs, financial condition or business of the Borrower (or any of its Affiliates) which may come into the possession of such Agent or any of its Affiliates. In this regard, each Lender acknowledges that Vinson & Elkins L.L.P. is acting in this transaction as special counsel to the Administrative Agent only, except to the extent otherwise expressly stated in any legal opinion or any Loan Document. Each other party hereto will consult with its own legal counsel to the extent that it deems necessary in connection with the Loan Documents and the matters contemplated therein.

Section 11.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower or any of its Subsidiaries, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Indebtedness that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Section 12.03) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Section 12.03.

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Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Indebtedness or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

Section 11.10 Authority of Administrative Agent to Release Collateral and Liens. Each Lender and the Issuing Bank hereby authorizes the Administrative Agent to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents. Each Lender and the Issuing Bank hereby authorizes the Administrative Agent to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Borrower in connection with any sale or other disposition of Property to the extent such sale or other disposition is permitted by the terms of Section 9.12 or is otherwise authorized by the terms of the Loan Documents.

ARTICLE XII

Miscellaneous

Section 12.01 Notices.

(a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to Section 12.01(b)), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or electronic mail, as follows:

(i) if to the Borrower, to it at Santa Maria Energy Holdings, LLC, 2811 Airpark Drive, Santa Maria, California 93455, Attention of Kevin McMillan, Facsimile No. 805-938-3340, Email: kmcmillan@santamarianergy.com;

(ii) if to the Administrative Agent, to it at Mutual of Omaha Bank, 520 Post Oak Blvd., Houston, Texas 77027, Attention of George McKean, Email: george.mckean@mutualofomahabank.com;

(iii) if to the Issuing Bank, to it at Mutual of Omaha Bank, 520 Post Oak Blvd., Houston, Texas 77027, Attention of George McKean, Email: george.mckean@mutualofomahabank.com and

(iv) if to any other Lender, to it at its address (or facsimile number or electronic mail address) set forth in its Administrative Questionnaire.

(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(c) Any party hereto may change its address, facsimile number or electronic mail address for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

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Section 12.02 Waivers; Amendments.

(a) No failure on the part of the Administrative Agent, any other Agent, the Issuing Bank or any Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the Administrative Agent, any other Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any other Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.

(b) Neither this Agreement nor any provision hereof nor any Security Instrument nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Majority Lenders or by the Borrower and the Administrative Agent with the consent of the Majority Lenders; provided that no such agreement shall (i) increase the Commitment or the Maximum Credit Amount of any Lender without the written consent of such Lender, (ii) increase, decrease or maintain the Borrowing Base without the consent of each Lender, or modify Section 2.07 in any manner without the consent of each Lender (other than any Defaulting Lender); provided that a Scheduled Redetermination may be postponed by the Majority Lenders, (iii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, or reduce any other Indebtedness hereunder or under any other Loan Document, without the written consent of each Lender affected thereby, (iv) postpone the scheduled date of payment or prepayment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or any other Indebtedness hereunder or under any other Loan Document, or reduce the amount of, waive or excuse any such payment, or postpone or extend the Termination Date without the written consent of each Lender affected thereby, (v) change Section 4.01(b) or Section 4.01(c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (vi) waive or amend Section 3.04(c), Section 6.01, Section 8.14, Section 10.02(c) or Section 12.14 or change the definition of the term “Subsidiary”, without the written consent of each Lender (other than any Defaulting Lender), (vii) release any Guarantor (except as set forth in the Guarantee and Collateral Agreement), release any of the collateral (other than as provided in Section 11.10), or reduce the percentage set forth in Section 8.13(a) to less than 85%, without the written consent of each Lender (other than any Defaulting Lender), or (viii) change any of the provisions of this Section 12.02(b) or the definitions of “Majority Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or under any other Loan Documents or make any determination or grant any consent hereunder or any other Loan Documents, without the written consent of each Lender (other than any Defaulting Lender); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, any other Agent, or the Issuing Bank hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, such other Agent or the Issuing Bank, as the case may be. Notwithstanding the foregoing, any supplement to Schedule 7.14 (Subsidiaries) shall be effective simply by delivering to the Administrative Agent a supplemental schedule clearly marked as such and, upon receipt, the Administrative Agent will promptly deliver a copy thereof to the Lenders.

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Section 12.03 Expenses, Indemnity; Damage Waiver.

(a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including, without limitation, the reasonable fees, charges and disbursements of counsel and other outside consultants for the Administrative Agent, the reasonable travel, photocopy, mailing, courier, telephone and other similar expenses, and the cost of environmental invasive and non-invasive assessments and audits and surveys and appraisals, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration (both before and after the execution hereof and including advice of counsel to the Administrative Agent as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of or consents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all costs, expenses, Taxes, assessments and other charges incurred by any Agent or any Lender in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Instrument or any other document referred to therein, (iii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iv) all out-of-pocket expenses incurred by any Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement or any other Loan Document, including its rights under this Section 12.03, or in connection with the Loans made or Letters of Credit issued hereunder, including, without limitation, all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b) THE BORROWER SHALL INDEMNIFY EACH AGENT, THE ISSUING BANK AND EACH LENDER, AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, AND DEFEND AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES AND RELATED EXPENSES, INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (i) THE EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THE PARTIES TO ANY OTHER LOAN DOCUMENT OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR BY ANY OTHER LOAN DOCUMENT, (ii) THE FAILURE OF THE BORROWER OR ANY SUBSIDIARY TO COMPLY WITH THE TERMS OF ANY LOAN DOCUMENT, INCLUDING THIS AGREEMENT, OR WITH ANY GOVERNMENTAL REQUIREMENT, (iii) ANY INACCURACY OF ANY REPRESENTATION OR ANY BREACH OF ANY WARRANTY OR COVENANT OF THE BORROWER OR ANY GUARANTOR SET FORTH IN ANY OF THE LOAN DOCUMENTS OR ANY INSTRUMENTS, DOCUMENTS OR CERTIFICATIONS DELIVERED IN CONNECTION THEREWITH, (iv) ANY LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREFROM, INCLUDING, WITHOUT LIMITATION, (A) ANY REFUSAL BY THE ISSUING BANK TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT, OR (B) THE PAYMENT OF A DRAWING UNDER ANY LETTER OF CREDIT NOTWITHSTANDING THE NON-COMPLIANCE, NON-DELIVERY OR OTHER IMPROPER PRESENTATION OF THE DOCUMENTS PRESENTED IN CONNECTION THEREWITH, (v) ANY OTHER ASPECT OF THE LOAN DOCUMENTS, (vi)

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THE OPERATIONS OF THE BUSINESS OF THE BORROWER AND ITS SUBSIDIARIES BY THE BORROWER AND ITS SUBSIDIARIES, (vii) ANY ASSERTION THAT THE LENDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS RECEIVED PURSUANT TO THE SECURITY INSTRUMENTS, (viii) ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER OR ANY SUBSIDIARY OR ANY OF THEIR PROPERTIES OR OPERATIONS, INCLUDING, THE PRESENCE, GENERATION, STORAGE, RELEASE, THREATENED RELEASE, USE, TRANSPORT, DISPOSAL, ARRANGEMENT OF DISPOSAL OR TREATMENT OF HAZARDOUS MATERIALS ON OR AT ANY OF THEIR PROPERTIES, (ix) THE BREACH OR NON-COMPLIANCE BY THE BORROWER OR ANY SUBSIDIARY WITH ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER OR ANY SUBSIDIARY, (x) THE PAST OWNERSHIP BY THE BORROWER OR ANY SUBSIDIARY OF ANY OF THEIR PROPERTIES OR PAST ACTIVITY ON ANY OF THEIR PROPERTIES WHICH, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIME, COULD RESULT IN PRESENT LIABILITY, (xi) THE PRESENCE, USE, RELEASE, STORAGE, TREATMENT, DISPOSAL, GENERATION, THREATENED RELEASE, TRANSPORT, ARRANGEMENT FOR TRANSPORT OR ARRANGEMENT FOR DISPOSAL OF HAZARDOUS MATERIALS ON OR AT ANY OF THE PROPERTIES OWNED OR OPERATED BY THE BORROWER OR ANY SUBSIDIARY OR ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES, (xii) ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE BORROWER OR ANY OF ITS SUBSIDIARIES, OR (xiii) ANY OTHER ENVIRONMENTAL, HEALTH OR SAFETY CONDITION IN CONNECTION WITH THE LOAN DOCUMENTS, OR (xiv) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, AND SUCH INDEMNITY SHALL EXTEND TO EACH INDEMNITEE NOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF EVERY KIND OR CHARACTER WHATSOEVER, WHETHER ACTIVE OR PASSIVE, WHETHER AN AFFIRMATIVE ACT OR AN OMISSION, INCLUDING WITHOUT LIMITATION, ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THE RESTATEMENT (SECOND) OF TORTS OF ONE OR MORE OF THE INDEMNITEES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNITEES; PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE.

(c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Agent or the Issuing Bank under Section 12.03(a) or (b), each Lender severally agrees to pay to such Agent or the Issuing Bank, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or the Issuing Bank in its capacity as such.

(d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

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(e) All amounts due under this Section 12.03 shall be payable not later than sixty (60) days after written demand therefor.

Section 12.04 Successors and Assigns.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void), (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 12.04 and (iii) no Lender may assign to the Borrower, an Affiliate of the Borrower, a Defaulting Lender or an Affiliate of a Defaulting Lender all or any portion of such Lender’s rights and obligations under this Agreement or all or any portion of its Commitments or the Loans owing to it hereunder. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in Section 12.04(c)) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments.

(i) Subject to the conditions set forth in Section 12.04(b)(ii), any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:

(A) the Borrower, provided that no consent of the Borrower shall be required if such assignment is to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, is to any other assignee; and

(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment to an assignee that is a Lender immediately prior to giving effect to such assignment.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $3,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement;

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(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(iii) Subject to Section 12.04(b)(iv) and the acceptance and recording thereof, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 5.01, Section 5.02, Section 5.03 and Section 12.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.04(c).

(iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Maximum Credit Amount of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Bank and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice. In connection with any changes to the Register, if necessary, the Administrative Agent will reflect the revisions on Annex I and forward a copy of such revised Annex I to the Borrower, the Issuing Bank and each Lender.

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in this Section 12.04(b) and any written consent to such assignment required by this Section 12.04(b), the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 12.04(b).

(c) Participations.

(i) Any Lender may, without the consent of the Borrower, the Administrative Agent or the Issuing Bank, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to

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deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 12.02 that affects such Participant. In addition such agreement must provide that the Participant shall be bound by the provisions of Section 12.03. The Borrower agrees that each Participant shall be entitled to the benefits of Section 5.01, Section 5.02 and Section 5.03 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.04(b) (it being understood that, in the case of Section 5.03, the documentation required under Section 5.03(e) shall be delivered to the participating Lender)) provided that such Participant (A) agrees to be subject to the provisions of Sections 5.04 and 5.05 as if it were an assignee under paragraph (a) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 5.01 or 5.03, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 5.05 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.08 as though it were a Lender, provided such Participant agrees to be subject to Section 4.01(c) as though it were a Lender.

(ii) Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (a “Participant Register”). Any Participant Register shall be available for inspection by the Administrative Agent at any reasonable time and from time to time upon reasonable prior notice; provided that the applicable Lender shall have no obligation to show such Participant Register to any other Person except to the extent such disclosure is necessary to establish that such Loan, commitment, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the U.S. Department of the Treasury regulations promulgated under the Code, and any successor Section. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including, without limitation, any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section 12.04(d) shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Section 12.05 Survival; Revival; Reinstatement.

(a) All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and

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shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any other Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Section 5.01 (except as provided in Section 5.01(d)), Section 5.02, Section 5.03 and Section 12.03 and Article XI shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement, any other Loan Document or any provision hereof or thereof.

(b) To the extent that any payments on the Indebtedness or proceeds of any collateral are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver or other Person under any bankruptcy law, common law or equitable cause, then to such extent, the Indebtedness so satisfied shall be revived and continue as if such payment or proceeds had not been received and the Administrative Agent’s and the Lenders’ Liens, security interests, rights, powers and remedies under this Agreement and each Loan Document shall continue in full force and effect. In such event, each Loan Document shall be automatically reinstated and the Borrower shall take such action as may be reasonably requested by the Administrative Agent and the Lenders to effect such reinstatement.

Section 12.06 Counterparts; Integration; Effectiveness.

(a) This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.

(b) This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof and thereof. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

(c) Except as provided in Section 6.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or electronic mail shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 12.07 Severability. Any provision of this Agreement or any other Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof or thereof and the remaining provisions hereof and

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thereof shall remain in full force and effect and shall be liberally construed to carry out the provisions and intent hereof and thereof; provided, if any one or more of the provisions contained in this Agreement or any other Loan Document shall be determined or held to be invalid or unenforceable because such provision is overly broad as to duration, geographic scope, activity, subject or otherwise, such provision shall be deemed amended (and any court or other tribunal is hereby authorized to reform this Agreement or such other Loan Document accordingly) by limiting and reducing it to the minimum extent necessary to make such provision valid and enforceable. The invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 12.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, after obtaining the prior written consent of Administrative Agent as set forth below, each Lender and each of its Affiliates is hereby authorized, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations (of whatsoever kind, including, without limitations obligations under Swap Agreements) at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower or any Subsidiary against any of and all the obligations of the Borrower or any Subsidiary owed to such Lender now or hereafter existing under this Agreement or any other Loan Document, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations may be unmatured. The rights of each Lender under this Section 12.08 are in addition to other rights and remedies (including other rights of setoff) which such Lender or its Affiliates may have. NOTWITHSTANDING THE FOREGOING, NO LENDER OR ANY AFFILIATE OF A LENDER SHALL EXERCISE, OR ATTEMPT TO EXERCISE, ANY RIGHT OF SET-OFF, BANKER’S LIEN, OR THE LIKE, AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF BORROWER OR ANY SUBSIDIARY THEREOF HELD OR MAINTAINED BY SUCH LENDER OR AFFILIATE OF A LENDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT.

Section 12.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.

(a) THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA EXCEPT TO THE EXTENT THAT UNITED STATES FEDERAL LAW PERMITS ANY LENDER TO CONTRACT FOR, CHARGE, RECEIVE, RESERVE OR TAKE INTEREST AT THE RATE ALLOWED BY THE LAWS OF THE STATE WHERE SUCH LENDER IS LOCATED.

(b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THE LOAN DOCUMENTS SHALL BE BROUGHT IN THE COURTS OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES OF AMERICA FOR THE DISTRICT OF CALIFORNIA, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HEREBY ACCEPTS FOR ITSELF AND (TO THE EXTENT PERMITTED BY LAW) IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. THIS SUBMISSION TO JURISDICTION IS NON-EXCLUSIVE AND DOES NOT PRECLUDE A PARTY FROM OBTAINING JURISDICTION OVER ANOTHER PARTY IN ANY COURT OTHERWISE HAVING JURISDICTION.

(c) EACH PARTY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE

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MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT THE ADDRESS SPECIFIED IN SECTION 12.01 OR SUCH OTHER ADDRESS AS IS SPECIFIED PURSUANT TO SECTION 12.01 (OR ITS ASSIGNMENT AND ASSUMPTION), SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF A PARTY OR ANY HOLDER OF A NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANOTHER PARTY IN ANY OTHER JURISDICTION.

(d) EACH PARTY HEREBY (i) IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; (ii) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OF COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (iii) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 12.09.

Section 12.10 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

Section 12.11 Confidentiality. Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement or any other Loan Document, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 12.11, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any Swap Agreement relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 12.11 or (ii) becomes available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section 12.11, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary and their businesses, other than any such information that is available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower or a Subsidiary; provided that, in the case of information received from the Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 12.11 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Notwithstanding anything herein to the contrary,

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“Information” shall not include, and the Borrower, the Borrower’s Subsidiaries, the Administrative Agent, each Lender and the respective Affiliates of each of the foregoing (and the respective partners, directors, officers, employees, agents, advisors and other representatives of the aforementioned Persons), and any other party, may disclose to any and all Persons, without limitation of any kind (a) any information with respect to the U.S. federal and state income tax treatment of the transactions contemplated hereby and any facts that may be relevant to understanding the U.S. federal or state income tax treatment of such transactions (“tax structure”), which facts shall not include for this purpose the names of the parties or any other person named herein, or information that would permit identification of the parties or such other persons, or any pricing terms or other nonpublic business or financial information that is unrelated to such tax treatment or tax structure, and (b) all materials of any kind (including opinions or other tax analyses) that are provided to the Borrower, the Administrative Agent or such Lender relating to such tax treatment or tax structure.

Section 12.12 Interest Rate Limitation. It is the intention of the parties hereto that each Lender shall conform strictly to usury laws applicable to it. Accordingly, if the transactions contemplated hereby would be usurious as to any Lender under laws applicable to it (including the laws of the United States of America and the State of California or any other jurisdiction whose laws may be mandatorily applicable to such Lender notwithstanding the other provisions of this Agreement), then, in that event, notwithstanding anything to the contrary in any of the Loan Documents or any agreement entered into in connection with or as security for the Notes, it is agreed as follows: (i) the aggregate of all consideration which constitutes interest under law applicable to any Lender that is contracted for, taken, reserved, charged or received by such Lender under any of the Loan Documents or agreements or otherwise in connection with the Notes shall under no circumstances exceed the maximum amount allowed by such applicable law, and any excess shall be canceled automatically and if theretofore paid shall be credited by such Lender on the principal amount of the Indebtedness (or, to the extent that the principal amount of the Indebtedness shall have been or would thereby be paid in full, refunded by such Lender to the Borrower); and (ii) in the event that the maturity of the Notes is accelerated by reason of an election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest under law applicable to any Lender may never include more than the maximum amount allowed by such applicable law, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically by such Lender as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited by such Lender on the principal amount of the Indebtedness (or, to the extent that the principal amount of the Indebtedness shall have been or would thereby be paid in full, refunded by such Lender to the Borrower). All sums paid or agreed to be paid to any Lender for the use, forbearance or detention of sums due hereunder shall, to the extent permitted by law applicable to such Lender, be amortized, prorated, allocated and spread throughout the stated term of the Loans evidenced by the Notes until payment in full so that the rate or amount of interest on account of any Loans hereunder does not exceed the maximum amount allowed by such applicable law. If at any time and from time to time (i) the amount of interest payable to any Lender on any date shall be computed at the Highest Lawful Rate applicable to such Lender pursuant to this Section 12.12 and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to such Lender would be less than the amount of interest payable to such Lender computed at the Highest Lawful Rate applicable to such Lender, then the amount of interest payable to such Lender in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate applicable to such Lender until the total amount of interest payable to such Lender shall equal the total amount of interest which would have been payable to such Lender if the total amount of interest had been computed without giving effect to this Section 12.12.

Section 12.13 EXCULPATION PROVISIONS. EACH OF THE PARTIES HERETO SPECIFICALLY AGREES THAT IT HAS A DUTY TO READ THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND AGREES THAT IT IS CHARGED WITH NOTICE AND

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KNOWLEDGE OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; THAT IT HAS IN FACT READ THIS AGREEMENT AND IS FULLY INFORMED AND HAS FULL NOTICE AND KNOWLEDGE OF THE TERMS, CONDITIONS AND EFFECTS OF THIS AGREEMENT; THAT IT HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE THROUGHOUT THE NEGOTIATIONS PRECEDING ITS EXECUTION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND HAS RECEIVED THE ADVICE OF ITS ATTORNEY IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND THAT IT RECOGNIZES THAT CERTAIN OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS RESULT IN ONE PARTY ASSUMING THE LIABILITY INHERENT IN SOME ASPECTS OF THE TRANSACTION AND RELIEVING THE OTHER PARTY OF ITS RESPONSIBILITY FOR SUCH LIABILITY. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”

Section 12.14 Collateral Matters; Swap Agreements. The benefit of the Security Instruments and of the provisions of this Agreement relating to any collateral securing the Indebtedness shall also extend to and be available to those Lenders or their Affiliates which are counterparties to any Swap Agreement or any counterparty to a Secured Swap Agreement, with the Borrower or any of its Subsidiaries on a pro rata basis in respect of any obligations of the Borrower or any of its Subsidiaries which arise under any such Swap Agreement while such Person or its Affiliate is a Lender, but only while such Person or its Affiliate is (i) a Lender, including any Swap Agreements between such Persons in existence prior to the date hereof or (ii) a counterparty to a Secured Swap Agreement. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under any such Swap Agreements.

Section 12.15 No Third Party Beneficiaries. This Agreement, the other Loan Documents, and the agreement of the Lenders to make Loans and the Issuing Bank to issue, amend, renew or extend Letters of Credit hereunder are solely for the benefit of the Borrower, and no other Person (including, without limitation, any Subsidiary of the Borrower, any obligor, contractor, subcontractor, supplier or materialsman) shall have any rights, claims, remedies or privileges hereunder or under any other Loan Document against the Administrative Agent, any other Agent, the Issuing Bank or any Lender for any reason whatsoever. There are no third party beneficiaries.

Section 12.16 USA Patriot Act Notice. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act.

Section 12.17 Arbitration.

(a) Agreement to Arbitrate. The parties hereto agree, upon demand by any party, to submit to binding arbitration all claims arising out of or in relation to the Loan Documents.

(b) General Rules Applicable to Arbitrations. Any arbitration proceeding will: (i) proceed in a location in California selected by the AAA; (ii) be governed by the Federal Arbitration Act (Title 9 of the United States Code), notwithstanding any conflicting choice of law provision in any of the Loan Documents between the parties; and (iii) be conducted by the AAA, or such other administrator as the parties shall mutually agree upon, in accordance with the AAA’s commercial dispute resolution

87

procedures, unless the claim or counterclaim is at least $1,000,000.00 exclusive of claimed interest, arbitration fees and costs, in which case the arbitration shall be conducted in accordance with the AAA’s optional procedures for large, complex commercial disputes (the commercial dispute resolution procedures or the optional procedures for large, complex commercial disputes to be referred to, as applicable, as the “Rules”). If there is any inconsistency between the terms hereof and the Rules, the terms and procedures set forth herein shall control. Any party who fails or refuses to submit to arbitration following a demand by any other party shall bear all costs and expenses incurred by such other party in compelling arbitration of any dispute. Nothing contained herein shall be deemed to be a waiver by any party that is a bank of the protections afforded to it under 12 U.S.C. Section 91 or any similar applicable state law.

(c) No Limitation of Certain Rights. The arbitration requirement does not limit the right of the Administrative Agent or any Lender to: (i) foreclose against real or personal property collateral; (ii) exercise self-help remedies relating to collateral or proceeds of collateral such as setoff or repossession; or (iii) obtain provisional or ancillary remedies such as replevin, injunctive relief, attachment or the appointment of a receiver, before during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of any party to submit any dispute to arbitration or reference hereunder, including those arising from the exercise of the actions detailed in clauses (i), (ii) and (iii) of this subsection. The arbitration requirement does not limit the Borrowers, the Administrative Agent’s nor any Lender’s rights under Section 1281.8 under the California Code of Civil Procedure.

(d) Arbitrators Generally. Any arbitration proceeding in which the amount in controversy is $5,000,000.00 or less will be decided by a single arbitrator selected according to the Rules, and who shall not render an award of greater than $5,000,000.00. Any dispute in which the amount in controversy exceeds $5,000,000.00 shall be decided by majority vote of a panel of three (3) arbitrators; provided that all three arbitrators must actively participate in all hearings and deliberations. The arbitrator will be a neutral attorney licensed in the State of California or a neutral retired judge of the state or federal judiciary of California, in either case with a minimum of ten (10) years experience in the substantive law applicable to the subject matter of the dispute to be arbitrated. The arbitrator will determine whether or not an issue is arbitratable and will give effect to the statutes of limitation in determining any claim. In any arbitration proceeding, the arbitrator will decide (by documents only or with a hearing at the arbitrator’s discretion) any pre-hearing motions that are similar to motions to dismiss for failure to state a claim or motions for summary adjudication. The arbitrator shall resolve all disputes in accordance with the substantive law of California and may grant any remedy or relief that a court of such state could order or grant within the scope hereof and such ancillary relief as is necessary to make effective any award. The arbitrator shall also have the power to award recovery of all costs and fees, to impose sanctions and to take such other action as the arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the California Rules of Civil Procedure or other applicable law. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief.

(e) Discovery. In any arbitration proceeding, discovery will be permitted in accordance with the Rules. All discovery shall be expressly limited to matters directly relevant to the dispute being arbitrated and must be completed no later than twenty (20) days before the hearing date and within one hundred eighty (180) days of the filing of the dispute with the AAA. Any requests for an extension of the discovery periods, or any discovery disputes, will be subject to final determination by the arbitrator upon a showing that the request for discovery is reasonably necessary for the party’s presentation and that no alternative means for obtaining information is available.

88

(f) Separate Proceedings. The resolution of any dispute arising pursuant to the terms of this Agreement shall be determined by a separate arbitration proceeding and such dispute shall not be consolidated with other disputes or included in any class proceeding.

(g) Costs and Expenses. The arbitrator shall award all costs and expenses of the arbitration proceeding.

(h) Matters Involving Real Property. Notwithstanding anything herein to the contrary, no dispute shall be submitted to arbitration if the dispute concerns Indebtedness to the extent secured directly or indirectly, in whole or in part, by any Mortgaged Property unless: (i) the holder of the mortgage, lien or security interest specifically elects in writing to proceed with the arbitration; or (ii) all parties to the arbitration waive any rights or benefits that might accrue to them by virtue of the single action rule statute of California, thereby agreeing that all indebtedness and obligations of the parties, and all mortgages, liens and security interests securing such indebtedness and obligations, shall remain fully valid and enforceable. If any such dispute is not submitted to arbitration, the dispute shall be referred to a referee in accordance with California Code of Civil Procedure Section 638 et seq., and this general reference agreement is intended to be specifically enforceable in accordance with such Section 638. A referee with the qualifications required herein for arbitrators shall be selected pursuant to the AAA’s selection procedures. Judgment upon the decision rendered by a referee shall be entered in the court in which such proceeding was commenced in accordance with California Code of Civil Procedure Sections 644 and 645.

(i) General Matters. To the maximum extent practicable, the AAA, the arbitrators and the parties shall take all action required to conclude any arbitration proceeding within one hundred eighty days of the filing of the dispute with the AAA. No arbitrator or other party to an arbitration proceeding may disclose the existence, content or results thereof, except for disclosures of information by a party required in the ordinary course of its business or by applicable law. If more than one agreement for arbitration by or between the parties potentially applies to a dispute, the arbitration provision most directly related to the Loan Documents or the subject matter of the dispute shall control. This arbitration provision shall survive termination, amendment or expiration of any of the Loan Documents or any relationship between or among the parties thereto.

[SIGNATURES BEGIN NEXT PAGE]

89

The parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

BORROWER:	SANTA MARIA ENERGY HOLDINGS, LLC
	By:	/s/ Kevin McMillan
	Name:	Kevin McMillan
	Title:	Vice President of Finance and Administration

[Signature Page – Credit Agreement]

ADMINISTRATIVE AGENT:	MUTUAL OF OMAHA BANK, as Administrative Agent
	By:	/s/ George McKean
	Name:	George McKean
	Title:	Manager

[Signature Page – Credit Agreement]

LENDERS:	MUTUAL OF OMAHA BANK
	By:	/s/ George McKean
	Name:	George McKean
	Title:	Manager

[Signature Page – Credit Agreement]

ANNEX I

LIST OF MAXIMUM CREDIT AMOUNTS

Aggregate Maximum Credit Amounts

Name of Lender	Applicable Percentage			Maximum Credit Amount
Mutual of Omaha Bank		100.00	%	$	50,000,000
TOTAL		100.00	%	$	50,000,000

Annex I - 1

EXHIBIT A

FORM OF NOTE

$[        ] [            ], 20[    ]            

FOR VALUE RECEIVED, SANTA MARIA ENERGY HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”) hereby promises to pay to [            ] (the “Lender”), at the principal office of MUTUAL OF OMAHA BANK (the “Administrative Agent”), at [            ], the principal sum of [            ] Dollars ($[        ]) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower under the Amended and Restated Credit Agreement, as hereinafter defined), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Amended and Restated Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Amended and Restated Credit Agreement.

The date, amount, Type, interest rate, Interest Period and maturity of each Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books or on any separate record maintained by the Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans.

This Note is one of the Notes referred to in the Amended and Restated Credit Agreement dated as of November 9, 2012 among the Borrower, the Administrative Agent, and the other agents and lenders signatory thereto (including the Lender), and evidences Loans made by the Lender thereunder (such Amended and Restated Credit Agreement as the same may be amended, supplemented or restated from time to time, the “Amended and Restated Credit Agreement”). Capitalized terms used in this Note have the respective meanings assigned to them in the Amended and Restated Credit Agreement.

This Note is issued pursuant to, and is subject to the terms and conditions set forth in, the Amended and Restated Credit Agreement and is entitled to the benefits provided for in the Amended and Restated Credit Agreement and the other Loan Documents. The Amended and Restated Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions specified therein and other provisions relevant to this Note.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA.

SANTA MARIA ENERGY HOLDINGS, LLC

By:

Name:

Title:

Exhibit A - 1

EXHIBIT B

FORM OF BORROWING REQUEST

[            ], 20[    ]

SANTA MARIA ENERGY HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), pursuant to Section 2.03 of the Amended and Restated Credit Agreement dated as of November     , 2012 (together with all amendments, restatements, supplements or other modifications thereto, the “Amended and Restated Credit Agreement”) among the Borrower, Mutual of Omaha Bank, as Administrative Agent and the other agents and lenders (the “Lenders”) which are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Amended and Restated Credit Agreement), hereby requests a Borrowing as follows:

(i) Aggregate amount of the requested Borrowing is $[        ];

(ii) Date of such Borrowing is [            ], 20[    ];

(iii) Requested Borrowing is to be [an ABR Borrowing] [a Libor Borrowing];

(iv) In the case of a Libor Borrowing, the initial Interest Period applicable thereto is [            ];

(v) Amount of Available Amount in effect on the date hereof is $[        ];

(vi) Total Revolving Credit Exposures on the date hereof (i.e., outstanding principal amount of Loans and total LC Exposure) is $[        ]; and

(vii) Pro forma total Revolving Credit Exposures (giving effect to the requested Borrowing) is $[        ]; and

(viii) Location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05 of the Amended and Restated Credit Agreement, is as follows:

[                                         ]

[                                         ]

[                                         ]

[                                         ]

[                                         ]

Exhibit B - 1

The undersigned certifies that he/she is the [            ] of the Borrower, and that as such he/she is authorized to execute this certificate on behalf of the Borrower. The undersigned further certifies, represents and warrants on behalf of the Borrower that the Borrower is entitled to receive the requested Borrowing under the terms and conditions of the Amended and Restated Credit Agreement.

SANTA MARIA ENERGY HOLDINGS, LLC

By:

Name:

Title:

Exhibit B - 2

EXHIBIT C

FORM OF INTEREST ELECTION REQUEST

[            ], 20[    ]

SANTA MARIA ENERGY HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), pursuant to Section 2.04 of the Amended and Restated Credit Agreement dated as of November     , 2012 (together with all amendments, restatements, supplements or other modifications thereto, the “Amended and Restated Credit Agreement”) among the Borrower, Mutual of Omaha Bank, as Administrative Agent and the other agents and lenders (the “Lenders”) which are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Amended and Restated Credit Agreement), hereby makes an Interest Election Request as follows:

(i) The Borrowing to which this Interest Election Request applies, and if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information specified pursuant to (iii) and (iv) below shall be specified for each resulting Borrowing) is [            ];

(ii) The effective date of the election made pursuant to this Interest Election Request is [            ], 20[    ];[and]

(iii) The resulting Borrowing is to be [an ABR Borrowing] [a Libor Borrowing][; and]

[(iv) [If the resulting Borrowing is a Libor Borrowing] The Interest Period applicable to the resulting Borrowing after giving effect to such election is [            ]].

The undersigned certifies that he/she is the [            ] of the Borrower, and that as such he/she is authorized to execute this certificate on behalf of the Borrower. The undersigned further certifies, represents and warrants on behalf of the Borrower that the Borrower is entitled to receive the requested continuation or conversion under the terms and conditions of the Amended and Restated Credit Agreement.

SANTA MARIA ENERGY HOLDINGS, LLC

By:

Name:

Title:

Exhibit C - 1

EXHIBIT D

FORM OF COMPLIANCE CERTIFICATE

The undersigned hereby certifies that he/she is the [            ] of SANTA MARIA ENERGY HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), and that as such he/she is authorized to execute this certificate on behalf of the Borrower. With reference to the Amended and Restated Credit Agreement dated as of November     , 2012 (together with all amendments, restatements, supplements or other modifications thereto being the “Agreement”) among the Borrower, Mutual of Omaha Bank, as Administrative Agent, and the other agents and lenders (the “Lenders”) which are or become a party thereto, and such Lenders, the undersigned represents and warrants as follows (each capitalized term used herein having the same meaning given to it in the Agreement unless otherwise specified):

(a) The representations and warranties of the Borrower contained in Article VII of the Agreement and in the Loan Documents and otherwise made in writing by or on behalf of the Borrower pursuant to the Agreement and the Loan Documents were true and correct when made, and are repeated at and as of the time of delivery hereof and are true and correct in all material respects at and as of the time of delivery hereof, except to the extent such representations and warranties are expressly limited to an earlier date or the Majority Lenders have expressly consented in writing to the contrary.

(b) The Borrower has performed and complied with all agreements and conditions contained in the Agreement and in the Loan Documents required to be performed or complied with by it prior to or at the time of delivery hereof [or specify default and describe].

(c) Since [same date as financials in Section 7.04(a)], no change has occurred, either in any case or in the aggregate, in the condition, financial or otherwise, of the Borrower or any Subsidiary which could reasonably be expected to have a Material Adverse Effect [or specify event].

(d) There exists no Default or Event of Default [or specify Default and describe].

(e) Attached hereto are the detailed computations necessary to determine whether the Borrower is in compliance with Section 9.01 and Section 8.14 as of the end of the [fiscal quarter][fiscal year] ending [            ].

EXECUTED AND DELIVERED this [            ] day of [    ].

SANTA MARIA ENERGY HOLDINGS, LLC

By:

Name:

Title:

Exhibit D - 1

EXHIBIT E

FORM OF ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.	Assignor:
2.	Assignee:
		[and is an Affiliate/Approved Fund of [identify Lender]1]
3.	Borrower:
4.	Administrative Agent:	, as the administrative agent under the Credit Agreement
5.	Credit Agreement:	The Credit Agreement dated as of November     , 2012 among SANTA MARIA ENERGY HOLDINGS, LLC, the Lenders parties thereto, Mutual of Omaha Bank, as Administrative Agent, and the other agents parties thereto]

¹  Select as applicable.

Exhibit E - 1

6. Assigned Interest:

Commitment Assigned	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans2
	$	$		%
	$	$		%
	$	$		%

Effective Date:                  , 20     [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR

[NAME OF ASSIGNOR]

By:

Title:

ASSIGNEE

[NAME OF ASSIGNEE]

By:

Title:

²  Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

Exhibit E - 2

Consented to and Accepted:

MUTUAL OF OMAHA BANK, as

    Administrative Agent

By

Title:

Consented to:

SANTA MARIA ENERGY HOLDINGS, LLC

By

Title:

Exhibit E - 3

ANNEX 1

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by facsimile or electronic mail shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of California.

Exhibit E - 4

EXHIBIT F

FORM OF GUARANTEE AND COLLATERAL AGREEMENT

Exhibit G-1

EXHIBIT G-1

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Credit Agreement dated as of [            ] [    ], 201[    ] (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Santa Maria Energy Holdings, LLC and each Lender from time to time party thereto.

Pursuant to the provisions of Section 5.03(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By:

Name:

Title:

Date:                  , 20[    ]

Exhibit G-1

EXHIBIT G-2

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Credit Agreement dated as of [        ] [    ], 201[    ] (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Santa Maria Energy Holdings, LLC, and each Lender from time to time party thereto.

Pursuant to the provisions of Section 5.03(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]

By:

Name:

Title:

Date:              , 20[    ]

Exhibit G-2

EXHIBIT G-3

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Credit Agreement dated as of [        ] [        ], 201[    ] (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Santa Maria Energy Holdings, LLC and each Lender from time to time party thereto.

Pursuant to the provisions of Section 5.03(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]

By:

Name:

Title:

Date:              , 20[    ]

Exhibit G-3

EXHIBIT G-4

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Credit Agreement dated as of [            ] [    ], 201[    ] (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Santa Maria Holdings, LLC, and each Lender from time to time party thereto.

Pursuant to the provisions of Section 5.03(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By:

Name:

Title:

Date:              , 20[    ]

Exhibit F - 1

EX-10.2

Exhibit 10.2

Execution Version

FIRST AMENDMENT

TO

AMENDED AND RESTATED

CREDIT AGREEMENT

dated as of June 25, 2013

among

SANTA MARIA ENERGY HOLDINGS, LLC,

as Borrower,

the Guarantors Party Hereto,

MUTUAL OF OMAHA BANK,

as Administrative Agent,

and

the Lenders Party Hereto

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”) dated as of June 25, 2013 (the “First Amendment Effective Date”) is among SANTA MARIA ENERGY HOLDINGS, LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (the “Borrower”), each of the Guarantors that are parties hereto, each of the Lenders that are parties hereto and MUTUAL OF OMAHA BANK (in its individual capacity, “Mutual of Omaha”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

Recitals

A. The Borrower, the Administrative Agent and the Lenders, are parties to that certain Amended and Restated Credit Agreement dated as of November 9, 2012 (the “Credit Agreement”), pursuant to which the Lenders provided certain loans and other extensions of credit to the Borrower.

B. The Guarantors are parties to that certain Amended and Restated Guarantee and Collateral Agreement dated as of November 9, 2012 in favor of the Administrative Agent.

C. The Borrower has requested, and the Lenders have agreed, to amend certain provisions of the Credit Agreement, on the terms and subject to the conditions as set forth herein.

D. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Defined Terms. Unless otherwise defined herein, each term defined in the Credit Agreement and used herein (including terms used in the preamble and recitals hereto), shall have the meaning given to it in the Credit Agreement. Unless otherwise indicated, all section references in this First Amendment refer to sections in the Credit Agreement. The rules of construction and other interpretive provisions specified in Sections 1.02, 1.04 and 1.05 of the Credit Agreement shall apply to this First Amendment, including terms defined in the preamble and recitals hereto.

Section 2. Amendments to Credit Agreement.

2.1 Certain Defined Terms.

(a) Section 1.01 of the Credit Agreement is hereby amended by adding thereto, the following new definition, in its appropriate alphabetical order, to read in its entirety as follows:

“First Amendment” means the First Amendment to Credit Agreement dated as of June 25, 2013, among the Borrower, the Guarantors party thereto, the Lender party thereto and the Administrative Agent.

“First Amendment Effective Date” has the meaning assigned such term in the First Amendment.

2.2 Amendment to Section 9.20. Section 9.20 is hereby amended and restated as follows:

“General and Administrative Costs. Beginning January 1, 2014, the Borrower will not, and will not permit any of its Subsidiaries, to spend in the aggregate more than $1,200,000 in General and Administrative Costs on an annual basis for each calendar year”.

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Section 3. Borrowing Base Redetermination. For the period from and including the First Amendment Effective Date to but excluding the next Redetermination Date, the amount of the Borrowing Base shall be $10,000,000. Notwithstanding the foregoing, the Borrowing Base may be subject to further adjustments from time to time pursuant to Sections 2.07, 8.13(c) or 9.12(d). For the avoidance of doubt, this shall constitute the May 1, 2013 Scheduled Redetermination and the next Scheduled Redetermination shall be the October 1, 2013 Scheduled Redetermination. It is understood among the parties that the Kayne Guaranty Amount shall be reduced to $10,000,000 upon the effectiveness of this First Amendment and is subject to further adjustment upon any redetermination of the Borrowing Base.

Section 4. Conditions Precedent. The effectiveness of this First Amendment is subject to the receipt by the Administrative Agent of the following documents and satisfaction of the other conditions provided in this Section 4:

4.1 First Amendment. The Administrative Agent shall have received from the Borrower, each Guarantor and the Lenders counterparts (in such number as may be requested by the Administrative Agent) of this First Amendment signed on behalf of such Person.

4.2 No Default. No Default or Event of Default shall have occurred and be continuing as of the date of this First Amendment.

4.3 Fees. The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the date hereof.

4.4 Kayne Agreement. The Borrower shall amend, on terms and conditions acceptable to the Administrative Agent in its sole discretion, that certain Letter Agreement dated as of November 9, 2013 with Kayne so that no fee shall be due and payable to Kayne in respect of the Kayne Guaranty Agreement prior to January 1, 2015 and deliver executed copies to the Administrative Agent of such amendment.

The Administrative Agent is hereby authorized and directed to declare this First Amendment to be effective when it has received documents confirming or certifying, to the reasonable satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 4 or the waiver of such conditions as permitted hereby. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.

Section 5. Representations and Warranties; Etc. The Borrower and each Guarantor hereby affirm that as of the date of execution and delivery of this First Amendment, and after giving effect to the transactions contemplated hereby, all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date).

Section 6. Miscellaneous.

6.1 Confirmation. The provisions of the Credit Agreement (as amended by this First Amendment) shall remain in full force and effect in accordance with its terms following the effectiveness of this First Amendment.

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6.2 Ratification and Affirmation of Obligors. The Borrower and each Guarantor hereby expressly (i) acknowledges the terms of this First Amendment, (ii) ratifies and affirms its obligations under each Loan Document to which it is a party, (iii) acknowledges, renews and extends its continued liability under each Loan Document to which it is a party and agrees that its grant of security interest and/or guarantee, as applicable, under the Security Instruments to which it is a party remains in full force and effect with respect to the Indebtedness after giving effect to this First Amendment.

6.3 Loan Document. This First Amendment is a “Loan Document” as defined and described in the Credit Agreement and all of the terms and provisions of the Credit Agreement relating to Loan Documents shall apply hereto.

6.4 Counterparts. This First Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this First Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

6.5 No Oral Agreement. THIS WRITTEN FIRST AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.

6.6 Governing Law. THIS FIRST AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA.

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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed effective as of the date first written above.

BORROWER:	SANTA MARIA ENERGY HOLDINGS, LLC
	By:	/s/ Kevin McMillan
	Name:	Kevin McMillan
	Title:	Vice President of Finance and Administration
GUARANTORS:	SANTA MARIA ENERGY, LLC
	By:	SANTA MARIA ENERGY HOLDINGS, LLC, as Member

By:	/s/ Kevin McMillan
Name:	Kevin McMillan
Title:	Vice President of Finance and Administration

SM ENERGY MANAGEMENT, LLC
By:	SANTA MARIA ENERGY HOLDINGS, LLC, as Member

By:	/s/ Kevin McMillan
Name:	Kevin McMillan
Title:	Vice President of Finance and Administration

First Amendment Signature Page

ADMINISTRATIVE AGENT
AND LENDER:	MUTUAL OF OMAHA BANK
	By:	/s/ George McKean
	Name:	George McKean
	Title:	Manager

First Amendment Signature Page

EX-10.3

Exhibit 10.3

Execution Version

SECOND AMENDMENT TO

AMENDED AND RESTATED

CREDIT AGREEMENT

dated as of December 11, 2013

among

SANTA MARIA ENERGY HOLDINGS, LLC,

as Borrower,

the Guarantors Party Hereto,

MUTUAL OF OMAHA BANK,

as Administrative Agent,

and

the Lenders Party Hereto

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Second Amendment”) dated as of December 11, 2013 (the “Second Amendment Effective Date”) is among SANTA MARIA ENERGY HOLDINGS, LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (the “Borrower”), each of the Guarantors that are parties hereto, each of the Lenders that are parties hereto and MUTUAL OF OMAHA BANK (in its individual capacity, “Mutual of Omaha”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

Recitals

A. The Borrower, the Administrative Agent and the Lenders are parties to that certain Amended and Restated Credit Agreement dated as of November 9, 2012 (as amended by that certain First Amendment to Amended and Restated Credit Agreement dated as of June 25, 2013 and as otherwise modified, the “Credit Agreement”), pursuant to which the Lenders provided certain loans and other extensions of credit to the Borrower.

B. The Guarantors are parties to that certain Amended and Restated Guarantee and Collateral Agreement dated as of November 9, 2012 in favor of the Administrative Agent.

C. The Borrower has requested, and the Lenders have agreed, to amend certain provisions of the Credit Agreement, on the terms and subject to the conditions as set forth herein.

D. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Defined Terms. Unless otherwise defined herein, each term defined in the Credit Agreement and used herein (including terms used in the preamble and recitals hereto), shall have the meaning given to it in the Credit Agreement. Unless otherwise indicated, all section references in this Second Amendment refer to sections in the Credit Agreement. The rules of construction and other interpretive provisions specified in Sections 1.02, 1.04 and 1.05 of the Credit Agreement shall apply to this Second Amendment, including terms defined in the preamble and recitals hereto.

Section 2. Amendments to Credit Agreement.

2.1 Certain Defined Terms.

(a) Section 1.01 of the Credit Agreement is hereby amended by adding thereto, the following new definitions, in its appropriate alphabetical order, to read in their entirety as follows:

“Second Amendment” means the Second Amendment to Credit Agreement dated as of December 11, 2013, among the Borrower, the Guarantors party thereto, the Lender party thereto and the Administrative Agent.

“Second Amendment Effective Date” has the meaning assigned such term in the Second Amendment.

(b) Section 1.01 is hereby amended by amended and restating the following definitions in their entirety:

“Kayne Guaranty Amount” means $11,000,000.

1

“Maturity Date” means February 28, 2015.

2.2 Section 9.20 is hereby amended and restated as follows:

“General and Administrative Costs. Beginning May 31, 2014, the Borrower will not, and will not permit any of its Subsidiaries, to spend in the aggregate more than $1,200,000 in General and Administrative Costs on an annual basis for each calendar year”.

Section 3. Borrowing Base Redetermination. For the period from and including the Second Amendment Effective Date to but excluding the next Redetermination Date, the amount of the Borrowing Base shall be $13,000,000. Notwithstanding the foregoing, the Borrowing Base may be subject to further adjustments from time to time pursuant to the terms of the Credit Agreement. For the avoidance of doubt, the redetermination effected pursuant to this Section 3 shall constitute the October 1, 2013 Scheduled Redetermination and the next Scheduled Redetermination shall be the May 1, 2013 Scheduled Redetermination.

Section 4. Conditions Precedent. The effectiveness of this Second Amendment is subject to the receipt by the Administrative Agent of the following documents and satisfaction of the other conditions provided in this Section 4:

4.1 Second Amendment. The Administrative Agent shall have received from the Borrower, each Guarantor and the Lenders counterparts (in such number as may be requested by the Administrative Agent) of this Second Amendment signed on behalf of such Person.

4.2 No Default. No Default or Event of Default shall have occurred and be continuing as of the date of this Second Amendment.

4.3 Fees. The Administrative Agent shall have received from the Borrower a fee in an amount equal to thirty thousand dollars ($30,000.00). Additionally, the Administrative Agent shall have received all other fees and amounts due and payable on or prior to the date hereof.

4.4 Kayne Guaranty Agreement. The Administrative Agent shall have received duly executed counterparts of an amendment to the Kayne Guaranty Agreement in form and substance acceptable to the Administrative Agent in its reasonable discretion.

The Administrative Agent is hereby authorized and directed to declare this Second Amendment to be effective when it has received documents confirming or certifying, to the reasonable satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 4 or the waiver of such conditions as permitted hereby. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.

Section 5. Representations and Warranties; Etc. The Borrower and each Guarantor hereby affirm that as of the date of execution and delivery of this Second Amendment, and after giving effect to the transactions contemplated hereby, all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date).

2

Section 6. Miscellaneous.

6.1 Confirmation. The provisions of the Credit Agreement (as amended by this Second Amendment) shall remain in full force and effect in accordance with its terms following the effectiveness of this Second Amendment.

6.2 Ratification and Affirmation of Obligors. The Borrower and each Guarantor hereby expressly (i) acknowledges the terms of this Second Amendment, (ii) ratifies and affirms its obligations under each Loan Document to which it is a party, (iii) acknowledges, renews and extends its continued liability under each Loan Document to which it is a party and (iv) agrees that its grant of security interest and/or guarantee, as applicable, under the Security Instruments to which it is a party remains in full force and effect with respect to the Indebtedness after giving effect to this Second Amendment.

6.3 Loan Document. This Second Amendment is a “Loan Document” as defined and described in the Credit Agreement and all of the terms and provisions of the Credit Agreement relating to Loan Documents shall apply hereto.

6.4 Counterparts. This Second Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Second Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

6.5 No Oral Agreement. THIS WRITTEN SECOND AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.

6.6 Governing Law. THIS SECOND AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA.

3

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed effective as of the date first written above.

BORROWER:	SANTA MARIA ENERGY HOLDINGS, LLC
	By:	/s/ Kevin McMillan
	Name:	Kevin McMillan
	Title:	Vice President of Finance and Administration
GUARANTORS:	SANTA MARIA ENERGY, LLC
	By:	SANTA MARIA ENERGY HOLDINGS, LLC,
		as Member

By:	/s/ Kevin McMillan
Name:	Kevin McMillan
Title:	Vice President of Finance and Administration

SM ENERGY MANAGEMENT, LLC
By:	SANTA MARIA ENERGY HOLDINGS, LLC,
	as Member

By:	/s/ Kevin McMillan
Name:	Kevin McMillan
Title:	Vice President of Finance and Administration

Second Amendment Signature Page

ADMINISTRATIVE AGENT
AND LENDER:	MUTUAL OF OMAHA BANK
	By:	/s/ George McKean
	Name:	George McKean
	Title:	Manager

Second Amendment Signature Page

EX-21.1

Exhibit 21.1

Subsidiaries of Santa Maria Energy Corporation

Name of Subsidiary	Jurisdiction of Organization
Hyde Park Acquisition Corp. II	Delaware
Santa Maria Energy Holdings, LLC	Delaware
Santa Maria Energy, LLC	California
SM Energy Management, LLC	California

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-4 of Santa Maria Energy Holdings, LLC (the “Company”) of our report dated December 16, 2013, relating to our audits of the consolidated financial statements, appearing in the Prospectus, which is part of the Registration Statement.

We also consent to the reference to our firm under the caption “Experts” in the Prospectus, which is a part of this Registration Statement.

/s/ Hein & Associates LLP

Dallas, Texas

December 16, 2013

EX-23.2

Exhibit 23.2

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

We consent to the inclusion in this Registration Statement of Santa Maria Energy Corporation on Form S-4 of our report dated March 29, 2013, with respect to our audits of the financial statements of Hyde Park Acquisition Corp. II (a company in the development stage) as of December 31, 2012 and 2011 and for the year ended December 31, 2012, for the period from February 24, 2011 (inception) through December 31, 2011, and for the period from February 24, 2011 (inception) through December 31, 2012, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.

/s/ Marcum LLP

Marcum LLP

New York, NY

December 17, 2013

EX-23.5

Exhibit 23.5

[Netherland, Sewell & Associates Letterhead]

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS

We hereby consent to the references to our firm in this Registration Statement on Form S-4 and all appendixes, exhibits and attachments thereto (including the related prospectus) filed by Santa Maria Energy Corporation. We also consent to the use of our evaluation of their reserves and reserves present value as of December 31, 2012 and October 31, 2013 for Santa Maria Energy Holdings, LLC and its predecessors (the “Registration Statement”). We also consent to all references to our firm in the prospectus included in such Registration Statement, including under the heading “Experts.”

Sincerely,

/s/ Danny D. Simmons

Name:  Danny D. Simmons

Title:    President and Chief Operating Officer

Netherland, Sewell & Associates, Inc.

December 12, 2013

Houston, Texas

EX-23.6

Exhibit 23.6

Gaffney, Cline & Associates

5555 San Felipe Street

Suite 550

Houston, TX 77056

Telephone: +1 713 850 9955

www.gaffney-cline.com

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS

We hereby consent to the references to our firm in this Registration Statement on Form S-4 and all appendixes, exhibits and attachments thereto (including the related prospectus) filed by Santa Maria Energy Corporation, and to the use of our audit of their reserves and reserves present value as of December 31, 2011 for Santa Maria Energy Holdings LLC and its predecessors (the “Registration Statement”). We also consent to all references to our firm in the prospectus included in such Registration Statement, including under the heading “Experts.”

Sincerely,

GAFFNEY, CLINE & ASSOCIATES, INC.

Name: Rawdon J.H. Seager

Title: Technical Director

December 16, 2013

Houston, Texas

EX-23.7

Exhibit 23.7

Consent of Prospective Director

Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) of Santa Maria Energy Corporation (the “Company”), the undersigned hereby consents to being named and described as a person who will become a director of the Company in the Registration Statement and any amendment or supplement to any prospectus included in such Registration Statement, any amendment to such Registration Statement or any subsequent Registration Statement filed pursuant to Rule 462(b) under the Securities Act and to the filing or attachment of this consent with such Registration Statement and any amendment or supplement thereto.

IN WITNESS WHEREOF, the undersigned has executed this consent as of December 17, 2013.

/s/ Edward Levy

Edward Levy

EX-23.8

Exhibit 23.8

Consent of Prospective Director

Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) of Santa Maria Energy Corporation (the “Company”), the undersigned hereby consents to being named and described as a person who will become a director of the Company in the Registration Statement and any amendment or supplement to any prospectus included in such Registration Statement, any amendment to such Registration Statement or any subsequent Registration Statement filed pursuant to Rule 462(b) under the Securities Act and to the filing or attachment of this consent with such Registration Statement and any amendment or supplement thereto.

IN WITNESS WHEREOF, the undersigned has executed this consent as of December 17, 2013.

/s/ David Iverson

David Iverson

EX-23.9

Exhibit 23.9

Consent of Prospective Director

Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) of Santa Maria Energy Corporation (the “Company”), the undersigned hereby consents to being named and described as a person who will become a director of the Company in the Registration Statement and any amendment or supplement to any prospectus included in such Registration Statement, any amendment to such Registration Statement or any subsequent Registration Statement filed pursuant to Rule 462(b) under the Securities Act and to the filing or attachment of this consent with such Registration Statement and any amendment or supplement thereto.

IN WITNESS WHEREOF, the undersigned has executed this consent as of December 17, 2013.

/s/ Richard R. Powell, Jr.

Richard R. Powell, Jr.

EX-23.10

Exhibit 23.10

Consent of Prospective Director

Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) of Santa Maria Energy Corporation (the “Company”), the undersigned hereby consents to being named and described as a person who will become a director of the Company in the Registration Statement and any amendment or supplement to any prospectus included in such Registration Statement, any amendment to such Registration Statement or any subsequent Registration Statement filed pursuant to Rule 462(b) under the Securities Act and to the filing or attachment of this consent with such Registration Statement and any amendment or supplement thereto.

IN WITNESS WHEREOF, the undersigned has executed this consent as of December 17, 2013.

/s/ Charles Yates III

Charles Yates III

EX-99.1

Exhibit 99.1

PROXY

HYDE PARK ACQUISITION CORP. II

500 Fifth Avenue, 50th Floor

New York, NY 10110

SPECIAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

OF HYDE PARK ACQUISITION CORP. II

The undersigned appoints Laurence S. Levy and Edward Levy, and each of them, with full power to act without the others, as proxies, each with the power to appoint a substitute, for the undersigned in connection with the Special Meeting of Stockholders (the “Special Meeting”) of Hyde Park Acquisition Corp. II (“Hyde Park”) to be held on                     , 2014, or any postponement or adjournment thereof. The undersigned hereby authorizes each of such proxies to represent the undersigned at the Special Meeting and to vote, as designated on the reverse side, all shares of Hyde Park common stock which are held of record by the undersigned on the record date for the Special Meeting.

THIS PROXY REVOKES ALL PRIOR PROXIES GIVEN BY THE UNDERSIGNED. BY EXECUTING THIS PROXY CARD, THE UNDERSIGNED AUTHORIZES THE PROXIES TO VOTE IN THEIR DISCRETION TO ADOPT THE MERGER PROPOSAL AND THE ADJOURNMENT PROPOSAL IF THE UNDERSIGNED HAS NOT SPECIFIED HOW HIS, HER OR ITS SHARES SHOULD BE VOTED.

THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED “FOR” PROPOSAL NUMBERS 1 AND 2. THE HYDE PARK BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE PROPOSALS SHOWN ON THE REVERSE SIDE.

HYDE PARK MAY POSTPONE THE SPECIAL MEETING TO SOLICIT ADDITIONAL VOTING INSTRUCTIONS IN THE EVENT THAT A QUORUM IS NOT PRESENT OR UNDER OTHER CIRCUMSTANCES IF DEEMED ADVISABLE BY THE HYDE PARK BOARD OF DIRECTORS.

(Continued and to be dated and signed on reverse side)

PROXY

THIS PROXY WILL BE VOTED AS DIRECTED BELOW. IF NO DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED “FOR” EACH OF THE PROPOSALS NUMBERED 1 AND 2 BELOW. THE BOARD OF DIRECTORS OF HYDE PARK ACQUISITION CORP. II (“HYDE PARK”) UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF SUCH PROPOSALS.

1.	MERGER PROPOSAL — To adopt, and approve the transactions contemplated by, the Merger Agreement, dated as of November 27, 2013, among Hyde Park, HPAC Merger Sub, Santa Maria Energy, SME Merger Sub and Santa Maria Energy Corporation..	FOR ¨	AGAINST ¨	ABSTAIN ¨
	If you voted “FOR” or “AGAINST” Proposal Number 1 and you hold shares of Hyde Park common stock issued in Hyde Park’s initial public offering, you may exercise your conversion rights and demand that Hyde Park convert your shares of common stock into a pro rata portion of the trust account. To properly exercise your conversion rights, you must (a) affirmatively vote “FOR” or “AGAINST” Proposal Number 1, (b) demand that Hyde Park convert your shares into cash no later than the close of the vote on the merger proposal by marking the “I Hereby Exercise My Conversion Rights” box to the right or submitting a demand in writing to Hyde Park’s chief executive officer, and (c) deliver your stock to Hyde Park’s transfer agent physically or electronically using The Depository Trust Company’s DWAC (Deposit Withdrawal at Custodian) System prior to the vote at the Special Meeting. Even if you properly exercise your conversion rights, you will only be entitled to receive cash for these shares if the merger is completed. If you exercise your conversion rights and the merger is completed, then you will be exchanging your shares of Hyde Park common stock for cash and will no longer own your shares.	I HEREBY EXERCISE MY CONVERSION RIGHTS	¨
2.	ADJOURNMENT PROPOSAL — To adopt a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes at the time of the Special Meeting to adopt the merger proposal.	FOR ¨	AGAINST ¨	ABSTAIN ¨

PLEASE MARK, DATE AND RETURN THIS PROXY PROMPTLY. ANY VOTES RECEIVED AFTER A MATTER HAS BEEN VOTED UPON WILL NOT BE COUNTED.

Signature     Signature     Date    

Please sign exactly as your name appears on this proxy card. If shares are held jointly, each holder should sign. Executors, administrators, trustees, guardians, attorneys and agents should give their full titles. If the stockholder is a corporation, please sign in the full name of such corporation by an authorized officer. If the stockholder is a partnership or limited liability company, please sign in the full name of such entity by an authorized person.

EX-99.2

Exhibit 99.2

PROXY

SANTA MARIA ENERGY HOLDINGS, LLC

2811 Airpark Drive

Santa Maria, California 93455

SPECIAL MEETING OF UNITHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF MANAGERS

OF SANTA MARIA ENERGY HOLDINGS, LLC

The undersigned appoints David Pratt and Beth Marino, and each of them, with full power to act without the other, as proxies, each with the power to appoint a substitute, for the undersigned in connection with the Special Meeting of Unitholders (the “Special Meeting”) of Santa Maria Energy Holdings, LLC (“Santa Maria Energy”) to be held on                         , 2014, or any postponement or adjournment thereof. The undersigned hereby authorizes each of such proxies to represent the undersigned at the Special Meeting and to vote, as designated on the reverse side, all Santa Maria common units which are held of record by the undersigned on the record date for the Special Meeting.

THIS PROXY REVOKES ALL PRIOR PROXIES GIVEN BY THE UNDERSIGNED. BY EXECUTING THIS PROXY CARD, THE UNDERSIGNED AUTHORIZES THE PROXIES TO VOTE IN THEIR DISCRETION TO ADOPT THE MERGER PROPOSAL, THE ADJOURNMENT PROPOSAL AND THE MERGER-RELATED COMPENSATION PROPOSAL IF THE UNDERSIGNED HAS NOT SPECIFIED HOW HIS, HER OR ITS UNITS SHOULD BE VOTED.

THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED “FOR” PROPOSAL NUMBERS 1, 2 and 3. THE SANTA MARIA ENERGY BOARD OF MANAGERS RECOMMENDS A VOTE “FOR” THE PROPOSALS SHOWN ON THE REVERSE SIDE.

SANTA MARIA ENERGY MAY POSTPONE THE SPECIAL MEETING TO SOLICIT ADDITIONAL VOTING INSTRUCTIONS IN THE EVENT THAT A QUORUM IS NOT PRESENT OR UNDER OTHER CIRCUMSTANCES IF DEEMED ADVISABLE BY THE SANTA MARIA ENERGY BOARD OF MANAGERS.

(Continued and to be dated and signed on reverse side)

PROXY

THIS PROXY WILL BE VOTED AS DIRECTED BELOW. IF NO DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED “FOR” EACH OF THE PROPOSALS NUMBERED 1, 2 AND 3 BELOW. THE BOARD OF MANAGERS OF SANTA MARIA ENERGY HOLDINGS, LLC (“SANTA MARIA ENERGY”) UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF SUCH PROPOSALS.

1.	MERGER PROPOSAL - To adopt, and approve the transactions contemplated by, the Merger Agreement, dated as of November 27, 2013, among Hyde Park, HPAC Merger Sub, Santa Maria Energy, SME Merger Sub and Santa Maria Energy Corporation.	FOR ¨	AGAINST ¨	ABSTAIN ¨
2.	ADJOURNMENT PROPOSAL - To adopt a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes at the time of the Special Meeting to adopt the merger proposal.	FOR ¨	AGAINST ¨	ABSTAIN ¨
3.	MERGER RELATED COMPENSATION PROPOSAL – To cast an advisory (non-binding) vote to approve certain compensation that may be paid or become payable to Santa Maria Energy’s named executive officers in connection with the merger.	FOR ¨	AGAINST ¨	ABSTAIN ¨
	PLEASE MARK, DATE AND RETURN THIS PROXY PROMPTLY. ANY VOTES RECEIVED AFTER A MATTER HAS BEEN VOTED UPON WILL NOT BE COUNTED.

Signature Signature Date

Please sign exactly as your name appears on this proxy card. If shares are held jointly, each holder should sign. Executors, administrators, trustees, guardians, attorneys and agents should give their full titles. If the unitholder is a corporation, please sign in the full name of such corporation by an authorized officer. If the unitholder is a partnership or limited liability company, please sign in the full name of such entity by an authorized person.

EX-99.3

Exhibit 99.3

December 5, 2013

Mr. Kevin Yung

Santa Maria Energy, LLC

2811 Airpark Drive

Santa Maria, California 93455

Dear Mr. Yung:

In accordance with your request, we have estimated the proved, probable, and possible reserves and future revenue, as of October 31, 2013, to the Santa Maria Energy, LLC (SME) interest in certain oil and gas properties located in Orcutt Field, Santa Barbara County, California, as listed in the accompanying tabulations. We completed our evaluation on or about the date of this letter. It is our understanding that the proved reserves estimated in this report constitute all of the proved reserves owned by SME. The estimates in this report have been prepared in accordance with the definitions and regulations of the U.S. Securities and Exchange Commission (SEC) and conform to the FASB Accounting Standards Codification Topic 932, Extractive Activities—Oil and Gas, except that future income taxes and per-well overhead expenses are excluded. Definitions are presented immediately following this letter.

We estimate the net reserves and future net revenue to the SME interest in these properties, as of October 31, 2013, to be:

	Net Reserves				Future Net Revenue (M$)
Category	Oil (MBBL)		Gas (MMCF)		Total		Present Worth at 10%
Proved Developed Producing		1,740.6		121.2		85,754.3		35,012.8
Proved Developed Non-Producing		374.0		0.0		25,606.2		11,692.7
Proved Undeveloped		13,583.1		0.0		609,433.3		254,196.3
Total Proved		15,697.7		121.2		720,793.8		300,901.8
Probable		12,326.2		0.0		704,833.2		313,365.6
Possible		19,978.7		0.0		1,427,284.4		609,955.8

The oil volumes shown include crude oil only. Oil volumes are expressed in thousands of barrels (MBBL); a barrel is equivalent to 42 United States gallons. Gas volumes are expressed in millions of cubic feet (MMCF) at standard temperature and pressure bases. Estimates of net gas reserves do not include the substantial portion of produced gas that is flared or consumed in field operations.

The estimates shown in this report are for proved, probable, and possible reserves. This report does not include any value that could be attributed to interests in undeveloped acreage beyond those tracts for which undeveloped reserves have been estimated. Reserves categorization conveys the relative degree of certainty; reserves subcategorization is based on development and production status. The estimates of reserves and future revenue included herein have not been adjusted for risk.

As shown in the Table of Contents, this report includes summary projections of reserves and revenue by reserves category. Included for each reservoir are reserves and economics data by reserves category; these data include a summary projection of reserves and revenue along with one-line summaries of basic data, reserves, and economics by lease.

Gross revenue shown in this report is SME’s share of the gross (100 percent) revenue from the properties prior to any deductions. Future net revenue is after deductions for SME’s share of production taxes, ad valorem taxes, capital costs, abandonment costs, and operating expenses but before consideration of any income taxes. The future net revenue has been discounted at an annual rate of 10 percent to determine its present worth, which is shown to indicate the effect of time on the value of money. Future net revenue presented in this report, whether discounted or undiscounted, should not be construed as being the fair market value of the properties.

Oil prices used in this report are based on the 12-month unweighted arithmetic average of the first-day-of-the-month price for each month in the period November 2012 through October 2013. The average Brent Futures price of $108.63 per barrel is adjusted by reservoir for quality, transportation fees, and a regional price differential. The fixed contract gas price of $1.78 per MMBTU is adjusted for energy content. Gas sales are scheduled to end April 30, 2015. All prices are held constant throughout the lives of the properties. For the proved reserves, the average adjusted product prices weighted by production over the remaining lives of the properties are $102.97 per barrel of oil and $1.958 per MCF of gas.

Operating costs used in this report are based on operating expense records of SME, the operator of the properties, and include only direct lease- and field-level costs. Operating costs have been divided into per-well costs and per-unit-of-production costs. As requested, these costs do not include the per-well overhead expenses allowed under joint operating agreements, nor do they include the headquarters general and administrative overhead expenses of SME. Operating costs are not escalated for inflation.

Capital costs used in this report were provided by SME and are based on authorizations for expenditure and actual costs from recent activity. Capital costs are included as required for workovers, new development wells, and production equipment. Based on our understanding of future development plans, a review of the records provided to us, and our knowledge of similar properties, we regard these estimated capital costs to be reasonable. As requested, our estimates do not include any salvage value for the lease and well equipment or the cost of abandoning the developed properties. For the undeveloped locations, abandonment costs used in this report are SME’s estimates of the costs to abandon the wells and production facilities, net of any salvage value. Capital costs and abandonment costs are not escalated for inflation.

For the purposes of this report, we did not perform any field inspection of the properties, nor did we examine the mechanical operation or condition of the wells and facilities. We have not investigated possible environmental liability related to the properties; therefore, our estimates do not include any costs due to such possible liability.

We have made no investigation of potential volume and value imbalances resulting from overdelivery or underdelivery to the SME interest. Therefore, our estimates of reserves and future revenue do not include adjustments for the settlement of any such imbalances; our projections are based on SME receiving its net revenue interest share of estimated future gross production.

The reserves shown in this report are estimates only and should not be construed as exact quantities. Proved reserves are those quantities of oil and gas which, by analysis of engineering and geoscience data, can be estimated with reasonable certainty to be economically producible; probable and possible reserves are those additional reserves which are sequentially less certain to be recovered than proved reserves. Estimates of reserves may increase or decrease as a result of market conditions, future operations, changes in regulations, or actual reservoir performance. In addition to the primary economic assumptions discussed herein, our estimates are based on certain assumptions including, but not limited to, that the properties will be developed consistent with current development plans, that the properties will be operated in a prudent manner, that no governmental regulations or controls will be put in place that would impact the ability of the interest owner to recover the reserves, and that our projections of future production will prove consistent with actual performance. If the reserves are recovered, the revenues therefrom and the costs related thereto could be more or less than the estimated amounts. Because of governmental policies and uncertainties of supply and demand, the sales rates, prices received for the reserves, and costs incurred in recovering such reserves may vary from assumptions made while preparing this report.

For the purposes of this report, we used technical and economic data including, but not limited to, well logs, geologic maps, well test data, production data, historical price and cost information, and property ownership interests. The reserves in this report have been estimated using deterministic methods; these estimates have been prepared in accordance with the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers (SPE Standards). We used standard engineering and geoscience methods, or a combination of methods, including performance analysis, volumetric analysis, and analogy, that we considered to be appropriate and necessary to categorize and estimate reserves in accordance with SEC definitions and regulations. A substantial portion of these reserves are for non-producing zones and undeveloped locations; such reserves are based on estimates of reservoir volumes and recovery efficiencies along with analogy to properties with similar geologic and reservoir characteristics. As in all aspects of oil and gas evaluation, there are uncertainties inherent in the interpretation of engineering and geoscience data; therefore, our conclusions necessarily represent only informed professional judgment.

The data used in our estimates were obtained from SME, public data sources, and the nonconfidential files of Netherland, Sewell & Associates, Inc. and were accepted as accurate. Supporting work data are on file in our office. We have not examined the titles to the properties or independently confirmed the actual degree or type of interest owned. The technical persons responsible for preparing the estimates presented herein meet the requirements regarding qualifications, independence, objectivity, and confidentiality set forth in the SPE Standards. We are independent petroleum engineers, geologists, geophysicists, and petrophysicists; we do not own an interest in these properties nor are we employed on a contingent basis.

		Sincerely,
		NETHERLAND, SEWELL & ASSOCIATES, INC.
		Texas Registered Engineering Firm F-2699
		By:	/s/ C.H. (Scott) Rees III
			C.H. (Scott) Rees III, P.E.
			Chairman and Chief Executive Officer
By:	/s/ C. Ashley Smith	By:	/s/ Shane M. Howell
	C. Ashley Smith, P.E. 100560		Shane M. Howell, P.G. 11276
	Vice President		Vice President
Date Signed: December 5, 2013		Date Signed: December 5, 2013

CAS:MSS

Please be advised that the digital document you are viewing is provided by Netherland, Sewell & Associates, Inc. (NSAI) as a convenience to our clients. The digital document is intended to be substantively the same as the original signed document maintained by NSAI. The digital document is subject to the parameters, limitations, and conditions stated in the original document. In the event of any differences between the digital document and the original document, the original document shall control and supersede the digital document.

DEFINITIONS OF OIL AND GAS RESERVES

Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10a

The following definitions are set forth in U.S. Securities and Exchange Commission (SEC) Regulation S-X Section 210.4-10(a). Also included is supplemental information from (1) the 2007 Petroleum Resources Management System approved by the Society of Petroleum Engineers, (2) the FASB Accounting Standards Codification Topic 932, Extractive Activities—Oil and Gas, and (3) the SEC’s Compliance and Disclosure Interpretations.

(1) Acquisition of properties. Costs incurred to purchase, lease or otherwise acquire a property, including costs of lease bonuses and options to purchase or lease properties, the portion of costs applicable to minerals when land including mineral rights is purchased in fee, brokers’ fees, recording fees, legal costs, and other costs incurred in acquiring properties.

(2) Analogous reservoir. Analogous reservoirs, as used in resources assessments, have similar rock and fluid properties, reservoir conditions (depth, temperature, and pressure) and drive mechanisms, but are typically at a more advanced stage of development than the reservoir of interest and thus may provide concepts to assist in the interpretation of more limited data and estimation of recovery. When used to support proved reserves, an “analogous reservoir” refers to a reservoir that shares the following characteristics with the reservoir of interest:

(i) Same geological formation (but not necessarily in pressure communication with the reservoir of interest);

(ii) Same environment of deposition;

(iii) Similar geological structure; and

(iv) Same drive mechanism.

Instruction to paragraph (a)(2): Reservoir properties must, in the aggregate, be no more favorable in the analog than in the reservoir of interest.

(3) Bitumen. Bitumen, sometimes referred to as natural bitumen, is petroleum in a solid or semi-solid state in natural deposits with a viscosity greater than 10,000 centipoise measured at original temperature in the deposit and atmospheric pressure, on a gas free basis. In its natural state it usually contains sulfur, metals, and other non-hydrocarbons.

(4) Condensate. Condensate is a mixture of hydrocarbons that exists in the gaseous phase at original reservoir temperature and pressure, but that, when produced, is in the liquid phase at surface pressure and temperature.

(5) Deterministic estimate. The method of estimating reserves or resources is called deterministic when a single value for each parameter (from the geoscience, engineering, or economic data) in the reserves calculation is used in the reserves estimation procedure.

(6) Developed oil and gas reserves. Developed oil and gas reserves are reserves of any category that can be expected to be recovered:

(i) Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and

(ii) Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.

Supplemental definitions from the 2007 Petroleum Resources Management System:

Developed Producing Reserves – Developed Producing Reserves are expected to be recovered from completion intervals that are open and producing at the time of the estimate. Improved recovery reserves are considered producing only after the improved recovery project is in operation.

Developed Non-Producing Reserves – Developed Non-Producing Reserves include shut-in and behind-pipe Reserves. Shut-in Reserves are expected to be recovered from (1) completion intervals which are open at the time of the estimate but which have not yet started producing, (2) wells which were shut-in for market conditions or pipeline connections, or (3) wells not capable of production for mechanical reasons. Behind-pipe Reserves are expected to be recovered from zones in existing wells which will require additional completion work or future recompletion prior to start of production. In all cases, production can be initiated or restored with relatively low expenditure compared to the cost of drilling a new well.

(7) Development costs. Costs incurred to obtain access to proved reserves and to provide facilities for extracting, treating, gathering and storing the oil and gas. More specifically, development costs, including depreciation and applicable operating costs of support equipment and facilities and other costs of development activities, are costs incurred to:

(i) Gain access to and prepare well locations for drilling, including surveying well locations for the purpose of determining specific development drilling sites, clearing ground, draining, road building, and relocating public roads, gas lines, and power lines, to the extent necessary in developing the proved reserves.

(ii) Drill and equip development wells, development-type stratigraphic test wells, and service wells, including the costs of platforms and of well equipment such as casing, tubing, pumping equipment, and the wellhead assembly.

Definitions - Page 1 of 6

DEFINITIONS OF OIL AND GAS RESERVES

Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10a

(iii) Acquire, construct, and install production facilities such as lease flow lines, separators, treaters, heaters, manifolds, measuring devices, and production storage tanks, natural gas cycling and processing plants, and central utility and waste disposal systems.

(iv) Provide improved recovery systems.

(8) Development project. A development project is the means by which petroleum resources are brought to the status of economically producible. As examples, the development of a single reservoir or field, an incremental development in a producing field, or the integrated development of a group of several fields and associated facilities with a common ownership may constitute a development project.

(9) Development well. A well drilled within the proved area of an oil or gas reservoir to the depth of a stratigraphic horizon known to be productive.

(10) Economically producible. The term economically producible, as it relates to a resource, means a resource which generates revenue that exceeds, or is reasonably expected to exceed, the costs of the operation. The value of the products that generate revenue shall be determined at the terminal point of oil and gas producing activities as defined in paragraph (a)(16) of this section.

(11) Estimated ultimate recovery (EUR). Estimated ultimate recovery is the sum of reserves remaining as of a given date and cumulative production as of that date.

(12) Exploration costs. Costs incurred in identifying areas that may warrant examination and in examining specific areas that are considered to have prospects of containing oil and gas reserves, including costs of drilling exploratory wells and exploratory-type stratigraphic test wells. Exploration costs may be incurred both before acquiring the related property (sometimes referred to in part as prospecting costs) and after acquiring the property. Principal types of exploration costs, which include depreciation and applicable operating costs of support equipment and facilities and other costs of exploration activities, are:

(i) Costs of topographical, geographical and geophysical studies, rights of access to properties to conduct those studies, and salaries and other expenses of geologists, geophysical crews, and others conducting those studies. Collectively, these are sometimes referred to as geological and geophysical or “G&G” costs.

(ii) Costs of carrying and retaining undeveloped properties, such as delay rentals, ad valorem taxes on properties, legal costs for title defense, and the maintenance of land and lease records.

(iii) Dry hole contributions and bottom hole contributions.

(iv) Costs of drilling and equipping exploratory wells.

(v) Costs of drilling exploratory-type stratigraphic test wells.

(13) Exploratory well. An exploratory well is a well drilled to find a new field or to find a new reservoir in a field previously found to be productive of oil or gas in another reservoir. Generally, an exploratory well is any well that is not a development well, an extension well, a service well, or a stratigraphic test well as those items are defined in this section.

(14) Extension well. An extension well is a well drilled to extend the limits of a known reservoir.

(15) Field. An area consisting of a single reservoir or multiple reservoirs all grouped on or related to the same individual geological structural feature and/or stratigraphic condition. There may be two or more reservoirs in a field which are separated vertically by intervening impervious strata, or laterally by local geologic barriers, or by both. Reservoirs that are associated by being in overlapping or adjacent fields may be treated as a single or common operational field. The geological terms “structural feature” and “stratigraphic condition” are intended to identify localized geological features as opposed to the broader terms of basins, trends, provinces, plays, areas-of-interest, etc.

(16) Oil and gas producing activities.

(i) Oil and gas producing activities include:

(A) The search for crude oil, including condensate and natural gas liquids, or natural gas (“oil and gas”) in their natural states and original locations;

(B) The acquisition of property rights or properties for the purpose of further exploration or for the purpose of removing the oil or gas from such properties;

(C) The construction, drilling, and production activities necessary to retrieve oil and gas from their natural reservoirs, including the acquisition, construction, installation, and maintenance of field gathering and storage systems, such as:

(1) Lifting the oil and gas to the surface; and

(2) Gathering, treating, and field processing (as in the case of processing gas to extract liquid hydrocarbons); and

(D) Extraction of saleable hydrocarbons, in the solid, liquid, or gaseous state, from oil sands, shale, coalbeds, or other nonrenewable natural resources which are intended to be upgraded into synthetic oil or gas, and activities undertaken with a view to such extraction.

Definitions - Page 2 of 6

DEFINITIONS OF OIL AND GAS RESERVES

Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10a

Instruction 1 to paragraph (a)(16)(i): The oil and gas production function shall be regarded as ending at a “terminal point”, which is the outlet valve on the lease or field storage tank. If unusual physical or operational circumstances exist, it may be appropriate to regard the terminal point for the production function as:

a. The first point at which oil, gas, or gas liquids, natural or synthetic, are delivered to a main pipeline, a common carrier, a refinery, or a marine terminal; and

b. In the case of natural resources that are intended to be upgraded into synthetic oil or gas, if those natural resources are delivered to a purchaser prior to upgrading, the first point at which the natural resources are delivered to a main pipeline, a common carrier, a refinery, a marine terminal, or a facility which upgrades such natural resources into synthetic oil or gas.

Instruction 2 to paragraph (a)(16)(i): For purposes of this paragraph (a)(16), the term saleable hydrocarbons means hydrocarbons that are saleable in the state in which the hydrocarbons are delivered.

(ii) Oil and gas producing activities do not include:

(A) Transporting, refining, or marketing oil and gas;

(B) Processing of produced oil, gas, or natural resources that can be upgraded into synthetic oil or gas by a registrant that does not have the legal right to produce or a revenue interest in such production;

(C) Activities relating to the production of natural resources other than oil, gas, or natural resources from which synthetic oil and gas can be extracted; or

(D) Production of geothermal steam.

(17) Possible reserves. Possible reserves are those additional reserves that are less certain to be recovered than probable reserves.

(i) When deterministic methods are used, the total quantities ultimately recovered from a project have a low probability of exceeding proved plus probable plus possible reserves. When probabilistic methods are used, there should be at least a 10% probability that the total quantities ultimately recovered will equal or exceed the proved plus probable plus possible reserves estimates.

(ii) Possible reserves may be assigned to areas of a reservoir adjacent to probable reserves where data control and interpretations of available data are progressively less certain. Frequently, this will be in areas where geoscience and engineering data are unable to define clearly the area and vertical limits of commercial production from the reservoir by a defined project.

(iii) Possible reserves also include incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than the recovery quantities assumed for probable reserves.

(iv) The proved plus probable and proved plus probable plus possible reserves estimates must be based on reasonable alternative technical and commercial interpretations within the reservoir or subject project that are clearly documented, including comparisons to results in successful similar projects.

(v) Possible reserves may be assigned where geoscience and engineering data identify directly adjacent portions of a reservoir within the same accumulation that may be separated from proved areas by faults with displacement less than formation thickness or other geological discontinuities and that have not been penetrated by a wellbore, and the registrant believes that such adjacent portions are in communication with the known (proved) reservoir. Possible reserves may be assigned to areas that are structurally higher or lower than the proved area if these areas are in communication with the proved reservoir.

(vi) Pursuant to paragraph (a)(22)(iii) of this section, where direct observation has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves should be assigned in the structurally higher portions of the reservoir above the HKO only if the higher contact can be established with reasonable certainty through reliable technology. Portions of the reservoir that do not meet this reasonable certainty criterion may be assigned as probable and possible oil or gas based on reservoir fluid properties and pressure gradient interpretations.

(18) Probable reserves. Probable reserves are those additional reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered.

(i) When deterministic methods are used, it is as likely as not that actual remaining quantities recovered will exceed the sum of estimated proved plus probable reserves. When probabilistic methods are used, there should be at least a 50% probability that the actual quantities recovered will equal or exceed the proved plus probable reserves estimates.

Definitions - Page 3 of 6

DEFINITIONS OF OIL AND GAS RESERVES

Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10a

(ii) Probable reserves may be assigned to areas of a reservoir adjacent to proved reserves where data control or interpretations of available data are less certain, even if the interpreted reservoir continuity of structure or productivity does not meet the reasonable certainty criterion. Probable reserves may be assigned to areas that are structurally higher than the proved area if these areas are in communication with the proved reservoir.

(iii) Probable reserves estimates also include potential incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than assumed for proved reserves.

(iv) See also guidelines in paragraphs (a)(17)(iv) and (a)(17)(vi) of this section.

(19) Probabilistic estimate. The method of estimation of reserves or resources is called probabilistic when the full range of values that could reasonably occur for each unknown parameter (from the geoscience and engineering data) is used to generate a full range of possible outcomes and their associated probabilities of occurrence.

(20) Production costs.

(i) Costs incurred to operate and maintain wells and related equipment and facilities, including depreciation and applicable operating costs of support equipment and facilities and other costs of operating and maintaining those wells and related equipment and facilities. They become part of the cost of oil and gas produced. Examples of production costs (sometimes called lifting costs) are:

(A) Costs of labor to operate the wells and related equipment and facilities.

(B) Repairs and maintenance.

(C) Materials, supplies, and fuel consumed and supplies utilized in operating the wells and related equipment and facilities.

(D) Property taxes and insurance applicable to proved properties and wells and related equipment and facilities.

(E) Severance taxes.

(ii) Some support equipment or facilities may serve two or more oil and gas producing activities and may also serve transportation, refining, and marketing activities. To the extent that the support equipment and facilities are used in oil and gas producing activities, their depreciation and applicable operating costs become exploration, development or production costs, as appropriate. Depreciation, depletion, and amortization of capitalized acquisition, exploration, and development costs are not production costs but also become part of the cost of oil and gas produced along with production (lifting) costs identified above.

(21) Proved area. The part of a property to which proved reserves have been specifically attributed.

(22) Proved oil and gas reserves. Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

(i) The area of the reservoir considered as proved includes:

(A) The area identified by drilling and limited by fluid contacts, if any, and

(B) Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data.

(ii) In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.

(iii) Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty.

(iv) Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when:

(A) Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and

(B) The project has been approved for development by all necessary parties and entities, including governmental entities.

(v) Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.

Definitions - Page 4 of 6

DEFINITIONS OF OIL AND GAS RESERVES

Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10a

(23) Proved properties. Properties with proved reserves.

(24) Reasonable certainty. If deterministic methods are used, reasonable certainty means a high degree of confidence that the quantities will be recovered. If probabilistic methods are used, there should be at least a 90% probability that the quantities actually recovered will equal or exceed the estimate. A high degree of confidence exists if the quantity is much more likely to be achieved than not, and, as changes due to increased availability of geoscience (geological, geophysical, and geochemical), engineering, and economic data are made to estimated ultimate recovery (EUR) with time, reasonably certain EUR is much more likely to increase or remain constant than to decrease.

(25) Reliable technology. Reliable technology is a grouping of one or more technologies (including computational methods) that has been field tested and has been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation.

(26) Reserves. Reserves are estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and gas or related substances to market, and all permits and financing required to implement the project.

Note to paragraph (a)(26): Reserves should not be assigned to adjacent reservoirs isolated by major, potentially sealing, faults until those reservoirs are penetrated and evaluated as economically producible. Reserves should not be assigned to areas that are clearly separated from a known accumulation by a non-productive reservoir (i.e., absence of reservoir, structurally low reservoir, or negative test results). Such areas may contain prospective resources (i.e., potentially recoverable resources from undiscovered accumulations).

Excerpted from the FASB Accounting Standards Codification Topic 932, Extractive Activities—Oil and Gas:

932-235-50-30 A standardized measure of discounted future net cash flows relating to an entity’s interests in both of the following shall be disclosed as of the end of the year:

a. Proved oil and gas reserves (see paragraphs 932-235-50-3 through 50-11B)

b. Oil and gas subject to purchase under long-term supply, purchase, or similar agreements and contracts in which the entity participates in the operation of the properties on which the oil or gas is located or otherwise serves as the producer of those reserves (see paragraph 932-235-50-7).

The standardized measure of discounted future net cash flows relating to those two types of interests in reserves may be combined for reporting purposes.

932-235-50-31 All of the following information shall be disclosed in the aggregate and for each geographic area for which reserve quantities are disclosed in accordance with paragraphs 932-235-50-3 through 50-11B:

a. Future cash inflows. These shall be computed by applying prices used in estimating the entity’s proved oil and gas reserves to the year-end quantities of those reserves. Future price changes shall be considered only to the extent provided by contractual arrangements in existence at year-end.

b. Future development and production costs. These costs shall be computed by estimating the expenditures to be incurred in developing and producing the proved oil and gas reserves at the end of the year, based on year-end costs and assuming continuation of existing economic conditions. If estimated development expenditures are significant, they shall be presented separately from estimated production costs.

c. Future income tax expenses. These expenses shall be computed by applying the appropriate year-end statutory tax rates, with consideration of future tax rates already legislated, to the future pretax net cash flows relating to the entity’s proved oil and gas reserves, less the tax basis of the properties involved. The future income tax expenses shall give effect to tax deductions and tax credits and allowances relating to the entity’s proved oil and gas reserves.

d. Future net cash flows. These amounts are the result of subtracting future development and production costs and future income tax expenses from future cash inflows.

Definitions - Page 5 of 6

DEFINITIONS OF OIL AND GAS RESERVES

Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10a

e. Discount. This amount shall be derived from using a discount rate of 10 percent a year to reflect the timing of the future net cash flows relating to proved oil and gas reserves.

f. Standardized measure of discounted future net cash flows. This amount is the future net cash flows less the computed discount.

(27) Reservoir. A porous and permeable underground formation containing a natural accumulation of producible oil and/or gas that is confined by impermeable rock or water barriers and is individual and separate from other reservoirs.

(28) Resources. Resources are quantities of oil and gas estimated to exist in naturally occurring accumulations. A portion of the resources may be estimated to be recoverable, and another portion may be considered to be unrecoverable. Resources include both discovered and undiscovered accumulations.

(29) Service well. A well drilled or completed for the purpose of supporting production in an existing field. Specific purposes of service wells include gas injection, water injection, steam injection, air injection, salt-water disposal, water supply for injection, observation, or injection for in-situ combustion.

(30) Stratigraphic test well. A stratigraphic test well is a drilling effort, geologically directed, to obtain information pertaining to a specific geologic condition. Such wells customarily are drilled without the intent of being completed for hydrocarbon production. The classification also includes tests identified as core tests and all types of expendable holes related to hydrocarbon exploration. Stratigraphic tests are classified as “exploratory type” if not drilled in a known area or “development type” if drilled in a known area.

(31) Undeveloped oil and gas reserves. Undeveloped oil and gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.

(i) Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.

(ii) Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances, justify a longer time.

From the SEC’s Compliance and Disclosure Interpretations (October 26, 2009):

Although several types of projects — such as constructing offshore platforms and development in urban areas, remote locations or environmentally sensitive locations — by their nature customarily take a longer time to develop and therefore often do justify longer time periods, this determination must always take into consideration all of the facts and circumstances. No particular type of project per se justifies a longer time period, and any extension beyond five years should be the exception, and not the rule.

Factors that a company should consider in determining whether or not circumstances justify recognizing reserves even though development may extend past five years include, but are not limited to, the following:

• The company’s level of ongoing significant development activities in the area to be developed (for example, drilling only the minimum number of wells necessary to maintain the lease generally would not constitute significant development activities);

• The company’s historical record at completing development of comparable long-term projects;

• The amount of time in which the company has maintained the leases, or booked the reserves, without significant development activities;

• The extent to which the company has followed a previously adopted development plan (for example, if a company has changed its development plan several times without taking significant steps to implement any of those plans, recognizing proved undeveloped reserves typically would not be appropriate); and

• The extent to which delays in development are caused by external factors related to the physical operating environment (for example, restrictions on development on Federal lands, but not obtaining government permits), rather than by internal factors (for example, shifting resources to develop properties with higher priority).

(iii) Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, as defined in paragraph (a)(2) of this section, or by other evidence using reliable technology establishing reasonable certainty.

(32) Unproved properties. Properties with no proved reserves.

Definitions - Page 6 of 6

TABLE OF CONTENTS

SUMMARY PROJECTIONS OF RESERVES AND REVENUE
Total Proved Reserves	I
Proved Developed Producing Reserves	II
Proved Developed Non-Producing Reserves	III
Proved Undeveloped Reserves	IV
Probable Reserves	V
Possible Reserves	VI
RESERVES AND ECONOMICS
Diatomite Reservoir
Total Proved Reserves	1
Proved Developed Producing Reserves	2
Proved Developed Non-Producing Reserves	5
Proved Undeveloped Reserves	8
Probable Reserves	23
Possible Reserves	50
Monterey Reservoir
Total Proved Reserves	91
Proved Developed Producing Reserves	92
Proved Developed Non-Producing Reserves	97
Proved Undeveloped Reserves	100

	SUMMARY PROJECTION OF RESERVES AND REVENUE
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN ORCUTT FIELD
	TOTAL PROVED RESERVES	SANTA BARBARA COUNTY, CALIFORNIA

PERIOD ENDING M-D-Y	GROSS RESERVES						NET RESERVES						AVERAGE PRICES						GROSS REVENUE
	OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL $/BBL		NGL $/BBL		GAS $/MCF		OIL M$		NGL M$		GAS M$		TOTAL M$
12-31-2013		21,045		0		48,505		18,689		0		13,472		103.282		0.000		1.958		1,930.2		0.0		26.4		1,956.6
12-31-2014		146,624		0		377,268		130,108		0		80,830		103.329		0.000		1.958		13,443.6		0.0		158.3		13,601.9
12-31-2015		464,495		0		714,247		418,314		0		26,944		103.108		0.000		1.958		43,135.3		0.0		52.8		43,188.1
12-31-2016		1,030,156		0		887,817		934,388		0		0		102.967		0.000		0.000		96,211.9		0.0		0.0		96,211.9
12-31-2017		1,287,973		0		942,851		1,164,298		0		0		102.940		0.000		0.000		119,849.2		0.0		0.0		119,849.2
12-31-2018		2,031,490		0		1,233,050		1,816,018		0		0		102.914		0.000		0.000		186,889.4		0.0		0.0		186,889.4
12-31-2019		1,875,134		0		1,129,879		1,645,594		0		0		102.915		0.000		0.000		169,356.4		0.0		0.0		169,356.4
12-31-2020		1,723,148		0		1,030,650		1,494,947		0		0		102.915		0.000		0.000		153,848.5		0.0		0.0		153,848.5
12-31-2021		1,583,917		0		943,219		1,374,053		0		0		102.915		0.000		0.000		141,410.4		0.0		0.0		141,410.4
12-31-2022		1,456,399		0		869,172		1,263,299		0		0		102.916		0.000		0.000		130,011.0		0.0		0.0		130,011.0
12-31-2023		1,288,799		0		780,119		1,116,728		0		0		102.918		0.000		0.000		114,932.4		0.0		0.0		114,932.4
12-31-2024		1,113,416		0		689,359		962,384		0		0		102.922		0.000		0.000		99,055.8		0.0		0.0		99,055.8
12-31-2025		902,871		0		582,925		780,453		0		0		102.929		0.000		0.000		80,329.3		0.0		0.0		80,329.3
12-31-2026		689,969		0		477,555		596,530		0		0		102.942		0.000		0.000		61,409.7		0.0		0.0		61,409.7
12-31-2027		529,605		0		397,393		458,020		0		0		102.957		0.000		0.000		47,151.8		0.0		0.0		47,151.8
SUBTOTAL		16,145,041		0		11,104,009		14,173,823		0		121,246		102.934		0.000		1.958		1,458,964.9		0.0		237.5		1,459,202.4
REMAINING		1,757,165		0		3,743,409		1,523,867		0		0		103.329		0.000		0.000		157,464.3		0.0		0.0		157,464.3
TOTAL		17,902,206		0		14,847,418		15,697,690		0		121,246		102.973		0.000		1.958		1,616,429.2		0.0		237.5		1,616,666.7
CUM PROD		15,880,751				7,328,761
ULTIMATE		33,782,957				22,176,179

					NET DEDUCTIONS/EXPENDITURES										FUTURE NET REVENUE
PERIOD ENDING M-D-Y	NUMBER OF				TAXES				CAPITAL COST M$		ABDNMNT COST M$		OPERATING EXPENSE M$		UNDISCOUNTED				DISC AT 10.000%		PRESENT WORTH PROFILE
	ACTIVE COMPLETIONS				PRODUCTION		AD VALOREM								PERIOD		CUM		CUM		DISC RATE		CUM PW
	GROSS		NET		M$		M$								M$		M$		M$		%		M$
12-31-2013		63		62.70		2.6		36.1		773.0		0.0		883.5		261.4		261.4		261.0		8.000		355,128.2
12-31-2014		66		65.70		23.6		249.6		82,825.2		0.0		5,672.8		-75,169.3		-74,907.9		-69,170.2		12.000		255,380.9
12-31-2015		180		179.70		64.6		794.1		49,797.2		0.0		14,887.8		-22,355.6		-97,263.5		-89,575.6		15.000		199,952.3
12-31-2016		180		179.70		140.3		1,764.0		36,001.0		0.0		29,072.9		29,233.7		-68,029.8		-66,705.0		20.000		132,328.1
12-31-2017		337		335.86		171.5		2,191.0		73,972.7		0.0		38,152.6		5,361.4		-62,668.4		-63,896.6		25.000		85,626.1
12-31-2018		337		331.70		264.9		3,415.0		0.0		0.0		56,483.5		126,726.0		64,057.6		17,396.7		30.000		52,661.1
12-31-2019		337		327.19		235.2		3,095.2		0.0		0.0		52,595.1		113,430.9		177,488.5		83,582.0		35.000		28,870.2
12-31-2020		337		324.55		222.6		2,809.1		1,718.2		0.0		49,466.5		99,632.1		277,120.6		136,439.9		40.000		11,483.9
12-31-2021		336		323.60		193.5		2,579.0		1,718.2		0.0		47,055.2		89,864.5		366,985.1		179,744.6		45.000		-1,442.9
12-31-2022		334		321.65		186.6		2,375.7		0.0		0.0		44,824.1		82,624.6		449,609.7		215,963.7		50.000		-11,105.1
12-31-2023		338		325.36		164.2		2,104.9		4,202.0		0.0		41,510.5		66,950.8		516,560.5		242,651.8
12-31-2024		333		319.65		135.4		1,806.5		0.0		0.0		37,895.5		59,218.4		575,778.9		264,105.1
12-31-2025		332		318.66		118.5		1,468.8		0.0		0.0		33,307.3		45,434.7		621,213.6		279,099.4
12-31-2026		325		311.67		85.8		1,116.5		0.0		0.0		28,604.3		31,603.1		652,816.7		288,581.6
12-31-2027		322		308.67		63.6		862.1		0.0		0.0		25,041.7		21,184.4		674,001.1		294,356.2
SUBTOTAL						2,072.9		26,667.6		251,007.5		0.0		505,453.3		674,001.1		674,001.1		294,356.2
REMAINING						262.7		2,884.6		0.0		13,340.7		94,183.6		46,792.7		720,793.8		300,901.8
TOTAL OF 50.0 YRS						2,335.6		29,552.2		251,007.5		13,340.7		599,636.9		720,793.8		720,793.8		300,901.8

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Table I

	SUMMARY PROJECTION OF RESERVES AND REVENUE
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN ORCUTT FIELD
	PROVED DEVELOPED PRODUCING RESERVES	SANTA BARBARA COUNTY, CALIFORNIA

PERIOD ENDING M-D-Y	GROSS RESERVES						NET RESERVES						AVERAGE PRICES						GROSS REVENUE
	OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL $/BBL		NGL $/BBL		GAS $/MCF		OIL M$		NGL M$		GAS M$		TOTAL M$
12-31-2013		20,697		0		48,349		18,371		0		13,472		103.289		0.000		1.958		1,897.6		0.0		26.4		1,924.0
12-31-2014		119,149		0		280,467		105,734		0		80,830		103.295		0.000		1.958		10,921.3		0.0		158.3		11,079.6
12-31-2015		110,970		0		265,601		98,431		0		26,944		103.306		0.000		1.958		10,168.8		0.0		52.8		10,221.6
12-31-2016		103,691		0		252,488		91,944		0		0		103.318		0.000		0.000		9,499.4		0.0		0.0		9,499.4
12-31-2017		97,152		0		240,631		86,102		0		0		103.330		0.000		0.000		8,897.7		0.0		0.0		8,897.7
12-31-2018		91,078		0		228,441		80,691		0		0		103.341		0.000		0.000		8,338.7		0.0		0.0		8,338.7
12-31-2019		85,039		0		217,783		75,287		0		0		103.356		0.000		0.000		7,781.2		0.0		0.0		7,781.2
12-31-2020		79,580		0		202,691		70,429		0		0		103.370		0.000		0.000		7,280.4		0.0		0.0		7,280.4
12-31-2021		74,193		0		189,299		65,644		0		0		103.386		0.000		0.000		6,786.9		0.0		0.0		6,786.9
12-31-2022		69,948		0		181,538		61,856		0		0		103.399		0.000		0.000		6,396.0		0.0		0.0		6,396.0
12-31-2023		65,147		0		174,227		57,545		0		0		103.420		0.000		0.000		5,951.3		0.0		0.0		5,951.3
12-31-2024		60,275		0		167,120		53,179		0		0		103.446		0.000		0.000		5,501.0		0.0		0.0		5,501.0
12-31-2025		56,980		0		160,946		50,269		0		0		103.457		0.000		0.000		5,200.6		0.0		0.0		5,200.6
12-31-2026		53,472		0		154,801		47,132		0		0		103.476		0.000		0.000		4,876.9		0.0		0.0		4,876.9
12-31-2027		50,016		0		148,773		44,043		0		0		103.496		0.000		0.000		4,558.2		0.0		0.0		4,558.2
SUBTOTAL		1,137,387		0		2,913,155		1,006,657		0		121,246		103.367		0.000		1.958		104,056.0		0.0		237.5		104,293.5
REMAINING		840,127		0		2,943,589		733,973		0		0		103.660		0.000		0.000		76,083.2		0.0		0.0		76,083.2
TOTAL		1,977,514		0		5,856,744		1,740,630		0		121,246		103.491		0.000		1.958		180,139.2		0.0		237.5		180,376.7
CUM PROD		15,880,751				7,328,761
ULTIMATE		17,858,265				13,185,505

					NET DEDUCTIONS/EXPENDITURES										FUTURE NET REVENUE
PERIOD ENDING M-D-Y	NUMBER OF				TAXES				CAPITAL COST M$		ABDNMNT COST M$		OPERATING EXPENSE M$		UNDISCOUNTED				DISC AT 10.000%		PRESENT WORTH PROFILE
	ACTIVE COMPLETIONS				PRODUCTION		AD VALOREM								PERIOD		CUM		CUM		DISC RATE		CUM PW
	GROSS		NET		M$		M$								M$		M$		M$		%		M$
12-31-2013		62		61.70		2.6		35.5		0.0		0.0		875.3		1,010.6		1,010.6		1,003.2		8.000		39,584.4
12-31-2014		62		61.70		19.0		203.3		0.0		0.0		5,138.5		5,718.8		6,729.4		6,375.8		12.000		31,458.5
12-31-2015		62		61.70		17.0		187.3		0.0		0.0		4,963.5		5,053.8		11,783.2		10,693.1		15.000		27,401.1
12-31-2016		62		61.70		15.0		174.3		0.0		0.0		4,806.0		4,504.1		16,287.3		14,189.5		20.000		22,716.1
12-31-2017		62		61.70		14.5		162.8		0.0		0.0		4,663.0		4,057.4		20,344.7		17,052.5		25.000		19,539.6
12-31-2018		62		61.70		14.0		152.9		0.0		0.0		4,519.2		3,652.6		23,997.3		19,395.4		30.000		17,238.0
12-31-2019		61		60.70		12.8		142.7		0.0		0.0		3,503.5		4,122.2		28,119.5		21,799.3		35.000		15,490.6
12-31-2020		60		59.70		12.2		133.2		0.0		0.0		3,309.7		3,825.3		31,944.8		23,827.2		40.000		14,120.8
12-31-2021		58		57.75		11.4		124.4		0.0		0.0		3,124.9		3,526.2		35,471.0		25,526.3		45.000		13,016.0
12-31-2022		56		55.80		10.5		117.3		0.0		0.0		3,012.7		3,255.5		38,726.5		26,952.9		50.000		12,102.3
12-31-2023		56		55.80		9.9		109.1		0.0		0.0		2,825.5		3,006.8		41,733.3		28,149.9
12-31-2024		52		51.80		9.0		101.3		0.0		0.0		2,604.7		2,786.0		44,519.3		29,158.7
12-31-2025		51		50.85		8.6		95.5		0.0		0.0		2,510.7		2,585.8		47,105.1		30,009.8
12-31-2026		50		49.85		8.1		89.4		0.0		0.0		2,375.4		2,404.0		49,509.1		30,729.0
12-31-2027		47		46.86		7.7		83.5		0.0		0.0		2,226.8		2,240.2		51,749.3		31,338.4
SUBTOTAL						172.3		1,912.5		0.0		0.0		50,459.4		51,749.3		51,749.3		31,338.4
REMAINING						138.8		1,397.5		0.0		0.0		40,541.9		34,005.0		85,754.3		35,012.8
TOTAL OF 50.0 YRS						311.1		3,310.0		0.0		0.0		91,001.3		85,754.3		85,754.3		35,012.8

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Table II

	SUMMARY PROJECTION OF RESERVES AND REVENUE
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN ORCUTT FIELD
	PROVED DEVELOPED NON-PRODUCING RESERVES	SANTA BARBARA COUNTY, CALIFORNIA

PERIOD ENDING M-D-Y	GROSS RESERVES						NET RESERVES						AVERAGE PRICES						GROSS REVENUE
	OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL $/BBL		NGL $/BBL		GAS $/MCF		OIL M$		NGL M$		GAS M$		TOTAL M$
12-31-2013		348		0		156		318		0		0		102.880		0.000		0.000		32.6		0.0		0.0		32.6
12-31-2014		10,199		0		36,314		9,041		0		0		103.353		0.000		0.000		934.6		0.0		0.0		934.6
12-31-2015		20,609		0		65,869		18,289		0		0		103.327		0.000		0.000		1,890.0		0.0		0.0		1,890.0
12-31-2016		43,677		0		59,488		39,324		0		0		103.038		0.000		0.000		4,051.8		0.0		0.0		4,051.8
12-31-2017		39,563		0		48,631		35,604		0		0		103.027		0.000		0.000		3,668.0		0.0		0.0		3,668.0
12-31-2018		34,923		0		40,701		31,394		0		0		103.028		0.000		0.000		3,234.7		0.0		0.0		3,234.7
12-31-2019		31,002		0		34,798		27,835		0		0		103.033		0.000		0.000		2,867.9		0.0		0.0		2,867.9
12-31-2020		27,633		0		30,184		24,777		0		0		103.040		0.000		0.000		2,552.4		0.0		0.0		2,552.4
12-31-2021		24,700		0		26,485		22,116		0		0		103.049		0.000		0.000		2,278.5		0.0		0.0		2,278.5
12-31-2022		22,142		0		23,467		19,792		0		0		103.059		0.000		0.000		2,039.8		0.0		0.0		2,039.8
12-31-2023		19,396		0		20,734		17,298		0		0		103.076		0.000		0.000		1,783.0		0.0		0.0		1,783.0
12-31-2024		17,334		0		18,602		15,430		0		0		103.091		0.000		0.000		1,590.7		0.0		0.0		1,590.7
12-31-2025		12,912		0		14,192		11,387		0		0		103.158		0.000		0.000		1,173.7		0.0		0.0		1,173.7
12-31-2026		10,243		0		11,839		8,972		0		0		103.216		0.000		0.000		925.8		0.0		0.0		925.8
12-31-2027		8,725		0		10,846		7,600		0		0		103.263		0.000		0.000		784.7		0.0		0.0		784.7
SUBTOTAL		323,406		0		442,306		289,177		0		0		103.087		0.000		0.000		29,808.2		0.0		0.0		29,808.2
REMAINING		101,190		0		198,254		84,821		0		0		103.660		0.000		0.000		8,792.6		0.0		0.0		8,792.6
TOTAL		424,596		0		640,560		373,998		0		0		103.217		0.000		0.000		38,600.8		0.0		0.0		38,600.8
CUM PROD		0				0
ULTIMATE		424,596				640,560

					NET DEDUCTIONS/EXPENDITURES										FUTURE NET REVENUE
PERIOD ENDING M-D-Y	NUMBER OF				TAXES				CAPITAL COST M$		ABDNMNT COST M$		OPERATING EXPENSE M$		UNDISCOUNTED				DISC AT 10.000%		PRESENT WORTH PROFILE
	ACTIVE COMPLETIONS				PRODUCTION		AD VALOREM								PERIOD		CUM		CUM		DISC RATE		CUM PW
	GROSS		NET		M$		M$								M$		M$		M$		%		M$
12-31-2013		1		1.00		0.0		0.6		70.0		0.0		8.2		-46.2		-46.2		-46.4		8.000		13,161.3
12-31-2014		1		1.00		1.7		17.1		863.0		0.0		210.9		-158.1		-204.3		-190.5		12.000		10,486.8
12-31-2015		1		1.00		3.3		34.7		417.0		0.0		421.0		1,014.0		809.7		675.5		15.000		9,031.5
12-31-2016		1		1.00		5.7		74.2		175.0		0.0		993.1		2,803.8		3,613.5		2,845.1		20.000		7,236.8
12-31-2017		1		1.00		5.2		67.1		0.0		0.0		907.1		2,688.6		6,302.1		4,743.7		25.000		5,944.4
12-31-2018		1		1.00		4.8		59.2		0.0		0.0		807.3		2,363.4		8,665.5		6,260.8		30.000		4,977.9
12-31-2019		2		2.00		4.7		52.5		0.0		0.0		755.9		2,054.8		10,720.3		7,460.1		35.000		4,232.0
12-31-2020		3		2.99		3.7		46.8		0.0		0.0		712.2		1,789.7		12,510.0		8,410.1		40.000		3,640.9
12-31-2021		4		3.99		2.8		41.8		0.0		0.0		696.4		1,537.5		14,047.5		9,151.5		45.000		3,166.2
12-31-2022		4		3.99		2.7		37.3		0.0		0.0		657.8		1,342.0		15,389.5		9,739.7		50.000		2,778.8
12-31-2023		8		7.99		2.5		32.6		0.0		0.0		629.8		1,118.1		16,507.6		10,185.6
12-31-2024		7		6.99		2.5		29.1		0.0		0.0		670.8		888.3		17,395.9		10,507.5
12-31-2025		7		6.95		1.8		21.4		0.0		0.0		377.8		772.7		18,168.6		10,762.3
12-31-2026		1		0.95		1.7		17.2		0.0		0.0		243.3		663.6		18,832.2		10,961.4
12-31-2027		1		0.95		1.5		14.3		0.0		0.0		206.3		562.6		19,394.8		11,114.9
SUBTOTAL						44.6		545.9		1,525.0		0.0		8,297.9		19,394.8		19,394.8		11,114.9
REMAINING						14.4		161.5		0.0		0.0		2,405.3		6,211.4		25,606.2		11,692.7
TOTAL OF 50.0 YRS						59.0		707.4		1,525.0		0.0		10,703.2		25,606.2		25,606.2		11,692.7

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Table III

	SUMMARY PROJECTION OF RESERVES AND REVENUE
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN ORCUTT FIELD
	PROVED UNDEVELOPED RESERVES	SANTA BARBARA COUNTY, CALIFORNIA

PERIOD ENDING M-D-Y	GROSS RESERVES						NET RESERVES						AVERAGE PRICES						GROSS REVENUE
	OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL $/BBL		NGL $/BBL		GAS $/MCF		OIL M$		NGL M$		GAS M$		TOTAL M$
12-31-2013		0		0		0		0		0		0		0.000		0.000		0.000		0.0		0.0		0.0		0.0
12-31-2014		17,276		0		60,487		15,333		0		0		103.548		0.000		0.000		1,587.7		0.0		0.0		1,587.7
12-31-2015		332,916		0		382,777		301,594		0		0		103.030		0.000		0.000		31,076.5		0.0		0.0		31,076.5
12-31-2016		882,788		0		575,841		803,120		0		0		102.923		0.000		0.000		82,660.7		0.0		0.0		82,660.7
12-31-2017		1,151,258		0		653,589		1,042,592		0		0		102.905		0.000		0.000		107,283.5		0.0		0.0		107,283.5
12-31-2018		1,905,489		0		963,908		1,703,933		0		0		102.892		0.000		0.000		175,316.0		0.0		0.0		175,316.0
12-31-2019		1,759,093		0		877,298		1,542,472		0		0		102.891		0.000		0.000		158,707.3		0.0		0.0		158,707.3
12-31-2020		1,615,935		0		797,775		1,399,741		0		0		102.890		0.000		0.000		144,015.7		0.0		0.0		144,015.7
12-31-2021		1,485,024		0		727,435		1,286,293		0		0		102.889		0.000		0.000		132,345.0		0.0		0.0		132,345.0
12-31-2022		1,364,309		0		664,167		1,181,651		0		0		102.888		0.000		0.000		121,575.2		0.0		0.0		121,575.2
12-31-2023		1,204,256		0		585,158		1,041,885		0		0		102.888		0.000		0.000		107,198.1		0.0		0.0		107,198.1
12-31-2024		1,035,807		0		503,637		893,775		0		0		102.888		0.000		0.000		91,964.1		0.0		0.0		91,964.1
12-31-2025		832,979		0		407,787		718,797		0		0		102.889		0.000		0.000		73,955.0		0.0		0.0		73,955.0
12-31-2026		626,254		0		310,915		540,426		0		0		102.891		0.000		0.000		55,607.0		0.0		0.0		55,607.0
12-31-2027		470,864		0		237,774		406,377		0		0		102.892		0.000		0.000		41,808.9		0.0		0.0		41,808.9
SUBTOTAL		14,684,248		0		7,748,548		12,877,989		0		0		102.897		0.000		0.000		1,325,100.7		0.0		0.0		1,325,100.7
REMAINING		815,848		0		601,566		705,073		0		0		102.945		0.000		0.000		72,588.5		0.0		0.0		72,588.5
TOTAL		15,500,096		0		8,350,114		13,583,062		0		0		102.900		0.000		0.000		1,397,689.2		0.0		0.0		1,397,689.2
CUM PROD		0				0
ULTIMATE		15,500,096				8,350,114

					NET DEDUCTIONS/EXPENDITURES										FUTURE NET REVENUE
PERIOD ENDING M-D-Y	NUMBER OF				TAXES				CAPITAL COST M$		ABDNMNT COST M$		OPERATING EXPENSE M$		UNDISCOUNTED				DISC AT 10.000%		PRESENT WORTH PROFILE
	ACTIVE COMPLETIONS				PRODUCTION		AD VALOREM								PERIOD		CUM		CUM		DISC RATE		CUM PW
	GROSS		NET		M$		M$								M$		M$		M$		%		M$
12-31-2013		0		0.00		0.0		0.0		703.0		0.0		0.0		-703.0		-703.0		-695.8		8.000		302,382.5
12-31-2014		3		3.00		2.9		29.2		81,962.2		0.0		323.4		-80,730.0		-81,433.0		-75,355.5		12.000		213,435.6
12-31-2015		117		117.00		44.3		572.1		49,380.2		0.0		9,503.3		-28,423.4		-109,856.4		-100,944.2		15.000		163,519.7
12-31-2016		117		117.00		119.6		1,515.5		35,826.0		0.0		23,273.8		21,925.8		-87,930.6		-83,739.6		20.000		102,375.2
12-31-2017		274		273.17		151.8		1,961.1		73,972.7		0.0		32,582.5		-1,384.6		-89,315.2		-85,692.8		25.000		60,142.1
12-31-2018		274		269.00		246.1		3,202.9		0.0		0.0		51,157.0		120,710.0		31,394.8		-8,259.5		30.000		30,445.2
12-31-2019		274		264.49		217.7		2,900.0		0.0		0.0		48,335.7		107,253.9		138,648.7		54,322.6		35.000		9,147.6
12-31-2020		274		261.86		206.7		2,629.1		1,718.2		0.0		45,444.6		94,017.1		232,665.8		104,202.6		40.000		-6,277.8
12-31-2021		274		261.86		179.3		2,412.8		1,718.2		0.0		43,233.9		84,800.8		317,466.6		145,066.8		45.000		-17,625.1
12-31-2022		274		261.86		173.4		2,221.1		0.0		0.0		41,153.6		78,027.1		395,493.7		179,271.1		50.000		-25,986.2
12-31-2023		274		261.57		151.8		1,963.2		4,202.0		0.0		38,055.2		62,825.9		458,319.6		204,316.3
12-31-2024		274		260.86		123.9		1,676.1		0.0		0.0		34,620.0		55,544.1		513,863.7		224,438.9
12-31-2025		274		260.86		108.1		1,351.9		0.0		0.0		30,418.8		42,076.2		555,939.9		238,327.3
12-31-2026		274		260.86		76.0		1,009.9		0.0		0.0		25,985.6		28,535.5		584,475.4		246,891.2
12-31-2027		274		260.86		54.4		764.3		0.0		0.0		22,608.6		18,381.6		602,857.0		251,902.9
SUBTOTAL						1,856.0		24,209.2		249,482.5		0.0		446,696.0		602,857.0		602,857.0		251,902.9
REMAINING						109.5		1,325.6		0.0		13,340.7		51,236.4		6,576.3		609,433.3		254,196.3
TOTAL OF 37.6 YRS						1,965.5		25,534.8		249,482.5		13,340.7		497,932.4		609,433.3		609,433.3		254,196.3

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Table IV

	SUMMARY PROJECTION OF RESERVES AND REVENUE
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN ORCUTT FIELD
	PROBABLE RESERVES	SANTA BARBARA COUNTY, CALIFORNIA

PERIOD ENDING M-D-Y	GROSS RESERVES						NET RESERVES						AVERAGE PRICES						GROSS REVENUE
	OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL $/BBL		NGL $/BBL		GAS $/MCF		OIL M$		NGL M$		GAS M$		TOTAL M$
12-31-2013		0		0		0		0		0		0		0.000		0.000		0.000		0.0		0.0		0.0		0.0
12-31-2014		424		0		191		387		0		0		102.880		0.000		0.000		39.8		0.0		0.0		39.8
12-31-2015		46,719		0		21,048		42,633		0		0		102.880		0.000		0.000		4,384.6		0.0		0.0		4,384.6
12-31-2016		199,244		0		89,678		181,586		0		0		102.880		0.000		0.000		18,681.0		0.0		0.0		18,681.0
12-31-2017		269,342		0		121,189		208,268		0		0		102.880		0.000		0.000		21,422.0		0.0		0.0		21,422.0
12-31-2018		1,413,777		0		636,289		1,278,133		0		0		102.880		0.000		0.000		131,486.8		0.0		0.0		131,486.8
12-31-2019		1,759,272		0		791,685		1,570,669		0		0		102.880		0.000		0.000		161,593.7		0.0		0.0		161,593.7
12-31-2020		1,618,531		0		728,350		1,433,222		0		0		102.880		0.000		0.000		147,464.4		0.0		0.0		147,464.4
12-31-2021		1,489,068		0		670,018		1,288,211		0		0		102.880		0.000		0.000		132,533.6		0.0		0.0		132,533.6
12-31-2022		1,369,782		0		616,344		1,181,188		0		0		102.880		0.000		0.000		121,508.3		0.0		0.0		121,508.3
12-31-2023		1,248,202		0		561,654		1,077,111		0		0		102.880		0.000		0.000		110,817.0		0.0		0.0		110,817.0
12-31-2024		1,131,296		0		509,027		978,654		0		0		102.880		0.000		0.000		100,692.8		0.0		0.0		100,692.8
12-31-2025		993,572		0		447,172		859,635		0		0		102.880		0.000		0.000		88,434.6		0.0		0.0		88,434.6
12-31-2026		768,903		0		346,012		665,220		0		0		102.880		0.000		0.000		68,448.9		0.0		0.0		68,448.9
12-31-2027		576,720		0		259,500		498,437		0		0		102.880		0.000		0.000		51,283.8		0.0		0.0		51,283.8
SUBTOTAL		12,884,852		0		5,798,157		11,263,354		0		0		102.880		0.000		0.000		1,158,791.3		0.0		0.0		1,158,791.3
REMAINING		1,231,924		0		554,418		1,062,813		0		0		102.880		0.000		0.000		109,359.7		0.0		0.0		109,359.7
TOTAL		14,116,776		0		6,352,575		12,326,167		0		0		102.880		0.000		0.000		1,268,151.0		0.0		0.0		1,268,151.0
CUM PROD		0				0
ULTIMATE		14,116,776				6,352,575

					NET DEDUCTIONS/EXPENDITURES										FUTURE NET REVENUE
PERIOD ENDING M-D-Y	NUMBER OF				TAXES				CAPITAL COST M$		ABDNMNT COST M$		OPERATING EXPENSE M$		UNDISCOUNTED				DISC AT 10.000%		PRESENT WORTH PROFILE
	ACTIVE COMPLETIONS				PRODUCTION		AD VALOREM								PERIOD		CUM		CUM		DISC RATE		CUM PW
	GROSS		NET		M$		M$								M$		M$		M$		%		M$
12-31-2013		0		0.00		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		8.000		364,634.6
12-31-2014		0		0.00		0.1		0.7		0.0		0.0		9.0		30.0		30.0		27.2		12.000		270,589.2
12-31-2015		0		0.00		10.1		77.9		0.0		0.0		991.9		3,304.7		3,334.7		2,752.4		15.000		218,993.6
12-31-2016		0		0.00		22.2		343.8		0.0		0.0		4,239.1		14,075.9		17,410.6		13,674.8		20.000		157,151.6
12-31-2017		86		81.00		33.5		393.2		47,810.3		0.0		5,375.7		-32,190.7		-14,780.1		-8,128.3		25.000		115,465.8
12-31-2018		238		235.55		179.5		2,406.0		52,887.5		0.0		38,626.5		37,387.3		22,607.2		14,360.6		30.000		86,613.9
12-31-2019		238		230.86		220.2		2,955.5		0.0		0.0		46,502.5		111,915.5		134,522.7		79,615.7		35.000		66,195.4
12-31-2020		238		233.18		208.9		2,691.0		0.0		0.0		43,084.3		101,480.2		236,002.9		133,440.6		40.000		51,453.8
12-31-2021		238		226.67		185.3		2,421.6		0.0		0.0		39,481.8		90,444.9		326,447.8		177,049.6		45.000		40,582.6
12-31-2022		238		226.18		162.6		2,216.3		0.0		0.0		36,932.4		82,197.0		408,644.8		213,072.2		50.000		32,453.8
12-31-2023		238		226.18		145.8		2,021.1		-11.0		0.0		34,551.6		74,109.5		482,754.3		242,611.8
12-31-2024		238		227.18		137.2		1,840.2		0.0		0.0		32,335.4		66,380.0		549,134.3		266,653.3
12-31-2025		238		227.18		121.9		1,609.1		0.0		0.0		29,662.6		57,041.0		606,175.3		285,461.6
12-31-2026		238		227.18		88.2		1,253.8		0.0		0.0		25,146.4		41,960.5		648,135.8		298,042.7
12-31-2027		238		226.86		69.8		944.0		0.0		0.0		21,218.8		29,051.2		677,187.0		305,966.6
SUBTOTAL						1,585.3		21,174.2		100,686.8		0.0		358,158.0		677,187.0		677,187.0		305,966.6
REMAINING						150.2		2,001.7		0.0		11,314.5		68,247.1		27,646.2		704,833.2		313,365.6
TOTAL OF 19.3 YRS						1,735.5		23,175.9		100,686.8		11,314.5		426,405.1		704,833.2		704,833.2		313,365.6

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Table V

	SUMMARY PROJECTION OF RESERVES AND REVENUE
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN ORCUTT FIELD
	POSSIBLE RESERVES	SANTA BARBARA COUNTY, CALIFORNIA

PERIOD ENDING M-D-Y	GROSS RESERVES						NET RESERVES						AVERAGE PRICES						GROSS REVENUE
	OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL $/BBL		NGL $/BBL		GAS $/MCF		OIL M$		NGL M$		GAS M$		TOTAL M$
12-31-2013		0		0		0		0		0		0		0.000		0.000		0.000		0.0		0.0		0.0		0.0
12-31-2014		624		0		281		569		0		0		102.880		0.000		0.000		58.5		0.0		0.0		58.5
12-31-2015		68,755		0		30,963		62,693		0		0		102.880		0.000		0.000		6,445.9		0.0		0.0		6,445.9
12-31-2016		303,353		0		136,519		276,389		0		0		102.880		0.000		0.000		28,437.5		0.0		0.0		28,437.5
12-31-2017		367,820		0		165,524		322,626		0		0		102.880		0.000		0.000		33,191.0		0.0		0.0		33,191.0
12-31-2018		988,523		0		444,816		867,032		0		0		102.880		0.000		0.000		89,201.3		0.0		0.0		89,201.3
12-31-2019		2,520,470		0		1,134,223		2,260,922		0		0		102.880		0.000		0.000		232,597.9		0.0		0.0		232,597.9
12-31-2020		2,729,514		0		1,228,201		2,418,186		0		0		102.880		0.000		0.000		248,787.0		0.0		0.0		248,787.0
12-31-2021		2,511,171		0		1,130,009		2,176,611		0		0		102.880		0.000		0.000		223,923.9		0.0		0.0		223,923.9
12-31-2022		2,309,968		0		1,039,442		1,998,035		0		0		102.880		0.000		0.000		205,551.2		0.0		0.0		205,551.2
12-31-2023		2,106,846		0		948,097		1,822,865		0		0		102.880		0.000		0.000		187,541.6		0.0		0.0		187,541.6
12-31-2024		1,912,312		0		860,483		1,652,688		0		0		102.880		0.000		0.000		170,027.2		0.0		0.0		170,027.2
12-31-2025		1,712,552		0		770,611		1,475,921		0		0		102.880		0.000		0.000		151,839.6		0.0		0.0		151,839.6
12-31-2026		1,452,808		0		653,818		1,251,173		0		0		102.880		0.000		0.000		128,725.6		0.0		0.0		128,725.6
12-31-2027		1,108,776		0		498,972		955,524		0		0		102.880		0.000		0.000		98,307.6		0.0		0.0		98,307.6
SUBTOTAL		20,093,492		0		9,041,959		17,541,234		0		0		102.880		0.000		0.000		1,804,635.8		0.0		0.0		1,804,635.8
REMAINING		2,825,132		0		1,271,620		2,437,467		0		0		102.880		0.000		0.000		250,753.0		0.0		0.0		250,753.0
TOTAL		22,918,624		0		10,313,579		19,978,701		0		0		102.880		0.000		0.000		2,055,388.8		0.0		0.0		2,055,388.8
CUM PROD		0				0
ULTIMATE		22,918,624				10,313,579

					NET DEDUCTIONS/EXPENDITURES										FUTURE NET REVENUE
PERIOD ENDING M-D-Y	NUMBER OF				TAXES				CAPITAL COST M$		ABDNMNT COST M$		OPERATING EXPENSE M$		UNDISCOUNTED				DISC AT 10.000%		PRESENT WORTH PROFILE
	ACTIVE COMPLETIONS				PRODUCTION		AD VALOREM								PERIOD		CUM		CUM		DISC RATE		CUM PW
	GROSS		NET		M$		M$								M$		M$		M$		%		M$
12-31-2013		0		0.00		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		8.000		714,068.0
12-31-2014		0		0.00		0.1		1.1		0.0		0.0		12.2		45.1		45.1		41.0		12.000		523,965.8
12-31-2015		0		0.00		10.3		121.3		0.0		0.0		1,329.9		4,984.4		5,029.5		4,167.8		15.000		421,216.9
12-31-2016		0		0.00		44.3		521.3		0.0		0.0		4,031.6		23,840.3		28,869.8		22,658.1		20.000		300,029.1
12-31-2017		0		0.00		41.4		608.4		0.0		0.0		3,024.9		29,516.3		58,386.1		43,332.4		25.000		219,585.9
12-31-2018		178		170.86		118.7		1,633.2		86,735.5		0.0		12,934.7		-12,220.8		46,165.3		36,184.5		30.000		164,625.6
12-31-2019		295		288.86		317.2		4,256.4		38,079.0		0.0		47,457.4		142,487.9		188,653.2		118,004.8		35.000		126,050.4
12-31-2020		295		281.78		338.1		4,542.6		0.0		0.0		44,576.6		199,329.7		387,982.9		223,682.2		40.000		98,388.4
12-31-2021		295		282.15		308.6		4,095.5		0.0		0.0		36,669.9		182,849.9		570,832.8		311,819.9		45.000		78,138.7
12-31-2022		295		281.20		282.3		3,760.5		0.0		0.0		33,845.7		167,662.7		738,495.5		385,310.9		50.000		63,045.1
12-31-2023		295		281.59		254.3		3,430.5		0.0		0.0		32,415.4		151,441.4		889,936.9		445,664.6
12-31-2024		295		280.68		241.7		3,115.5		0.0		0.0		31,037.9		135,632.1		1,025,569.0		494,813.5
12-31-2025		295		279.92		213.8		2,770.2		0.0		0.0		29,711.3		119,144.3		1,144,713.3		534,052.0
12-31-2026		295		279.59		187.9		2,348.5		0.0		0.0		27,981.4		98,207.8		1,242,921.1		563,481.6
12-31-2027		295		279.59		129.6		1,794.6		0.0		0.0		24,469.8		71,913.6		1,314,834.7		583,085.9
SUBTOTAL						2,488.3		32,999.6		124,814.5		0.0		329,498.7		1,314,834.7		1,314,834.7		583,085.9
REMAINING						340.2		4,590.5		0.0		14,024.2		119,348.4		112,449.7		1,427,284.4		609,955.8
TOTAL OF 20.5 YRS						2,828.5		37,590.1		124,814.5		14,024.2		448,847.1		1,427,284.4		1,427,284.4		609,955.8

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Table VI

DIATOMITE RESERVOIR

ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

	SUMMARY PROJECTION OF RESERVES AND REVENUE
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	TOTAL PROVED RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

PERIOD ENDING M-D-Y	GROSS RESERVES						NET RESERVES						AVERAGE PRICES						GROSS REVENUE
	OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL $/BBL		NGL $/BBL		GAS $/MCF		OIL M$		NGL M$		GAS M$		TOTAL M$
12-31-2013		9,974		0		4,490		9,059		0		0		102.880		0.000		0.000		931.8		0.0		0.0		931.8
12-31-2014		60,892		0		27,403		55,290		0		0		102.880		0.000		0.000		5,688.3		0.0		0.0		5,688.3
12-31-2015		325,077		0		146,267		296,063		0		0		102.880		0.000		0.000		30,462.7		0.0		0.0		30,462.7
12-31-2016		911,433		0		410,146		830,384		0		0		102.880		0.000		0.000		85,431.1		0.0		0.0		85,431.1
12-31-2017		1,185,028		0		533,260		1,074,216		0		0		102.880		0.000		0.000		110,510.6		0.0		0.0		110,510.6
12-31-2018		1,939,838		0		872,983		1,735,879		0		0		102.880		0.000		0.000		178,582.3		0.0		0.0		178,582.3
12-31-2019		1,791,854		0		806,312		1,572,828		0		0		102.880		0.000		0.000		161,813.7		0.0		0.0		161,813.7
12-31-2020		1,646,536		0		740,977		1,428,032		0		0		102.880		0.000		0.000		146,912.1		0.0		0.0		146,912.1
12-31-2021		1,512,836		0		680,845		1,311,968		0		0		102.880		0.000		0.000		134,975.0		0.0		0.0		134,975.0
12-31-2022		1,389,736		0		625,389		1,205,096		0		0		102.880		0.000		0.000		123,977.3		0.0		0.0		123,977.3
12-31-2023		1,225,870		0		551,675		1,061,807		0		0		102.880		0.000		0.000		109,239.3		0.0		0.0		109,239.3
12-31-2024		1,053,739		0		474,140		910,314		0		0		102.880		0.000		0.000		93,658.3		0.0		0.0		93,658.3
12-31-2025		846,196		0		380,773		731,017		0		0		102.880		0.000		0.000		75,204.9		0.0		0.0		75,204.9
12-31-2026		635,949		0		286,125		549,418		0		0		102.880		0.000		0.000		56,526.1		0.0		0.0		56,526.1
12-31-2027		478,023		0		215,034		413,043		0		0		102.880		0.000		0.000		42,489.6		0.0		0.0		42,489.6
SUBTOTAL		15,012,981		0		6,755,819		13,184,414		0		0		102.880		0.000		0.000		1,356,403.1		0.0		0.0		1,356,403.1
REMAINING		749,826		0		337,478		646,735		0		0		102.880		0.000		0.000		66,540.9		0.0		0.0		66,540.9
TOTAL		15,762,807		0		7,093,297		13,831,149		0		0		102.880		0.000		0.000		1,422,944.0		0.0		0.0		1,422,944.0
CUM PROD		264,746				129,951
ULTIMATE		16,027,553				7,223,248

					NET DEDUCTIONS/EXPENDITURES										FUTURE NET REVENUE
PERIOD ENDING M-D-Y	NUMBER OF				TAXES				CAPITAL COST M$		ABDNMNT COST M$		OPERATING EXPENSE M$		UNDISCOUNTED				DISC AT 10.000%		PRESENT WORTH PROFILE
	ACTIVE COMPLETIONS				PRODUCTION		AD VALOREM								PERIOD		CUM		CUM		DISC RATE		CUM PW
	GROSS		NET		M$		M$								M$		M$		M$		%		M$
12-31-2013		21		20.93		1.4		17.1		773.0		0.0		539.9		-399.6		-399.6		-395.7		8.000		315,985.2
12-31-2014		22		21.93		7.8		103.7		77,812.2		0.0		3,288.6		-75,524.0		-75,923.6		-70,136.4		12.000		226,248.0
12-31-2015		132		131.93		40.3		560.6		40,352.2		0.0		11,601.7		-22,092.1		-98,015.7		-90,020.4		15.000		175,792.6
12-31-2016		132		131.93		120.4		1,565.5		36,001.0		0.0		26,113.2		21,631.0		-76,384.7		-73,056.4		20.000		113,860.4
12-31-2017		289		288.09		154.2		2,019.8		73,972.7		0.0		35,445.2		-1,081.3		-77,466.0		-74,796.6		25.000		70,966.1
12-31-2018		289		283.92		249.1		3,262.4		0.0		0.0		53,969.2		121,101.6		43,635.6		2,887.6		30.000		40,716.1
12-31-2019		290		280.42		221.2		2,956.6		0.0		0.0		50,220.9		108,415.0		152,050.6		66,147.5		35.000		18,944.5
12-31-2020		290		277.78		209.5		2,682.0		1,718.2		0.0		47,210.4		95,092.0		247,142.6		116,598.1		40.000		3,108.7
12-31-2021		290		277.78		181.6		2,460.7		1,718.2		0.0		44,906.8		85,707.7		332,850.3		157,899.2		45.000		-8,595.9
12-31-2022		289		276.79		175.7		2,264.6		0.0		0.0		42,751.5		78,785.5		411,635.8		192,436.0		50.000		-17,275.6
12-31-2023		293		280.50		153.9		2,000.4		4,202.0		0.0		39,500.2		63,382.8		475,018.6		217,703.7
12-31-2024		288		274.79		125.9		1,707.0		0.0		0.0		35,939.7		55,885.7		530,904.3		237,950.4
12-31-2025		287		273.79		109.2		1,374.6		0.0		0.0		31,412.3		42,308.8		573,213.1		251,916.0
12-31-2026		281		267.80		76.7		1,026.8		0.0		0.0		26,763.1		28,659.5		601,872.6		260,517.5
12-31-2027		279		265.81		54.8		776.5		0.0		0.0		23,252.7		18,405.6		620,278.2		265,536.2
SUBTOTAL						1,881.7		24,778.3		236,549.5		0.0		472,915.4		620,278.2		620,278.2		265,536.2
REMAINING						97.9		1,214.5		0.0		12,740.7		48,095.1		4,392.7		624,670.9		267,395.6
TOTAL OF 18.4 YRS						1,979.6		25,992.8		236,549.5		12,740.7		521,010.5		624,670.9		624,670.9		267,395.6

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 1

PROVED DEVELOPED PRODUCING RESERVES

	SUMMARY PROJECTION OF RESERVES AND REVENUE
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROVED DEVELOPED PRODUCING RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

PERIOD ENDING M-D-Y	GROSS RESERVES						NET RESERVES						AVERAGE PRICES						GROSS REVENUE
	OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL $/BBL		NGL $/BBL		GAS $/MCF		OIL M$		NGL M$		GAS M$		TOTAL M$
12-31-2013		9,626		0		4,334		8,741		0		0		102.880		0.000		0.000		899.2		0.0		0.0		899.2
12-31-2014		54,565		0		24,555		49,524		0		0		102.880		0.000		0.000		5,094.9		0.0		0.0		5,094.9
12-31-2015		49,210		0		22,146		44,662		0		0		102.880		0.000		0.000		4,595.0		0.0		0.0		4,595.0
12-31-2016		44,440		0		19,997		40,333		0		0		102.880		0.000		0.000		4,149.5		0.0		0.0		4,149.5
12-31-2017		40,176		0		18,079		36,464		0		0		102.880		0.000		0.000		3,751.5		0.0		0.0		3,751.5
12-31-2018		36,355		0		16,361		32,998		0		0		102.880		0.000		0.000		3,395.0		0.0		0.0		3,395.0
12-31-2019		32,308		0		14,540		29,318		0		0		102.880		0.000		0.000		3,016.4		0.0		0.0		3,016.4
12-31-2020		28,825		0		12,973		26,162		0		0		102.880		0.000		0.000		2,691.4		0.0		0.0		2,691.4
12-31-2021		25,408		0		11,430		23,057		0		0		102.880		0.000		0.000		2,372.4		0.0		0.0		2,372.4
12-31-2022		22,809		0		10,264		20,700		0		0		102.880		0.000		0.000		2,129.3		0.0		0.0		2,129.3
12-31-2023		19,535		0		8,788		17,719		0		0		102.880		0.000		0.000		1,822.9		0.0		0.0		1,822.9
12-31-2024		16,125		0		7,254		14,624		0		0		102.880		0.000		0.000		1,504.3		0.0		0.0		1,504.3
12-31-2025		14,439		0		6,499		13,093		0		0		102.880		0.000		0.000		1,347.0		0.0		0.0		1,347.0
12-31-2026		12,280		0		5,525		11,135		0		0		102.880		0.000		0.000		1,145.5		0.0		0.0		1,145.5
12-31-2027		10,219		0		4,600		9,266		0		0		102.880		0.000		0.000		953.3		0.0		0.0		953.3
SUBTOTAL		416,320		0		187,345		377,796		0		0		102.880		0.000		0.000		38,867.6		0.0		0.0		38,867.6
REMAINING		0		0		0		0		0		0		0.000		0.000		0.000		0.0		0.0		0.0		0.0
TOTAL		416,320		0		187,345		377,796		0		0		102.880		0.000		0.000		38,867.6		0.0		0.0		38,867.6
CUM PROD		264,746				129,951
ULTIMATE		681,066				317,296

					NET DEDUCTIONS/EXPENDITURES										FUTURE NET REVENUE
PERIOD ENDING M-D-Y	NUMBER OF				TAXES				CAPITAL COST M$		ABDNMNT COST M$		OPERATING EXPENSE M$		UNDISCOUNTED				DISC AT 10.000%		PRESENT WORTH PROFILE
	ACTIVE COMPLETIONS				PRODUCTION		AD VALOREM								PERIOD		CUM		CUM		DISC RATE		CUM PW
	GROSS		NET		M$		M$								M$		M$		M$		%		M$
12-31-2013		21		20.93		1.4		16.5		0.0		0.0		531.7		349.6		349.6		346.5		8.000		8,474.8
12-31-2014		21		20.93		7.1		92.9		0.0		0.0		3,119.1		1,875.8		2,225.4		2,110.2		12.000		7,394.2
12-31-2015		21		20.93		6.4		84.1		0.0		0.0		2,993.6		1,510.9		3,736.3		3,402.2		15.000		6,753.1
12-31-2016		21		20.93		5.5		75.7		0.0		0.0		2,880.3		1,188.0		4,924.3		4,325.6		20.000		5,909.4
12-31-2017		21		20.93		5.2		68.7		0.0		0.0		2,777.8		899.8		5,824.1		4,961.8		25.000		5,270.4
12-31-2018		21		20.93		4.7		62.0		0.0		0.0		2,685.2		643.1		6,467.2		5,375.1		30.000		4,772.8
12-31-2019		21		20.93		4.0		55.1		0.0		0.0		1,759.8		1,197.5		7,664.7		6,074.5		35.000		4,373.6
12-31-2020		20		19.93		3.7		49.2		0.0		0.0		1,641.0		997.5		8,662.2		6,604.1		40.000		4,049.3
12-31-2021		19		18.93		3.2		43.3		0.0		0.0		1,499.5		826.4		9,488.6		7,002.6		45.000		3,780.5
12-31-2022		18		17.94		2.8		38.8		0.0		0.0		1,412.7		675.0		10,163.6		7,298.8		50.000		3,552.2
12-31-2023		18		17.94		2.5		33.4		0.0		0.0		1,247.4		539.6		10,703.2		7,514.3
12-31-2024		14		13.94		2.0		27.5		0.0		0.0		1,047.3		427.5		11,130.7		7,669.4
12-31-2025		14		13.94		1.8		24.6		0.0		0.0		991.8		328.8		11,459.5		7,778.1
12-31-2026		13		12.94		1.5		21.0		0.0		0.0		880.8		242.2		11,701.7		7,850.8
12-31-2027		11		10.95		1.1		17.3		0.0		0.0		764.5		170.4		11,872.1		7,897.3
SUBTOTAL						52.9		710.1		0.0		0.0		26,232.5		11,872.1		11,872.1		7,897.3
REMAINING						0.0		0.0		0.0		0.0		0.0		0.0		11,872.1		7,897.3
TOTAL OF 14.2 YRS						52.9		710.1		0.0		0.0		26,232.5		11,872.1		11,872.1		7,897.3

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 2

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROVED DEVELOPED PRODUCING RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE COMPLTNS				GROSS ULTIMATE				WORKING INTEREST				REVENUE INTEREST				OIL/COND $/BBL				NGL $/BBL				GAS $/MCF			GROSS OPERATING
LEASE						OIL/COND		GAS																					EXPENSE M$/M				LIFE
NUMBER	LEASE NAME	OIL		GAS		BBL		MCF		START		END		START		END		START		END		START		END		START		END	START		END		YRS
CALIFORNIA
ORCUTT FIELD, SANTA BARBARA COUNTY
000104	59 SI		0		0		1,716		139		100.000		100.000		91.129		91.129		0.000		0.000		0.000		0.000		0.000	0.000		0.0		0.0		0.0
000031	1312		1		0		30,324		14,463		100.000		100.000		91.129		91.129		102.880		102.880		0.000		0.000		0.000	0.000		5.2		4.0		14.2
000045	1514		1		0		22,410		7,323		99.250		99.250		90.790		90.790		102.880		102.880		0.000		0.000		0.000	0.000		10.5		5.0		6.8
000046	1515		1		0		37,815		14,213		99.250		99.250		90.790		90.790		102.880		102.880		0.000		0.000		0.000	0.000		11.5		6.0		14.2
000047	1516		1		0		32,439		11,884		99.250		99.250		90.790		90.790		102.880		102.880		0.000		0.000		0.000	0.000		8.7		5.7		14.2
000048	1517		1		0		24,840		10,700		99.250		99.250		90.790		90.790		102.880		102.880		0.000		0.000		0.000	0.000		9.9		5.5		13.0
000049	1615		1		0		39,321		15,597		99.250		99.250		90.790		90.790		102.880		102.880		0.000		0.000		0.000	0.000		9.2		5.9		14.2
000050	1616		1		0		41,258		18,731		99.250		99.250		90.790		90.790		102.880		102.880		0.000		0.000		0.000	0.000		11.1		6.6		14.2
000051	1617		1		0		30,185		13,178		99.250		99.250		90.790		90.790		102.880		102.880		0.000		0.000		0.000	0.000		10.5		5.7		14.2
000052	1714		1		0		42,045		16,034		99.250		99.250		90.790		90.790		102.880		102.880		0.000		0.000		0.000	0.000		11.7		6.4		14.2
000032	1715		1		0		29,543		11,238		100.000		100.000		91.129		91.129		102.880		102.880		0.000		0.000		0.000	0.000		8.6		5.5		11.8
000033	1716		1		0		15,559		7,970		100.000		100.000		91.129		91.129		102.880		102.880		0.000		0.000		0.000	0.000		8.6		6.6		5.4
000053	1717		1		0		11,945		5,968		99.250		99.250		90.790		90.790		102.880		102.880		0.000		0.000		0.000	0.000		8.9		6.2		7.6
000034	1814		1		0		54,760		25,971		100.000		100.000		91.129		91.129		102.880		102.880		0.000		0.000		0.000	0.000		11.8		6.6		14.2
000037	1815		1		0		32,904		12,170		100.000		100.000		91.129		91.129		102.880		102.880		0.000		0.000		0.000	0.000		9.9		6.0		10.1
000038	1816		1		0		22,216		14,017		100.000		100.000		91.129		91.129		102.880		102.880		0.000		0.000		0.000	0.000		9.0		5.8		9.3
000039	1817		1		0		23,847		12,211		100.000		100.000		91.129		91.129		102.880		102.880		0.000		0.000		0.000	0.000		9.2		5.8		9.6
000055	1914		1		0		31,034		14,359		99.250		99.250		90.790		90.790		102.880		102.880		0.000		0.000		0.000	0.000		11.8		5.7		14.2
000040	1915		1		0		37,871		16,262		100.000		100.000		91.129		91.129		102.880		102.880		0.000		0.000		0.000	0.000		11.7		5.7		14.2
000041	1916		1		0		33,220		18,189		100.000		100.000		91.129		91.129		102.880		102.880		0.000		0.000		0.000	0.000		9.2		5.5		12.7
000042	1917		1		0		18,609		9,934		100.000		100.000		91.129		91.129		102.880		102.880		0.000		0.000		0.000	0.000		7.8		5.4		10.1
000099	2014X SI		0		0		8,477		7,946		100.000		100.000		91.129		91.129		0.000		0.000		0.000		0.000		0.000	0.000		0.0		0.0		0.0
000023	2624 SI		0		0		1,513		681		100.000		100.000		91.129		91.129		0.000		0.000		0.000		0.000		0.000	0.000		0.0		0.0		0.0
000101	2716X SI		0		0		4,126		12,745		100.000		100.000		91.129		91.129		0.000		0.000		0.000		0.000		0.000	0.000		0.0		0.0		0.0
000102	3024 SI		0		0		2,796		1,317		100.000		100.000		91.129		91.129		0.000		0.000		0.000		0.000		0.000	0.000		0.0		0.0		0.0
000043	3318 SI		0		0		1,930		4,310		100.000		100.000		91.129		91.129		0.000		0.000		0.000		0.000		0.000	0.000		0.0		0.0		0.0
000103	3823 SI		0		0		641		356		100.000		100.000		91.129		91.129		0.000		0.000		0.000		0.000		0.000	0.000		0.0		0.0		0.0
000056	B-2		1		0		47,722		19,390		100.000		100.000		88.367		88.367		102.880		102.880		0.000		0.000		0.000	0.000		6.2		4.2		14.2
010001	FIXED EXP DIAT PDP		0		0		0		0		100.000		100.000		91.129		91.129		0.000		0.000		0.000		0.000		0.000	0.000		66.1		0.6		14.2
FIELD TOTAL			21		0		681,066		317,296
TOTAL CALIFORNIA			21		0		681,066		317,296
TOTAL ALL LEASES			21		0		681,066		317,296

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 3

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROVED DEVELOPED PRODUCING RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL		NET CAP		ABDNMNT		OPERATING		NET		CUM P.W.
LEASE		OIL		NGL		GAS		OIL		NGL		GAS		OIL		NGL		GAS		TAXES		COST		COST		EXPENSE		REVENUE		10.000%
NUMBER	LEASE NAME	BBL		BBL		MCF		BBL		BBL		MCF		M$		M$		M$		M$		M$		M$		M$		M$		M$
CALIFORNIA
ORCUTT FIELD, SANTA BARBARA COUNTY
000104	59 SI		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000031	1312		19,005		0		8,552		17,319		0		0		1,781.9		0.0		0.0		34.9		0.0		0.0		757.1		989.9		669.9
000045	1514		11,949		0		5,377		10,849		0		0		1,116.2		0.0		0.0		21.9		0.0		0.0		567.1		527.2		445.1
000046	1515		26,606		0		11,973		24,156		0		0		2,485.1		0.0		0.0		48.8		0.0		0.0		1,397.1		1,039.2		708.6
000047	1516		23,264		0		10,469		21,122		0		0		2,173.1		0.0		0.0		42.7		0.0		0.0		1,173.1		957.3		665.2
000048	1517		18,216		0		8,197		16,539		0		0		1,701.5		0.0		0.0		33.4		0.0		0.0		1,129.8		538.3		387.0
000049	1615		25,590		0		11,516		23,234		0		0		2,390.2		0.0		0.0		46.9		0.0		0.0		1,230.8		1,112.5		764.4
000050	1616		33,258		0		14,967		30,195		0		0		3,106.4		0.0		0.0		61.1		0.0		0.0		1,440.7		1,604.6		1,078.3
000051	1617		22,985		0		10,343		20,868		0		0		2,146.7		0.0		0.0		42.1		0.0		0.0		1,287.8		816.8		567.3
000052	1714		30,243		0		13,609		27,458		0		0		2,825.0		0.0		0.0		55.4		0.0		0.0		1,445.3		1,324.3		893.6
000032	1715		15,516		0		6,982		14,139		0		0		1,454.6		0.0		0.0		28.4		0.0		0.0		968.1		458.1		336.9
000033	1716		6,059		0		2,727		5,522		0		0		568.1		0.0		0.0		11.1		0.0		0.0		487.5		69.5		59.4
000053	1717		8,891		0		4,001		8,072		0		0		830.5		0.0		0.0		16.2		0.0		0.0		666.9		147.4		118.8
000034	1814		32,569		0		14,656		29,681		0		0		3,053.7		0.0		0.0		60.3		0.0		0.0		1,487.1		1,506.3		1,012.3
000037	1815		13,170		0		5,926		12,001		0		0		1,234.5		0.0		0.0		24.2		0.0		0.0		926.4		283.9		216.7
000038	1816		11,254		0		5,065		10,256		0		0		1,055.1		0.0		0.0		20.6		0.0		0.0		800.8		233.7		181.4
000039	1817		11,888		0		5,349		10,833		0		0		1,114.7		0.0		0.0		21.8		0.0		0.0		838.0		254.9		196.3
000055	1914		23,756		0		10,691		21,568		0		0		2,218.8		0.0		0.0		43.6		0.0		0.0		1,379.8		795.4		547.9
000040	1915		22,330		0		10,048		20,350		0		0		2,093.7		0.0		0.0		41.2		0.0		0.0		1,376.9		675.6		472.6
000041	1916		17,663		0		7,948		16,096		0		0		1,655.8		0.0		0.0		32.6		0.0		0.0		1,073.2		550.0		397.6
000042	1917		11,865		0		5,340		10,813		0		0		1,112.4		0.0		0.0		21.8		0.0		0.0		781.8		308.8		235.7
000099	2014X SI		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000023	2624 SI		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000101	2716X SI		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000102	3024 SI		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000043	3318 SI		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000103	3823 SI		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000056	B-2		30,243		0		13,609		26,725		0		0		2,749.6		0.0		0.0		54.0		0.0		0.0		850.9		1,844.7		1,207.7
010001	FIXED EXP DIAT PDP		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		4,166.3		-4,166.3		-3,265.4
FIELD TOTAL			416,320		0		187,345		377,796		0		0		38,867.6		0.0		0.0		763.0		0.0		0.0		26,232.5		11,872.1		7,897.3
TOTAL CALIFORNIA			416,320		0		187,345		377,796		0		0		38,867.6		0.0		0.0		763.0		0.0		0.0		26,232.5		11,872.1		7,897.3
TOTAL ALL LEASES			416,320		0		187,345		377,796		0		0		38,867.6		0.0		0.0		763.0		0.0		0.0		26,232.5		11,872.1		7,897.3

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 4

PROVED DEVELOPED NON-PRODUCING RESERVES

	SUMMARY PROJECTION OF RESERVES AND REVENUE
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROVED DEVELOPED NON-PRODUCING RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

PERIOD ENDING M-D-Y	GROSS RESERVES						NET RESERVES						AVERAGE PRICES						GROSS REVENUE
	OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL $/BBL		NGL $/BBL		GAS $/MCF		OIL M$		NGL M$		GAS M$		TOTAL M$
12-31-2013		348		0		156		318		0		0		102.880		0.000		0.000		32.6		0.0		0.0		32.6
12-31-2014		3,900		0		1,756		3,554		0		0		102.880		0.000		0.000		365.8		0.0		0.0		365.8
12-31-2015		8,580		0		3,860		7,802		0		0		102.880		0.000		0.000		802.8		0.0		0.0		802.8
12-31-2016		34,510		0		15,530		31,385		0		0		102.880		0.000		0.000		3,228.8		0.0		0.0		3,228.8
12-31-2017		31,771		0		14,296		28,896		0		0		102.880		0.000		0.000		2,972.7		0.0		0.0		2,972.7
12-31-2018		27,960		0		12,579		25,428		0		0		102.880		0.000		0.000		2,616.4		0.0		0.0		2,616.4
12-31-2019		24,603		0		11,074		22,378		0		0		102.880		0.000		0.000		2,302.2		0.0		0.0		2,302.2
12-31-2020		21,655		0		9,743		19,696		0		0		102.880		0.000		0.000		2,025.8		0.0		0.0		2,025.8
12-31-2021		19,052		0		8,573		17,331		0		0		102.880		0.000		0.000		1,782.5		0.0		0.0		1,782.5
12-31-2022		16,765		0		7,547		15,247		0		0		102.880		0.000		0.000		1,568.8		0.0		0.0		1,568.8
12-31-2023		14,249		0		6,410		12,958		0		0		102.880		0.000		0.000		1,333.1		0.0		0.0		1,333.1
12-31-2024		12,389		0		5,574		11,266		0		0		102.880		0.000		0.000		1,159.2		0.0		0.0		1,159.2
12-31-2025		8,063		0		3,623		7,330		0		0		102.880		0.000		0.000		753.3		0.0		0.0		753.3
12-31-2026		5,626		0		2,534		5,113		0		0		102.880		0.000		0.000		525.8		0.0		0.0		525.8
12-31-2027		4,256		0		1,921		3,865		0		0		102.880		0.000		0.000		397.5		0.0		0.0		397.5
SUBTOTAL		233,727		0		105,176		212,567		0		0		102.880		0.000		0.000		21,867.3		0.0		0.0		21,867.3
REMAINING		0		0		0		0		0		0		0.000		0.000		0.000		0.0		0.0		0.0		0.0
TOTAL		233,727		0		105,176		212,567		0		0		102.880		0.000		0.000		21,867.3		0.0		0.0		21,867.3
CUM PROD		0				0
ULTIMATE		233,727				105,176

					NET DEDUCTIONS/EXPENDITURES										FUTURE NET REVENUE
PERIOD ENDING M-D-Y	NUMBER OF				TAXES				CAPITAL COST		ABDNMNT COST		OPERATING EXPENSE		UNDISCOUNTED				DISC AT 10.000%		PRESENT WORTH PROFILE
	ACTIVE COMPLETIONS				PRODUCTION		AD VALOREM								PERIOD		CUM		CUM		DISC RATE		CUM PW
	GROSS		NET		M$		M$		M$		M$		M$		M$		M$		M$		%		M$
12-31-2013		0		0.00		0.0		0.6		70.0		0.0		8.2		-46.2		-46.2		-46.4		8.000		9,152.1
12-31-2014		0		0.00		0.4		6.6		0.0		0.0		93.2		265.6		219.4		202.8		12.000		7,551.9
12-31-2015		0		0.00		1.0		14.8		417.0		0.0		204.6		165.4		384.8		342.4		15.000		6,605.1
12-31-2016		0		0.00		4.0		59.0		175.0		0.0		822.3		2,168.5		2,553.3		2,018.2		20.000		5,376.2
12-31-2017		0		0.00		3.8		54.3		0.0		0.0		758.4		2,156.2		4,709.5		3,540.8		25.000		4,455.4
12-31-2018		0		0.00		3.6		47.9		0.0		0.0		672.0		1,892.9		6,602.4		4,755.9		30.000		3,753.1
12-31-2019		1		1.00		3.6		42.2		0.0		0.0		630.1		1,626.3		8,228.7		5,705.3		35.000		3,203.8
12-31-2020		2		1.99		2.6		37.1		0.0		0.0		593.2		1,392.9		9,621.6		6,444.7		40.000		2,764.9
12-31-2021		3		2.99		1.9		32.6		0.0		0.0		583.1		1,164.9		10,786.5		7,006.4		45.000		2,411.7
12-31-2022		3		2.99		1.9		28.6		0.0		0.0		549.1		989.2		11,775.7		7,440.1		50.000		2,122.9
12-31-2023		7		6.99		1.8		24.3		0.0		0.0		524.8		782.2		12,557.9		7,752.2
12-31-2024		6		5.99		1.8		21.2		0.0		0.0		569.4		566.8		13,124.7		7,957.8
12-31-2025		5		4.99		1.1		13.8		0.0		0.0		273.8		464.6		13,589.3		8,111.2
12-31-2026		0		0.00		1.0		9.7		0.0		0.0		148.2		366.9		13,956.2		8,221.5
12-31-2027		0		0.00		0.9		7.2		0.0		0.0		113.7		275.7		14,231.9		8,296.9
SUBTOTAL						29.4		399.9		662.0		0.0		6,544.1		14,231.9		14,231.9		8,296.9
REMAINING						0.0		0.0		0.0		0.0		0.0		0.0		14,231.9		8,296.9
TOTAL OF 14.2 YRS						29.4		399.9		662.0		0.0		6,544.1		14,231.9		14,231.9		8,296.9

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 5

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROVED DEVELOPED NON-PRODUCING RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

LEASE NUMBER	LEASE NAME	ACTIVE COMPLTNS				GROSS ULTIMATE				WORKING INTEREST				REVENUE INTEREST				OIL/COND $/BBL				NGL $/BBL				GAS $/MCF				GROSS OPERATING EXPENSE M$/M				LIFE YRS
						OIL/COND BBL		GAS MCF
		OIL		GAS						START		END		START		END		START		END		START		END		START		END		START		END
CALIFORNIA
ORCUTT FIELD, SANTA BARBARA COUNTY
200045	1514 AP		1		0		11,446		5,150		99.250		99.250		90.790		90.790		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		11.4
200046	1515 AP		0		0		12,922		5,815		99.250		99.250		90.790		90.790		0.000		102.880		0.000		0.000		0.000		0.000		0.0		1.0		14.2
200047	1516 AP		0		0		12,959		5,832		99.250		99.250		90.790		90.790		0.000		102.880		0.000		0.000		0.000		0.000		0.0		1.0		14.2
200048	1517 AP		0		0		12,402		5,581		99.250		99.250		90.790		90.790		0.000		102.880		0.000		0.000		0.000		0.000		0.0		1.1		13.0
200049	1615 AP		0		0		12,996		5,848		99.250		99.250		90.790		90.790		0.000		102.880		0.000		0.000		0.000		0.000		0.0		1.0		14.2
200050	1616 AP		0		0		12,996		5,848		99.250		99.250		90.790		90.790		0.000		102.880		0.000		0.000		0.000		0.000		0.0		1.0		14.2
200051	1617 AP		0		0		13,032		5,865		99.250		99.250		90.790		90.790		0.000		102.880		0.000		0.000		0.000		0.000		0.0		1.0		14.2
200052	1714 AP		0		0		13,032		5,865		99.250		99.250		90.790		90.790		0.000		102.880		0.000		0.000		0.000		0.000		0.0		1.0		14.2
200032	1715 AP		0		0		12,770		5,746		100.000		100.000		91.129		91.129		0.000		102.880		0.000		0.000		0.000		0.000		0.0		1.1		11.8
200033	1716 AP		1		0		11,392		5,126		100.000		100.000		91.129		91.129		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		11.4
200053	1717 AP		1		0		11,446		5,150		99.250		99.250		90.790		90.790		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		11.1
200034	1814 AP		0		0		12,847		5,781		100.000		100.000		91.129		91.129		0.000		102.880		0.000		0.000		0.000		0.000		0.0		1.0		14.2
200037	1815 AP		1		0		11,392		5,126		100.000		100.000		91.129		91.129		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		11.5
200038	1816 AP		1		0		11,392		5,126		100.000		100.000		91.129		91.129		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		9.3
200039	1817 AP		1		0		11,392		5,126		100.000		100.000		91.129		91.129		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		11.6
200055	1914 AP		0		0		13,068		5,881		99.250		99.250		90.790		90.790		0.000		102.880		0.000		0.000		0.000		0.000		0.0		1.0		14.2
200040	1915 AP		0		0		12,808		5,764		100.000		100.000		91.129		91.129		0.000		102.880		0.000		0.000		0.000		0.000		0.0		1.0		14.2
200041	1916 AP		0		0		12,043		5,420		100.000		100.000		91.129		91.129		0.000		102.880		0.000		0.000		0.000		0.000		0.0		1.2		12.7
200042	1917 AP		1		0		11,392		5,126		100.000		100.000		91.129		91.129		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		11.4
FIELD TOTAL			7		0		233,727		105,176
TOTAL CALIFORNIA			7		0		233,727		105,176
TOTAL ALL LEASES			7		0		233,727		105,176

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 6

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROVED DEVELOPED NON-PRODUCING RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

LEASE NUMBER	LEASE NAME	GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL TAXES M$		NET CAP COST M$		ABDNMNT COST M$		OPERATING EXPENSE M$		NET REVENUE M$		CUM P.W. 10.000% M$
		OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL M$		NGL M$		GAS M$
CALIFORNIA
ORCUTT FIELD, SANTA BARBARA COUNTY
200045	1514 AP		11,446		0		5,150		10,391		0		0		1,069.2		0.0		0.0		20.9		34.7		0.0		474.8		538.8		343.2
200046	1515 AP		12,922		0		5,815		11,732		0		0		1,207.1		0.0		0.0		23.7		34.7		0.0		317.7		831.0		455.0
200047	1516 AP		12,959		0		5,832		11,766		0		0		1,210.3		0.0		0.0		23.6		34.7		0.0		318.5		833.5		459.6
200048	1517 AP		12,402		0		5,581		11,259		0		0		1,158.2		0.0		0.0		22.6		34.7		0.0		303.7		797.2		449.6
200049	1615 AP		12,996		0		5,848		11,799		0		0		1,213.7		0.0		0.0		23.9		34.7		0.0		319.7		835.4		463.8
200050	1616 AP		12,996		0		5,848		11,799		0		0		1,213.7		0.0		0.0		23.9		34.7		0.0		319.7		835.4		463.8
200051	1617 AP		13,032		0		5,865		11,832		0		0		1,217.0		0.0		0.0		23.9		34.7		0.0		320.5		837.9		468.1
200052	1714 AP		13,032		0		5,865		11,832		0		0		1,217.0		0.0		0.0		23.9		34.7		0.0		320.5		837.9		468.1
200032	1715 AP		12,770		0		5,746		11,637		0		0		1,197.2		0.0		0.0		23.5		35.0		0.0		315.5		823.2		548.8
200033	1716 AP		11,392		0		5,126		10,382		0		0		1,067.8		0.0		0.0		21.1		35.0		0.0		533.2		478.5		307.5
200053	1717 AP		11,446		0		5,150		10,391		0		0		1,069.1		0.0		0.0		21.1		34.7		0.0		425.8		587.5		379.5
200034	1814 AP		12,847		0		5,781		11,707		0		0		1,204.4		0.0		0.0		23.6		35.0		0.0		317.7		828.1		447.9
200037	1815 AP		11,392		0		5,126		10,382		0		0		1,068.1		0.0		0.0		20.8		35.0		0.0		339.1		673.2		398.0
200038	1816 AP		11,392		0		5,126		10,382		0		0		1,068.1		0.0		0.0		20.9		35.0		0.0		282.6		729.6		514.1
200039	1817 AP		11,392		0		5,126		10,382		0		0		1,068.0		0.0		0.0		20.9		35.0		0.0		364.1		648.0		385.2
200055	1914 AP		13,068		0		5,881		11,865		0		0		1,220.7		0.0		0.0		24.1		34.7		0.0		321.8		840.1		472.4
200040	1915 AP		12,808		0		5,764		11,672		0		0		1,200.9		0.0		0.0		23.6		35.0		0.0		317.0		825.3		443.5
200041	1916 AP		12,043		0		5,420		10,975		0		0		1,129.0		0.0		0.0		22.2		35.0		0.0		296.4		775.4		426.1
200042	1917 AP		11,392		0		5,126		10,382		0		0		1,067.8		0.0		0.0		21.1		35.0		0.0		335.8		675.9		402.7
FIELD TOTAL			233,727		0		105,176		212,567		0		0		21,867.3		0.0		0.0		429.3		662.0		0.0		6,544.1		14,231.9		8,296.9
TOTAL CALIFORNIA			233,727		0		105,176		212,567		0		0		21,867.3		0.0		0.0		429.3		662.0		0.0		6,544.1		14,231.9		8,296.9
TOTAL ALL LEASES			233,727		0		105,176		212,567		0		0		21,867.3		0.0		0.0		429.3		662.0		0.0		6,544.1		14,231.9		8,296.9

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 7

PROVED UNDEVELOPED RESERVES

SUMMARY PROJECTION OF RESERVES AND REVENUE
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROVED UNDEVELOPED RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

PERIOD ENDING M-D-Y	GROSS RESERVES						NET RESERVES						AVERAGE PRICES						GROSS REVENUE
	OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL $/BBL		NGL $/BBL		GAS $/MCF		OIL M$		NGL M$		GAS M$		TOTAL M$
12-31-2013		0		0		0		0		0		0		0.000		0.000		0.000		0.0		0.0		0.0		0.0
12-31-2014		2,427		0		1,092		2,212		0		0		102.880		0.000		0.000		227.6		0.0		0.0		227.6
12-31-2015		267,287		0		120,261		243,599		0		0		102.880		0.000		0.000		25,064.9		0.0		0.0		25,064.9
12-31-2016		832,483		0		374,619		758,666		0		0		102.880		0.000		0.000		78,052.8		0.0		0.0		78,052.8
12-31-2017		1,113,081		0		500,885		1,008,856		0		0		102.880		0.000		0.000		103,786.4		0.0		0.0		103,786.4
12-31-2018		1,875,523		0		844,043		1,677,453		0		0		102.880		0.000		0.000		172,570.9		0.0		0.0		172,570.9
12-31-2019		1,734,943		0		780,698		1,521,132		0		0		102.880		0.000		0.000		156,495.1		0.0		0.0		156,495.1
12-31-2020		1,596,056		0		718,261		1,382,174		0		0		102.880		0.000		0.000		142,194.9		0.0		0.0		142,194.9
12-31-2021		1,468,376		0		660,842		1,271,580		0		0		102.880		0.000		0.000		130,820.1		0.0		0.0		130,820.1
12-31-2022		1,350,162		0		607,578		1,169,149		0		0		102.880		0.000		0.000		120,279.2		0.0		0.0		120,279.2
12-31-2023		1,192,086		0		536,477		1,031,130		0		0		102.880		0.000		0.000		106,083.3		0.0		0.0		106,083.3
12-31-2024		1,025,225		0		461,312		884,424		0		0		102.880		0.000		0.000		90,994.8		0.0		0.0		90,994.8
12-31-2025		823,694		0		370,651		710,594		0		0		102.880		0.000		0.000		73,104.6		0.0		0.0		73,104.6
12-31-2026		618,043		0		278,066		533,170		0		0		102.880		0.000		0.000		54,854.8		0.0		0.0		54,854.8
12-31-2027		463,548		0		208,513		399,912		0		0		102.880		0.000		0.000		41,138.8		0.0		0.0		41,138.8
SUBTOTAL		14,362,934		0		6,463,298		12,594,051		0		0		102.880		0.000		0.000		1,295,668.2		0.0		0.0		1,295,668.2
REMAINING		749,826		0		337,478		646,735		0		0		102.880		0.000		0.000		66,540.9		0.0		0.0		66,540.9
TOTAL		15,112,760		0		6,800,776		13,240,786		0		0		102.880		0.000		0.000		1,362,209.1		0.0		0.0		1,362,209.1
CUM PROD		0				0
ULTIMATE		15,112,760				6,800,776

					NET DEDUCTIONS/EXPENDITURES										FUTURE NET REVENUE
PERIOD ENDING M-D-Y	NUMBER OF ACTIVE COMPLETIONS				TAXES				CAPITAL COST M$		ABDNMNT COST M$		OPERATING EXPENSE M$		UNDISCOUNTED				DISC AT 10.000%		PRESENT WORTH PROFILE
					PRODUCTION M$		AD VALOREM M$								PERIOD M$		CUM M$		CUM M$		DISC RATE %		CUM PW M$
	GROSS		NET
12-31-2013		0		0.00		0.0		0.0		703.0		0.0		0.0		-703.0		-703.0		-695.8		8.000		298,358.3
12-31-2014		1		1.00		0.3		4.2		77,812.2		0.0		76.3		-77,665.4		-78,368.4		-72,449.4		12.000		211,301.9
12-31-2015		111		111.00		32.9		461.7		39,935.2		0.0		8,403.5		-23,768.4		-102,136.8		-93,765.0		15.000		162,434.4
12-31-2016		111		111.00		110.9		1,430.8		35,826.0		0.0		22,410.6		18,274.5		-83,862.3		-79,400.2		20.000		102,574.8
12-31-2017		268		267.17		145.2		1,896.8		73,972.7		0.0		31,909.0		-4,137.3		-87,999.6		-83,299.2		25.000		61,240.3
12-31-2018		268		263.00		240.8		3,152.5		0.0		0.0		50,612.0		118,565.6		30,566.0		-7,243.4		30.000		32,190.2
12-31-2019		268		258.49		213.6		2,859.3		0.0		0.0		47,831.0		105,591.2		136,157.2		54,367.7		35.000		11,367.1
12-31-2020		268		255.86		203.2		2,595.7		1,718.2		0.0		44,976.2		92,701.6		228,858.8		103,549.3		40.000		-3,705.5
12-31-2021		268		255.86		176.5		2,384.8		1,718.2		0.0		42,824.2		83,716.4		312,575.2		143,890.2		45.000		-14,788.1
12-31-2022		268		255.86		171.0		2,197.2		0.0		0.0		40,789.7		77,121.3		389,696.5		177,697.1		50.000		-22,950.7
12-31-2023		268		255.57		149.6		1,942.7		4,202.0		0.0		37,728.0		62,061.0		451,757.5		202,437.2
12-31-2024		268		254.86		122.1		1,658.3		0.0		0.0		34,323.0		54,891.4		506,648.9		222,323.2
12-31-2025		268		254.86		106.3		1,336.2		0.0		0.0		30,146.7		41,515.4		548,164.3		236,026.7
12-31-2026		268		254.86		74.2		996.1		0.0		0.0		25,734.1		28,050.4		576,214.7		244,445.2
12-31-2027		268		254.86		52.8		752.0		0.0		0.0		22,374.5		17,959.5		594,174.2		249,342.0
SUBTOTAL						1,799.4		23,668.3		235,887.5		0.0		440,138.8		594,174.2		594,174.2		249,342.0
REMAINING						97.9		1,214.5		0.0		12,740.7		48,095.1		4,392.7		598,566.9		251,201.4
TOTAL OF 18.4 YRS						1,897.3		24,882.8		235,887.5		12,740.7		488,233.9		598,566.9		598,566.9		251,201.4

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 8

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROVED UNDEVELOPED RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

LEASE NUMBER	LEASE NAME	ACTIVE COMPLTNS				GROSS ULTIMATE				WORKING INTEREST				REVENUE INTEREST				OIL/COND $/BBL				NGL $/BBL				GAS $/MCF				GROSS OPERATING EXPENSE M$/M				LIFE YRS
						OIL/COND BBL		GAS MCF
		OIL		GAS						START		END		START		END		START		END		START		END		START		END		START		END
CALIFORNIA
ORCUTT FIELD, SANTA BARBARA COUNTY
400001	110 WELL 001		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400002	110 WELL 002		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400003	110 WELL 003		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400004	110 WELL 004		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400005	110 WELL 005		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400006	110 WELL 006		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400007	110 WELL 007		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400008	110 WELL 008		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400009	110 WELL 009		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400010	110 WELL 010		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400011	110 WELL 011		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400012	110 WELL 012		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400013	110 WELL 013		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400014	110 WELL 014		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400015	110 WELL 015		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400016	110 WELL 016		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400017	110 WELL 017		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400018	110 WELL 018		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400019	110 WELL 019		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400020	110 WELL 020		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400021	110 WELL 021		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400022	110 WELL 022		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400023	110 WELL 023		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400024	110 WELL 024		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400025	110 WELL 025		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400026	110 WELL 026		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400027	110 WELL 027		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400028	110 WELL 028		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400029	110 WELL 029		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400030	110 WELL 030		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400031	110 WELL 031		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400032	110 WELL 032		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400033	110 WELL 033		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400034	110 WELL 034		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400035	110 WELL 035		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400036	110 WELL 036		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400037	110 WELL 037		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400038	110 WELL 038		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400039	110 WELL 039		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400040	110 WELL 040		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400041	110 WELL 041		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400042	110 WELL 042		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 9

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROVED UNDEVELOPED RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

LEASE NUMBER	LEASE NAME	GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL TAXES M$		NET CAP COST M$		ABDNMNT COST M$		OPERATING EXPENSE M$		NET REVENUE M$		CUM P.W. 10.000% M$
		OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL M$		NGL M$		GAS M$
CALIFORNIA
ORCUTT FIELD, SANTA BARBARA COUNTY
400001	110 WELL 001		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,454.1
400002	110 WELL 002		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,454.1
400003	110 WELL 003		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,454.1
400004	110 WELL 004		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,454.1
400005	110 WELL 005		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,454.1
400006	110 WELL 006		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,454.1
400007	110 WELL 007		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,454.1
400008	110 WELL 008		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,454.1
400009	110 WELL 009		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,454.1
400010	110 WELL 010		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,460.4
400011	110 WELL 011		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,460.4
400012	110 WELL 012		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,460.4
400013	110 WELL 013		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,460.4
400014	110 WELL 014		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,460.4
400015	110 WELL 015		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,460.4
400016	110 WELL 016		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,460.4
400017	110 WELL 017		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,460.4
400018	110 WELL 018		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,460.4
400019	110 WELL 019		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,463.5
400020	110 WELL 020		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,463.5
400021	110 WELL 021		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,463.5
400022	110 WELL 022		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,463.5
400023	110 WELL 023		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,463.5
400024	110 WELL 024		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,463.5
400025	110 WELL 025		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,463.5
400026	110 WELL 026		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,463.5
400027	110 WELL 027		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,463.5
400028	110 WELL 028		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,463.5
400029	110 WELL 029		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,463.5
400030	110 WELL 030		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,463.5
400031	110 WELL 031		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,463.5
400032	110 WELL 032		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,463.5
400033	110 WELL 033		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,463.5
400034	110 WELL 034		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,463.5
400035	110 WELL 035		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,463.5
400036	110 WELL 036		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,463.5
400037	110 WELL 037		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,469.6
400038	110 WELL 038		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,469.6
400039	110 WELL 039		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,469.6
400040	110 WELL 040		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,469.6
400041	110 WELL 041		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,469.6
400042	110 WELL 042		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,469.6

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 10

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROVED UNDEVELOPED RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

LEASE NUMBER	LEASE NAME	ACTIVE COMPLTNS				GROSS ULTIMATE				WORKING INTEREST				REVENUE INTEREST				OIL/COND $/BBL				NGL $/BBL				GAS $/MCF				GROSS OPERATING EXPENSE M$/M				LIFE YRS
						OIL/COND BBL		GAS MCF
		OIL		GAS						START		END		START		END		START		END		START		END		START		END		START		END
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
400043	110 WELL 043		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400044	110 WELL 044		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400045	110 WELL 045		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400046	110 WELL 046		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400047	110 WELL 047		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400048	110 WELL 048		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400049	110 WELL 049		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400050	110 WELL 050		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400051	110 WELL 051		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400052	110 WELL 052		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400053	110 WELL 053		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400054	110 WELL 054		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400055	110 WELL 055		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400056	110 WELL 056		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400057	110 WELL 057		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400058	110 WELL 058		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400059	110 WELL 059		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400060	110 WELL 060		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400061	110 WELL 061		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400062	110 WELL 062		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400063	110 WELL 063		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400064	110 WELL 064		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400065	110 WELL 065		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400066	110 WELL 066		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400067	110 WELL 067		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400068	110 WELL 068		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400069	110 WELL 069		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400070	110 WELL 070		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400071	110 WELL 071		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400072	110 WELL 072		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400073	110 WELL 073		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400074	110 WELL 074		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400075	110 WELL 075		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400076	110 WELL 076		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400077	110 WELL 077		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400078	110 WELL 078		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400079	110 WELL 079		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400080	110 WELL 080		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400081	110 WELL 081		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400082	110 WELL 082		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400083	110 WELL 083		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400084	110 WELL 084		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 11

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROVED UNDEVELOPED RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

LEASE NUMBER	LEASE NAME	GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL TAXES M$		NET CAP COST M$		ABDNMNT COST M$		OPERATING EXPENSE M$		NET REVENUE M$		CUM P.W. 10.000% M$
		OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL M$		NGL M$		GAS M$
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
400043	110 WELL 043		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,469.6
400044	110 WELL 044		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,469.6
400045	110 WELL 045		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,469.6
400046	110 WELL 046		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,472.7
400047	110 WELL 047		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,472.7
400048	110 WELL 048		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,472.7
400049	110 WELL 049		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,472.7
400050	110 WELL 050		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,472.7
400051	110 WELL 051		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,472.7
400052	110 WELL 052		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,472.7
400053	110 WELL 053		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,472.7
400054	110 WELL 054		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,472.7
400055	110 WELL 055		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,472.7
400056	110 WELL 056		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,472.7
400057	110 WELL 057		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,472.7
400058	110 WELL 058		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,472.7
400059	110 WELL 059		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,472.7
400060	110 WELL 060		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,472.7
400061	110 WELL 061		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,472.7
400062	110 WELL 062		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,472.7
400063	110 WELL 063		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,472.7
400064	110 WELL 064		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,478.7
400065	110 WELL 065		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,478.7
400066	110 WELL 066		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,478.7
400067	110 WELL 067		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,478.7
400068	110 WELL 068		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,478.7
400069	110 WELL 069		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,478.7
400070	110 WELL 070		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,478.7
400071	110 WELL 071		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,478.7
400072	110 WELL 072		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,478.7
400073	110 WELL 073		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,481.7
400074	110 WELL 074		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,481.7
400075	110 WELL 075		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,481.7
400076	110 WELL 076		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,481.7
400077	110 WELL 077		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,481.7
400078	110 WELL 078		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,481.7
400079	110 WELL 079		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,481.7
400080	110 WELL 080		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,481.7
400081	110 WELL 081		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,481.7
400082	110 WELL 082		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,481.7
400083	110 WELL 083		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,481.7
400084	110 WELL 084		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,481.7

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 12

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROVED UNDEVELOPED RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

LEASE NUMBER	LEASE NAME	ACTIVE COMPLTNS				GROSS ULTIMATE				WORKING INTEREST				REVENUE INTEREST				OIL/COND $/BBL				NGL $/BBL				GAS $/MCF				GROSS OPERATING EXPENSE M$/M				LIFE YRS
						OIL/COND BBL		GAS MCF
		OIL		GAS						START		END		START		END		START		END		START		END		START		END		START		END
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
400085	110 WELL 085		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400086	110 WELL 086		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400087	110 WELL 087		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400088	110 WELL 088		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400089	110 WELL 089		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400090	110 WELL 090		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400091	110 WELL 091		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400092	110 WELL 092		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400093	110 WELL 093		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400094	110 WELL 094		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400095	110 WELL 095		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400096	110 WELL 096		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400097	110 WELL 097		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400098	110 WELL 098		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400099	110 WELL 099		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.7
400100	110 WELL 100		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.8
400101	110 WELL 101		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.8
400102	110 WELL 102		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.8
400103	110 WELL 103		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.8
400104	110 WELL 104		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.8
400105	110 WELL 105		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.8
400106	110 WELL 106		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.8
400107	110 WELL 107		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.8
400108	110 WELL 108		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.8
400109	110 WELL 109		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.8
400110	110 WELL 110		1		0		56,539		25,443		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		15.8
400119	2014X RD		1		0		56,539		25,443		100.000		100.000		91.129		91.129		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		14.8
500001	FBO LOC 001		1		0		56,429		25,393		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		17.4
500002	FBO LOC 002		1		0		56,429		25,393		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		17.4
500003	FBO LOC 003		1		0		56,429		25,393		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		17.4
500004	FBO LOC 004		1		0		56,429		25,393		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		17.4
500005	FBO LOC 005		1		0		56,429		25,393		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		17.4
500006	FBO LOC 006		1		0		56,429		25,393		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		17.4
500007	FBO LOC 007		1		0		56,429		25,393		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		17.4
500008	FBO LOC 008		1		0		56,429		25,393		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		17.4
500009	FBO LOC 009		1		0		56,429		25,393		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		17.4
500010	FBO LOC 010		1		0		56,429		25,393		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		17.4
500011	FBO LOC 011		1		0		56,429		25,393		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		17.4
500012	FBO LOC 012		1		0		56,429		25,393		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		17.4
500013	FBO LOC 013		1		0		56,429		25,393		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		17.4
500014	FBO LOC 014		1		0		56,429		25,393		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		17.4
500015	FBO LOC 015		1		0		56,429		25,393		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		17.4

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 13

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROVED UNDEVELOPED RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

LEASE NUMBER	LEASE NAME	GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL TAXES M$		NET CAP COST M$		ABDNMNT COST M$		OPERATING EXPENSE M$		NET REVENUE M$		CUM P.W. 10.000% M$
		OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL M$		NGL M$		GAS M$
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
400085	110 WELL 085		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,481.7
400086	110 WELL 086		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,481.7
400087	110 WELL 087		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,481.7
400088	110 WELL 088		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,481.7
400089	110 WELL 089		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,481.7
400090	110 WELL 090		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,481.7
400091	110 WELL 091		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,487.5
400092	110 WELL 092		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,487.5
400093	110 WELL 093		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,487.5
400094	110 WELL 094		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,487.5
400095	110 WELL 095		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,487.5
400096	110 WELL 096		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,487.5
400097	110 WELL 097		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,487.5
400098	110 WELL 098		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,487.5
400099	110 WELL 099		56,539		0		25,443		49,637		0		0		5,106.6		0.0		0.0		100.4		461.3		0.0		1,802.5		2,742.4		1,487.5
400100	110 WELL 100		56,539		0		25,443		49,611		0		0		5,103.9		0.0		0.0		100.3		461.3		0.0		1,802.3		2,740.0		1,474.4
400101	110 WELL 101		56,539		0		25,443		49,611		0		0		5,103.9		0.0		0.0		100.3		461.3		0.0		1,802.3		2,740.0		1,474.4
400102	110 WELL 102		56,539		0		25,443		49,611		0		0		5,103.9		0.0		0.0		100.3		461.3		0.0		1,802.3		2,740.0		1,474.4
400103	110 WELL 103		56,539		0		25,443		49,611		0		0		5,103.9		0.0		0.0		100.3		461.3		0.0		1,802.3		2,740.0		1,474.4
400104	110 WELL 104		56,539		0		25,443		49,611		0		0		5,103.9		0.0		0.0		100.3		461.3		0.0		1,802.3		2,740.0		1,474.4
400105	110 WELL 105		56,539		0		25,443		49,611		0		0		5,103.9		0.0		0.0		100.3		461.3		0.0		1,802.3		2,740.0		1,474.4
400106	110 WELL 106		56,539		0		25,443		49,611		0		0		5,103.9		0.0		0.0		100.3		461.3		0.0		1,802.3		2,740.0		1,474.4
400107	110 WELL 107		56,539		0		25,443		49,611		0		0		5,103.9		0.0		0.0		100.3		461.3		0.0		1,802.3		2,740.0		1,474.4
400108	110 WELL 108		56,539		0		25,443		49,611		0		0		5,103.9		0.0		0.0		100.3		461.3		0.0		1,802.3		2,740.0		1,474.4
400109	110 WELL 109		56,539		0		25,443		49,611		0		0		5,103.9		0.0		0.0		100.3		461.3		0.0		1,802.3		2,740.0		1,474.4
400110	110 WELL 110		56,539		0		25,443		49,611		0		0		5,103.9		0.0		0.0		100.3		461.3		0.0		1,802.3		2,740.0		1,474.4
400119	2014X RD		56,539		0		25,443		51,524		0		0		5,300.9		0.0		0.0		104.4		300.0		0.0		1,869.8		3,026.7		1,837.7
500001	FBO LOC 001		56,429		0		25,393		49,355		0		0		5,077.7		0.0		0.0		99.5		423.1		0.0		1,787.8		2,767.3		1,254.6
500002	FBO LOC 002		56,429		0		25,393		49,355		0		0		5,077.7		0.0		0.0		99.5		423.1		0.0		1,787.8		2,767.3		1,254.6
500003	FBO LOC 003		56,429		0		25,393		49,355		0		0		5,077.7		0.0		0.0		99.5		423.1		0.0		1,787.8		2,767.3		1,254.6
500004	FBO LOC 004		56,429		0		25,393		49,355		0		0		5,077.7		0.0		0.0		99.5		423.1		0.0		1,787.8		2,767.3		1,254.6
500005	FBO LOC 005		56,429		0		25,393		49,355		0		0		5,077.7		0.0		0.0		99.5		423.1		0.0		1,787.8		2,767.3		1,254.6
500006	FBO LOC 006		56,429		0		25,393		49,355		0		0		5,077.7		0.0		0.0		99.5		423.1		0.0		1,787.8		2,767.3		1,254.6
500007	FBO LOC 007		56,429		0		25,393		49,355		0		0		5,077.7		0.0		0.0		99.5		423.1		0.0		1,787.8		2,767.3		1,254.6
500008	FBO LOC 008		56,429		0		25,393		49,355		0		0		5,077.7		0.0		0.0		99.5		423.1		0.0		1,787.8		2,767.3		1,254.6
500009	FBO LOC 009		56,429		0		25,393		49,355		0		0		5,077.7		0.0		0.0		99.5		423.1		0.0		1,787.8		2,767.3		1,254.6
500010	FBO LOC 010		56,429		0		25,393		49,355		0		0		5,077.7		0.0		0.0		99.5		423.1		0.0		1,787.8		2,767.3		1,254.6
500011	FBO LOC 011		56,429		0		25,393		49,355		0		0		5,077.7		0.0		0.0		99.5		423.1		0.0		1,787.8		2,767.3		1,254.6
500012	FBO LOC 012		56,429		0		25,393		49,355		0		0		5,077.7		0.0		0.0		99.5		423.1		0.0		1,787.8		2,767.3		1,254.6
500013	FBO LOC 013		56,429		0		25,393		49,355		0		0		5,077.7		0.0		0.0		99.5		423.1		0.0		1,787.8		2,767.3		1,254.6
500014	FBO LOC 014		56,429		0		25,393		49,355		0		0		5,077.7		0.0		0.0		99.5		423.1		0.0		1,787.8		2,767.3		1,254.6
500015	FBO LOC 015		56,429		0		25,393		49,355		0		0		5,077.7		0.0		0.0		99.5		423.1		0.0		1,787.8		2,767.3		1,254.6

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 14

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROVED UNDEVELOPED RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

LEASE NUMBER	LEASE NAME	ACTIVE COMPLTNS				GROSS ULTIMATE				WORKING INTEREST				REVENUE INTEREST				OIL/COND $/BBL				NGL $/BBL				GAS $/MCF				GROSS OPERATING EXPENSE M$/M				LIFE YRS
						OIL/COND BBL		GAS MCF
		OIL		GAS						START		END		START		END		START		END		START		END		START		END		START		END
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
500016	FBO LOC 016		1		0		56,429		25,393		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		17.4
500017	FBO LOC 017		1		0		56,429		25,393		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		17.4
500018	FBO LOC 018		1		0		56,429		25,393		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		17.4
500019	FBO LOC 019		1		0		56,429		25,393		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		17.4
500020	FBO LOC 020		1		0		56,429		25,393		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		17.4
500021	FBO LOC 021		1		0		56,429		25,393		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		17.4
500022	FBO LOC 022		1		0		56,429		25,393		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		17.4
500023	FBO LOC 023		1		0		56,429		25,393		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		17.4
500024	FBO LOC 024		1		0		56,429		25,393		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		17.4
500025	FBO LOC 025		1		0		56,429		25,393		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		17.4
500026	FBO LOC 026		1		0		56,429		25,393		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		17.4
500027	FBO LOC 027		1		0		56,429		25,393		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		17.4
500028	FBO LOC 028		1		0		56,372		25,367		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500029	FBO LOC 029		1		0		56,372		25,367		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500030	FBO LOC 030		1		0		56,372		25,367		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500031	FBO LOC 031		1		0		56,372		25,367		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500032	FBO LOC 032		1		0		56,372		25,367		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500033	FBO LOC 033		1		0		56,372		25,367		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500034	FBO LOC 034		1		0		56,372		25,367		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500035	FBO LOC 035		1		0		56,372		25,367		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500036	FBO LOC 036		1		0		56,372		25,367		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500037	FBO LOC 037		1		0		56,372		25,367		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500038	FBO LOC 038		1		0		56,372		25,367		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500039	FBO LOC 039		1		0		56,372		25,367		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500040	FBO LOC 040		1		0		56,372		25,367		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500041	FBO LOC 041		1		0		56,372		25,367		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500042	FBO LOC 042		1		0		56,372		25,367		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500043	FBO LOC 043		1		0		56,372		25,367		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500044	FBO LOC 044		1		0		56,372		25,367		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500045	FBO LOC 045		1		0		56,372		25,367		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500046	FBO LOC 046		1		0		56,372		25,367		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500047	FBO LOC 047		1		0		56,372		25,367		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500048	FBO LOC 048		1		0		56,372		25,367		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500049	FBO LOC 049		1		0		56,372		25,367		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500050	FBO LOC 050		1		0		56,372		25,367		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500051	FBO LOC 051		1		0		56,372		25,367		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500052	FBO LOC 052		1		0		56,372		25,367		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500053	FBO LOC 053		1		0		56,372		25,367		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500054	FBO LOC 054		1		0		56,372		25,367		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500055	FBO LOC 055		1		0		56,313		25,341		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500056	FBO LOC 056		1		0		56,313		25,341		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500057	FBO LOC 057		1		0		56,313		25,341		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 15

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROVED UNDEVELOPED RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

LEASE NUMBER	LEASE NAME	GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL TAXES M$		NET CAP COST M$		ABDNMNT COST M$		OPERATING EXPENSE M$		NET REVENUE M$		CUM P.W. 10.000% M$
		OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL M$		NGL M$		GAS M$
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
500016	FBO LOC 016		56,429		0		25,393		49,355		0		0		5,077.7		0.0		0.0		99.5		423.1		0.0		1,787.8		2,767.3		1,254.6
500017	FBO LOC 017		56,429		0		25,393		49,355		0		0		5,077.7		0.0		0.0		99.5		423.1		0.0		1,787.8		2,767.3		1,254.6
500018	FBO LOC 018		56,429		0		25,393		49,355		0		0		5,077.7		0.0		0.0		99.5		423.1		0.0		1,787.8		2,767.3		1,254.6
500019	FBO LOC 019		56,429		0		25,393		49,355		0		0		5,077.7		0.0		0.0		99.5		423.1		0.0		1,787.8		2,767.3		1,254.6
500020	FBO LOC 020		56,429		0		25,393		49,355		0		0		5,077.7		0.0		0.0		99.5		423.1		0.0		1,787.8		2,767.3		1,254.6
500021	FBO LOC 021		56,429		0		25,393		49,355		0		0		5,077.7		0.0		0.0		99.5		423.1		0.0		1,787.8		2,767.3		1,254.6
500022	FBO LOC 022		56,429		0		25,393		49,355		0		0		5,077.7		0.0		0.0		99.5		423.1		0.0		1,787.8		2,767.3		1,254.6
500023	FBO LOC 023		56,429		0		25,393		49,355		0		0		5,077.7		0.0		0.0		99.5		423.1		0.0		1,787.8		2,767.3		1,254.6
500024	FBO LOC 024		56,429		0		25,393		49,355		0		0		5,077.7		0.0		0.0		99.5		423.1		0.0		1,787.8		2,767.3		1,254.6
500025	FBO LOC 025		56,429		0		25,393		49,355		0		0		5,077.7		0.0		0.0		99.5		423.1		0.0		1,787.8		2,767.3		1,254.6
500026	FBO LOC 026		56,429		0		25,393		49,355		0		0		5,077.7		0.0		0.0		99.5		423.1		0.0		1,787.8		2,767.3		1,254.6
500027	FBO LOC 027		56,429		0		25,393		49,355		0		0		5,077.7		0.0		0.0		99.5		423.1		0.0		1,787.8		2,767.3		1,254.6
500028	FBO LOC 028		56,372		0		25,367		49,306		0		0		5,072.6		0.0		0.0		99.5		423.1		0.0		1,783.2		2,766.8		1,244.4
500029	FBO LOC 029		56,372		0		25,367		49,306		0		0		5,072.6		0.0		0.0		99.5		423.1		0.0		1,783.2		2,766.8		1,244.4
500030	FBO LOC 030		56,372		0		25,367		49,306		0		0		5,072.6		0.0		0.0		99.5		423.1		0.0		1,783.2		2,766.8		1,244.4
500031	FBO LOC 031		56,372		0		25,367		49,306		0		0		5,072.6		0.0		0.0		99.5		423.1		0.0		1,783.2		2,766.8		1,244.4
500032	FBO LOC 032		56,372		0		25,367		49,306		0		0		5,072.6		0.0		0.0		99.5		423.1		0.0		1,783.2		2,766.8		1,244.4
500033	FBO LOC 033		56,372		0		25,367		49,306		0		0		5,072.6		0.0		0.0		99.5		423.1		0.0		1,783.2		2,766.8		1,244.4
500034	FBO LOC 034		56,372		0		25,367		49,306		0		0		5,072.6		0.0		0.0		99.5		423.1		0.0		1,783.2		2,766.8		1,244.4
500035	FBO LOC 035		56,372		0		25,367		49,306		0		0		5,072.6		0.0		0.0		99.5		423.1		0.0		1,783.2		2,766.8		1,244.4
500036	FBO LOC 036		56,372		0		25,367		49,306		0		0		5,072.6		0.0		0.0		99.5		423.1		0.0		1,783.2		2,766.8		1,244.4
500037	FBO LOC 037		56,372		0		25,367		49,306		0		0		5,072.6		0.0		0.0		99.5		423.1		0.0		1,783.2		2,766.8		1,244.4
500038	FBO LOC 038		56,372		0		25,367		49,306		0		0		5,072.6		0.0		0.0		99.5		423.1		0.0		1,783.2		2,766.8		1,244.4
500039	FBO LOC 039		56,372		0		25,367		49,306		0		0		5,072.6		0.0		0.0		99.5		423.1		0.0		1,783.2		2,766.8		1,244.4
500040	FBO LOC 040		56,372		0		25,367		49,306		0		0		5,072.6		0.0		0.0		99.5		423.1		0.0		1,783.2		2,766.8		1,244.4
500041	FBO LOC 041		56,372		0		25,367		49,306		0		0		5,072.6		0.0		0.0		99.5		423.1		0.0		1,783.2		2,766.8		1,244.4
500042	FBO LOC 042		56,372		0		25,367		49,306		0		0		5,072.6		0.0		0.0		99.5		423.1		0.0		1,783.2		2,766.8		1,244.4
500043	FBO LOC 043		56,372		0		25,367		49,306		0		0		5,072.6		0.0		0.0		99.5		423.1		0.0		1,783.2		2,766.8		1,244.4
500044	FBO LOC 044		56,372		0		25,367		49,306		0		0		5,072.6		0.0		0.0		99.5		423.1		0.0		1,783.2		2,766.8		1,244.4
500045	FBO LOC 045		56,372		0		25,367		49,306		0		0		5,072.6		0.0		0.0		99.5		423.1		0.0		1,783.2		2,766.8		1,244.4
500046	FBO LOC 046		56,372		0		25,367		49,306		0		0		5,072.6		0.0		0.0		99.5		423.1		0.0		1,783.2		2,766.8		1,244.4
500047	FBO LOC 047		56,372		0		25,367		49,306		0		0		5,072.6		0.0		0.0		99.5		423.1		0.0		1,783.2		2,766.8		1,244.4
500048	FBO LOC 048		56,372		0		25,367		49,306		0		0		5,072.6		0.0		0.0		99.5		423.1		0.0		1,783.2		2,766.8		1,244.4
500049	FBO LOC 049		56,372		0		25,367		49,306		0		0		5,072.6		0.0		0.0		99.5		423.1		0.0		1,783.2		2,766.8		1,244.4
500050	FBO LOC 050		56,372		0		25,367		49,306		0		0		5,072.6		0.0		0.0		99.5		423.1		0.0		1,783.2		2,766.8		1,244.4
500051	FBO LOC 051		56,372		0		25,367		49,306		0		0		5,072.6		0.0		0.0		99.5		423.1		0.0		1,783.2		2,766.8		1,244.4
500052	FBO LOC 052		56,372		0		25,367		49,306		0		0		5,072.6		0.0		0.0		99.5		423.1		0.0		1,783.2		2,766.8		1,244.4
500053	FBO LOC 053		56,372		0		25,367		49,306		0		0		5,072.6		0.0		0.0		99.5		423.1		0.0		1,783.2		2,766.8		1,244.4
500054	FBO LOC 054		56,372		0		25,367		49,306		0		0		5,072.6		0.0		0.0		99.5		423.1		0.0		1,783.2		2,766.8		1,244.4
500055	FBO LOC 055		56,313		0		25,341		49,256		0		0		5,067.4		0.0		0.0		99.7		423.1		0.0		1,778.2		2,766.4		1,234.5
500056	FBO LOC 056		56,313		0		25,341		49,256		0		0		5,067.4		0.0		0.0		99.7		423.1		0.0		1,778.2		2,766.4		1,234.5
500057	FBO LOC 057		56,313		0		25,341		49,256		0		0		5,067.4		0.0		0.0		99.7		423.1		0.0		1,778.2		2,766.4		1,234.5

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 16

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROVED UNDEVELOPED RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

LEASE NUMBER	LEASE NAME	ACTIVE COMPLTNS				GROSS ULTIMATE				WORKING INTEREST				REVENUE INTEREST				OIL/COND $/BBL				NGL $/BBL				GAS $/MCF				GROSS OPERATING EXPENSE M$/M				LIFE YRS
						OIL/COND BBL		GAS MCF
		OIL		GAS						START		END		START		END		START		END		START		END		START		END		START		END
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
500058	FBO LOC 058		1		0		56,313		25,341		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500059	FBO LOC 059		1		0		56,313		25,341		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500060	FBO LOC 060		1		0		56,313		25,341		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500061	FBO LOC 061		1		0		56,313		25,341		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500062	FBO LOC 062		1		0		56,313		25,341		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500063	FBO LOC 063		1		0		56,313		25,341		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500064	FBO LOC 064		1		0		56,313		25,341		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500065	FBO LOC 065		1		0		56,313		25,341		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500066	FBO LOC 066		1		0		56,313		25,341		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500067	FBO LOC 067		1		0		56,313		25,341		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500068	FBO LOC 068		1		0		56,313		25,341		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500069	FBO LOC 069		1		0		56,313		25,341		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500070	FBO LOC 070		1		0		56,313		25,341		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500071	FBO LOC 071		1		0		56,313		25,341		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500072	FBO LOC 072		1		0		56,313		25,341		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500073	FBO LOC 073		1		0		56,313		25,341		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500074	FBO LOC 074		1		0		56,313		25,341		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500075	FBO LOC 075		1		0		56,313		25,341		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500076	FBO LOC 076		1		0		56,313		25,341		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500077	FBO LOC 077		1		0		56,313		25,341		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500078	FBO LOC 078		1		0		56,313		25,341		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500079	FBO LOC 079		1		0		56,313		25,341		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500080	FBO LOC 080		1		0		56,313		25,341		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500081	FBO LOC 081		1		0		56,313		25,341		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500082	FBO LOC 082		1		0		56,253		25,314		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500083	FBO LOC 083		1		0		56,253		25,314		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500084	FBO LOC 084		1		0		56,253		25,314		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500085	FBO LOC 085		1		0		56,253		25,314		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500086	FBO LOC 086		1		0		56,253		25,314		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500087	FBO LOC 087		1		0		56,253		25,314		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500088	FBO LOC 088		1		0		56,253		25,314		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500089	FBO LOC 089		1		0		56,253		25,314		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500090	FBO LOC 090		1		0		56,253		25,314		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500091	FBO LOC 091		1		0		56,253		25,314		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500092	FBO LOC 092		1		0		56,253		25,314		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500093	FBO LOC 093		1		0		56,253		25,314		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500094	FBO LOC 094		1		0		56,253		25,314		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500095	FBO LOC 095		1		0		56,253		25,314		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500096	FBO LOC 096		1		0		56,253		25,314		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500097	FBO LOC 097		1		0		56,253		25,314		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500098	FBO LOC 098		1		0		56,253		25,314		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500099	FBO LOC 099		1		0		56,253		25,314		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 17

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROVED UNDEVELOPED RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

LEASE NUMBER	LEASE NAME	GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL TAXES M$		NET CAP COST M$		ABDNMNT COST M$		OPERATING EXPENSE M$		NET REVENUE M$		CUM P.W. 10.000% M$
		OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL M$		NGL M$		GAS M$
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
500058	FBO LOC 058		56,313		0		25,341		49,256		0		0		5,067.4		0.0		0.0		99.7		423.1		0.0		1,778.2		2,766.4		1,234.5
500059	FBO LOC 059		56,313		0		25,341		49,256		0		0		5,067.4		0.0		0.0		99.7		423.1		0.0		1,778.2		2,766.4		1,234.5
500060	FBO LOC 060		56,313		0		25,341		49,256		0		0		5,067.4		0.0		0.0		99.7		423.1		0.0		1,778.2		2,766.4		1,234.5
500061	FBO LOC 061		56,313		0		25,341		49,256		0		0		5,067.4		0.0		0.0		99.7		423.1		0.0		1,778.2		2,766.4		1,234.5
500062	FBO LOC 062		56,313		0		25,341		49,256		0		0		5,067.4		0.0		0.0		99.7		423.1		0.0		1,778.2		2,766.4		1,234.5
500063	FBO LOC 063		56,313		0		25,341		49,256		0		0		5,067.4		0.0		0.0		99.7		423.1		0.0		1,778.2		2,766.4		1,234.5
500064	FBO LOC 064		56,313		0		25,341		49,256		0		0		5,067.4		0.0		0.0		99.7		423.1		0.0		1,778.2		2,766.4		1,234.5
500065	FBO LOC 065		56,313		0		25,341		49,256		0		0		5,067.4		0.0		0.0		99.7		423.1		0.0		1,778.2		2,766.4		1,234.5
500066	FBO LOC 066		56,313		0		25,341		49,256		0		0		5,067.4		0.0		0.0		99.7		423.1		0.0		1,778.2		2,766.4		1,234.5
500067	FBO LOC 067		56,313		0		25,341		49,256		0		0		5,067.4		0.0		0.0		99.7		423.1		0.0		1,778.2		2,766.4		1,234.5
500068	FBO LOC 068		56,313		0		25,341		49,256		0		0		5,067.4		0.0		0.0		99.7		423.1		0.0		1,778.2		2,766.4		1,234.5
500069	FBO LOC 069		56,313		0		25,341		49,256		0		0		5,067.4		0.0		0.0		99.7		423.1		0.0		1,778.2		2,766.4		1,234.5
500070	FBO LOC 070		56,313		0		25,341		49,256		0		0		5,067.4		0.0		0.0		99.7		423.1		0.0		1,778.2		2,766.4		1,234.5
500071	FBO LOC 071		56,313		0		25,341		49,256		0		0		5,067.4		0.0		0.0		99.7		423.1		0.0		1,778.2		2,766.4		1,234.5
500072	FBO LOC 072		56,313		0		25,341		49,256		0		0		5,067.4		0.0		0.0		99.7		423.1		0.0		1,778.2		2,766.4		1,234.5
500073	FBO LOC 073		56,313		0		25,341		49,256		0		0		5,067.4		0.0		0.0		99.7		423.1		0.0		1,778.2		2,766.4		1,234.5
500074	FBO LOC 074		56,313		0		25,341		49,256		0		0		5,067.4		0.0		0.0		99.7		423.1		0.0		1,778.2		2,766.4		1,234.5
500075	FBO LOC 075		56,313		0		25,341		49,256		0		0		5,067.4		0.0		0.0		99.7		423.1		0.0		1,778.2		2,766.4		1,234.5
500076	FBO LOC 076		56,313		0		25,341		49,256		0		0		5,067.4		0.0		0.0		99.7		423.1		0.0		1,778.2		2,766.4		1,234.5
500077	FBO LOC 077		56,313		0		25,341		49,256		0		0		5,067.4		0.0		0.0		99.7		423.1		0.0		1,778.2		2,766.4		1,234.5
500078	FBO LOC 078		56,313		0		25,341		49,256		0		0		5,067.4		0.0		0.0		99.7		423.1		0.0		1,778.2		2,766.4		1,234.5
500079	FBO LOC 079		56,313		0		25,341		49,256		0		0		5,067.4		0.0		0.0		99.7		423.1		0.0		1,778.2		2,766.4		1,234.5
500080	FBO LOC 080		56,313		0		25,341		49,256		0		0		5,067.4		0.0		0.0		99.7		423.1		0.0		1,778.2		2,766.4		1,234.5
500081	FBO LOC 081		56,313		0		25,341		49,256		0		0		5,067.4		0.0		0.0		99.7		423.1		0.0		1,778.2		2,766.4		1,234.5
500082	FBO LOC 082		56,253		0		25,314		49,204		0		0		5,062.1		0.0		0.0		99.5		423.1		0.0		1,773.7		2,765.8		1,224.6
500083	FBO LOC 083		56,253		0		25,314		49,204		0		0		5,062.1		0.0		0.0		99.5		423.1		0.0		1,773.7		2,765.8		1,224.6
500084	FBO LOC 084		56,253		0		25,314		49,204		0		0		5,062.1		0.0		0.0		99.5		423.1		0.0		1,773.7		2,765.8		1,224.6
500085	FBO LOC 085		56,253		0		25,314		49,204		0		0		5,062.1		0.0		0.0		99.5		423.1		0.0		1,773.7		2,765.8		1,224.6
500086	FBO LOC 086		56,253		0		25,314		49,204		0		0		5,062.1		0.0		0.0		99.5		423.1		0.0		1,773.7		2,765.8		1,224.6
500087	FBO LOC 087		56,253		0		25,314		49,204		0		0		5,062.1		0.0		0.0		99.5		423.1		0.0		1,773.7		2,765.8		1,224.6
500088	FBO LOC 088		56,253		0		25,314		49,204		0		0		5,062.1		0.0		0.0		99.5		423.1		0.0		1,773.7		2,765.8		1,224.6
500089	FBO LOC 089		56,253		0		25,314		49,204		0		0		5,062.1		0.0		0.0		99.5		423.1		0.0		1,773.7		2,765.8		1,224.6
500090	FBO LOC 090		56,253		0		25,314		49,204		0		0		5,062.1		0.0		0.0		99.5		423.1		0.0		1,773.7		2,765.8		1,224.6
500091	FBO LOC 091		56,253		0		25,314		49,204		0		0		5,062.1		0.0		0.0		99.5		423.1		0.0		1,773.7		2,765.8		1,224.6
500092	FBO LOC 092		56,253		0		25,314		49,204		0		0		5,062.1		0.0		0.0		99.5		423.1		0.0		1,773.7		2,765.8		1,224.6
500093	FBO LOC 093		56,253		0		25,314		49,204		0		0		5,062.1		0.0		0.0		99.5		423.1		0.0		1,773.7		2,765.8		1,224.6
500094	FBO LOC 094		56,253		0		25,314		49,204		0		0		5,062.1		0.0		0.0		99.5		423.1		0.0		1,773.7		2,765.8		1,224.6
500095	FBO LOC 095		56,253		0		25,314		49,204		0		0		5,062.1		0.0		0.0		99.5		423.1		0.0		1,773.7		2,765.8		1,224.6
500096	FBO LOC 096		56,253		0		25,314		49,204		0		0		5,062.1		0.0		0.0		99.5		423.1		0.0		1,773.7		2,765.8		1,224.6
500097	FBO LOC 097		56,253		0		25,314		49,204		0		0		5,062.1		0.0		0.0		99.5		423.1		0.0		1,773.7		2,765.8		1,224.6
500098	FBO LOC 098		56,253		0		25,314		49,204		0		0		5,062.1		0.0		0.0		99.5		423.1		0.0		1,773.7		2,765.8		1,224.6
500099	FBO LOC 099		56,253		0		25,314		49,204		0		0		5,062.1		0.0		0.0		99.5		423.1		0.0		1,773.7		2,765.8		1,224.6

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 18

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROVED UNDEVELOPED RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE COMPLTNS				GROSS ULTIMATE				WORKING INTEREST				REVENUE INTEREST				OIL/COND $/BBL				NGL $/BBL				GAS $/MCF				GROSS OPERATING EXPENSE M$/M
LEASE NUMBER						OIL/COND BBL		GAS MCF																										LIFE YRS
	LEASE NAME	OIL		GAS						START		END		START		END		START		END		START		END		START		END		START		END
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
500100	FBO LOC 100		1		0		56,253		25,314		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500101	FBO LOC 101		1		0		56,253		25,314		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500102	FBO LOC 102		1		0		56,253		25,314		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500103	FBO LOC 103		1		0		56,253		25,314		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500104	FBO LOC 104		1		0		56,253		25,314		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500105	FBO LOC 105		1		0		56,253		25,314		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500106	FBO LOC 106		1		0		56,253		25,314		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500107	FBO LOC 107		1		0		56,253		25,314		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500108	FBO LOC 108		1		0		56,253		25,314		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.1		17.4
500109	FBO LOC 109		1		0		56,192		25,286		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500110	FBO LOC 110		1		0		56,192		25,286		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500111	FBO LOC 111		1		0		56,192		25,286		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500112	FBO LOC 112		1		0		56,192		25,286		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500113	FBO LOC 113		1		0		56,192		25,286		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500114	FBO LOC 114		1		0		56,192		25,286		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500115	FBO LOC 115		1		0		56,192		25,286		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500116	FBO LOC 116		1		0		56,192		25,286		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500117	FBO LOC 117		1		0		56,192		25,286		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500118	FBO LOC 118		1		0		56,192		25,286		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500119	FBO LOC 119		1		0		56,192		25,286		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500120	FBO LOC 120		1		0		56,192		25,286		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500121	FBO LOC 121		1		0		56,192		25,286		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500122	FBO LOC 122		1		0		56,192		25,286		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500123	FBO LOC 123		1		0		56,192		25,286		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500124	FBO LOC 124		1		0		56,192		25,286		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500125	FBO LOC 125		1		0		56,192		25,286		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500126	FBO LOC 126		1		0		56,192		25,286		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500127	FBO LOC 127		1		0		56,192		25,286		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500128	FBO LOC 128		1		0		56,192		25,286		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500129	FBO LOC 129		1		0		56,192		25,286		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500130	FBO LOC 130		1		0		56,192		25,286		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500131	FBO LOC 131		1		0		56,192		25,286		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500132	FBO LOC 132		1		0		56,192		25,286		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500133	FBO LOC 133		1		0		56,192		25,286		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500134	FBO LOC 134		1		0		56,192		25,286		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500135	FBO LOC 135		1		0		56,192		25,286		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500136	FBO LOC 136		1		0		56,129		25,258		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500137	FBO LOC 137		1		0		56,129		25,258		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500138	FBO LOC 138		1		0		56,129		25,258		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500139	FBO LOC 139		1		0		56,129		25,258		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500140	FBO LOC 140		1		0		56,129		25,258		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500141	FBO LOC 141		1		0		56,129		25,258		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 19

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROVED UNDEVELOPED RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

LEASE NUMBER	LEASE NAME	GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL TAXES M$		NET CAP COST M$		ABDNMNT COST M$		OPERATING EXPENSE M$		NET REVENUE M$		CUM P.W. 10.000% M$
		OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL M$		NGL M$		GAS M$
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
500100	FBO LOC 100		56,253		0		25,314		49,204		0		0		5,062.1		0.0		0.0		99.5		423.1		0.0		1,773.7		2,765.8		1,224.6
500101	FBO LOC 101		56,253		0		25,314		49,204		0		0		5,062.1		0.0		0.0		99.5		423.1		0.0		1,773.7		2,765.8		1,224.6
500102	FBO LOC 102		56,253		0		25,314		49,204		0		0		5,062.1		0.0		0.0		99.5		423.1		0.0		1,773.7		2,765.8		1,224.6
500103	FBO LOC 103		56,253		0		25,314		49,204		0		0		5,062.1		0.0		0.0		99.5		423.1		0.0		1,773.7		2,765.8		1,224.6
500104	FBO LOC 104		56,253		0		25,314		49,204		0		0		5,062.1		0.0		0.0		99.5		423.1		0.0		1,773.7		2,765.8		1,224.6
500105	FBO LOC 105		56,253		0		25,314		49,204		0		0		5,062.1		0.0		0.0		99.5		423.1		0.0		1,773.7		2,765.8		1,224.6
500106	FBO LOC 106		56,253		0		25,314		49,204		0		0		5,062.1		0.0		0.0		99.5		423.1		0.0		1,773.7		2,765.8		1,224.6
500107	FBO LOC 107		56,253		0		25,314		49,204		0		0		5,062.1		0.0		0.0		99.5		423.1		0.0		1,773.7		2,765.8		1,224.6
500108	FBO LOC 108		56,253		0		25,314		49,204		0		0		5,062.1		0.0		0.0		99.5		423.1		0.0		1,773.7		2,765.8		1,224.6
500109	FBO LOC 109		56,192		0		25,286		49,151		0		0		5,056.7		0.0		0.0		99.8		423.1		0.0		1,768.6		2,765.2		1,214.9
500110	FBO LOC 110		56,192		0		25,286		49,151		0		0		5,056.7		0.0		0.0		99.8		423.1		0.0		1,768.6		2,765.2		1,214.9
500111	FBO LOC 111		56,192		0		25,286		49,151		0		0		5,056.7		0.0		0.0		99.8		423.1		0.0		1,768.6		2,765.2		1,214.9
500112	FBO LOC 112		56,192		0		25,286		49,151		0		0		5,056.7		0.0		0.0		99.8		423.1		0.0		1,768.6		2,765.2		1,214.9
500113	FBO LOC 113		56,192		0		25,286		49,151		0		0		5,056.7		0.0		0.0		99.8		423.1		0.0		1,768.6		2,765.2		1,214.9
500114	FBO LOC 114		56,192		0		25,286		49,151		0		0		5,056.7		0.0		0.0		99.8		423.1		0.0		1,768.6		2,765.2		1,214.9
500115	FBO LOC 115		56,192		0		25,286		49,151		0		0		5,056.7		0.0		0.0		99.8		423.1		0.0		1,768.6		2,765.2		1,214.9
500116	FBO LOC 116		56,192		0		25,286		49,151		0		0		5,056.7		0.0		0.0		99.8		423.1		0.0		1,768.6		2,765.2		1,214.9
500117	FBO LOC 117		56,192		0		25,286		49,151		0		0		5,056.7		0.0		0.0		99.8		423.1		0.0		1,768.6		2,765.2		1,214.9
500118	FBO LOC 118		56,192		0		25,286		49,151		0		0		5,056.7		0.0		0.0		99.8		423.1		0.0		1,768.6		2,765.2		1,214.9
500119	FBO LOC 119		56,192		0		25,286		49,151		0		0		5,056.7		0.0		0.0		99.8		423.1		0.0		1,768.6		2,765.2		1,214.9
500120	FBO LOC 120		56,192		0		25,286		49,151		0		0		5,056.7		0.0		0.0		99.8		423.1		0.0		1,768.6		2,765.2		1,214.9
500121	FBO LOC 121		56,192		0		25,286		49,151		0		0		5,056.7		0.0		0.0		99.8		423.1		0.0		1,768.6		2,765.2		1,214.9
500122	FBO LOC 122		56,192		0		25,286		49,151		0		0		5,056.7		0.0		0.0		99.8		423.1		0.0		1,768.6		2,765.2		1,214.9
500123	FBO LOC 123		56,192		0		25,286		49,151		0		0		5,056.7		0.0		0.0		99.8		423.1		0.0		1,768.6		2,765.2		1,214.9
500124	FBO LOC 124		56,192		0		25,286		49,151		0		0		5,056.7		0.0		0.0		99.8		423.1		0.0		1,768.6		2,765.2		1,214.9
500125	FBO LOC 125		56,192		0		25,286		49,151		0		0		5,056.7		0.0		0.0		99.8		423.1		0.0		1,768.6		2,765.2		1,214.9
500126	FBO LOC 126		56,192		0		25,286		49,151		0		0		5,056.7		0.0		0.0		99.8		423.1		0.0		1,768.6		2,765.2		1,214.9
500127	FBO LOC 127		56,192		0		25,286		49,151		0		0		5,056.7		0.0		0.0		99.8		423.1		0.0		1,768.6		2,765.2		1,214.9
500128	FBO LOC 128		56,192		0		25,286		49,151		0		0		5,056.7		0.0		0.0		99.8		423.1		0.0		1,768.6		2,765.2		1,214.9
500129	FBO LOC 129		56,192		0		25,286		49,151		0		0		5,056.7		0.0		0.0		99.8		423.1		0.0		1,768.6		2,765.2		1,214.9
500130	FBO LOC 130		56,192		0		25,286		49,151		0		0		5,056.7		0.0		0.0		99.8		423.1		0.0		1,768.6		2,765.2		1,214.9
500131	FBO LOC 131		56,192		0		25,286		49,151		0		0		5,056.7		0.0		0.0		99.8		423.1		0.0		1,768.6		2,765.2		1,214.9
500132	FBO LOC 132		56,192		0		25,286		49,151		0		0		5,056.7		0.0		0.0		99.8		423.1		0.0		1,768.6		2,765.2		1,214.9
500133	FBO LOC 133		56,192		0		25,286		49,151		0		0		5,056.7		0.0		0.0		99.8		423.1		0.0		1,768.6		2,765.2		1,214.9
500134	FBO LOC 134		56,192		0		25,286		49,151		0		0		5,056.7		0.0		0.0		99.8		423.1		0.0		1,768.6		2,765.2		1,214.9
500135	FBO LOC 135		56,192		0		25,286		49,151		0		0		5,056.7		0.0		0.0		99.8		423.1		0.0		1,768.6		2,765.2		1,214.9
500136	FBO LOC 136		56,129		0		25,258		49,097		0		0		5,051.2		0.0		0.0		99.4		423.1		0.0		1,763.9		2,764.8		1,205.2
500137	FBO LOC 137		56,129		0		25,258		49,097		0		0		5,051.2		0.0		0.0		99.4		423.1		0.0		1,763.9		2,764.8		1,205.2
500138	FBO LOC 138		56,129		0		25,258		49,097		0		0		5,051.2		0.0		0.0		99.4		423.1		0.0		1,763.9		2,764.8		1,205.2
500139	FBO LOC 139		56,129		0		25,258		49,097		0		0		5,051.2		0.0		0.0		99.4		423.1		0.0		1,763.9		2,764.8		1,205.2
500140	FBO LOC 140		56,129		0		25,258		49,097		0		0		5,051.2		0.0		0.0		99.4		423.1		0.0		1,763.9		2,764.8		1,205.2
500141	FBO LOC 141		56,129		0		25,258		49,097		0		0		5,051.2		0.0		0.0		99.4		423.1		0.0		1,763.9		2,764.8		1,205.2

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 20

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROVED UNDEVELOPED RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE COMPLTNS				GROSS ULTIMATE				WORKING INTEREST				REVENUE INTEREST				OIL/COND $/BBL				NGL $/BBL				GAS $/MCF				GROSS OPERATING EXPENSE M$/M
LEASE NUMBER	LEASE NAME					OIL/COND BBL		GAS MCF																										LIFE YRS
		OIL		GAS						START		END		START		END		START		END		START		END		START		END		START		END
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
500142	FBO LOC 142		1		0		56,129		25,258		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500143	FBO LOC 143		1		0		56,129		25,258		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500144	FBO LOC 144		1		0		56,129		25,258		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500145	FBO LOC 145		1		0		56,129		25,258		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500146	FBO LOC 146		1		0		56,129		25,258		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500147	FBO LOC 147		1		0		56,129		25,258		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500148	FBO LOC 148		1		0		56,129		25,258		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500149	FBO LOC 149		1		0		56,129		25,258		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500150	FBO LOC 150		1		0		56,129		25,258		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500151	FBO LOC 151		1		0		56,129		25,258		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500152	FBO LOC 152		1		0		56,129		25,258		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500153	FBO LOC 153		1		0		56,129		25,258		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500154	FBO LOC 154		1		0		56,129		25,258		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500155	FBO LOC 155		1		0		56,129		25,258		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500156	FBO LOC 156		1		0		56,129		25,258		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
500157	FBO LOC 157		1		0		56,129		25,258		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.2		17.4
400111	CAPEX 110 PROJECT		0		0		0		0		100.000		95.455		91.129		86.584		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		7.7
501431	CAPEX FBO PUD		0		0		0		0		100.000		100.000		91.129		91.129		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		3.3
410001	FIXED EXP DIAT PUD		0		0		0		0		100.000		95.455		91.129		86.584		0.000		0.000		0.000		0.000		0.000		0.000		0.0		66.1		17.4
410003	ABAN DIAT PUD		0		0		0		0		100.000		95.080		91.129		86.262		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		18.4
FIELD TOTAL			268		0		15,112,760		6,800,776
TOTAL CALIFORNIA			268		0		15,112,760		6,800,776
TOTAL ALL LEASES			268		0		15,112,760		6,800,776

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 21

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROVED UNDEVELOPED RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL TAXES M$		NET CAP COST M$		ABDNMNT COST M$		OPERATING EXPENSE M$		NET REVENUE M$		CUM P.W. 10.000% M$
LEASE NUMBER	LEASE NAME	OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL M$		NGL M$		GAS M$
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
500142	FBO LOC 142		56,129		0		25,258		49,097		0		0		5,051.2		0.0		0.0		99.4		423.1		0.0		1,763.9		2,764.8		1,205.2
500143	FBO LOC 143		56,129		0		25,258		49,097		0		0		5,051.2		0.0		0.0		99.4		423.1		0.0		1,763.9		2,764.8		1,205.2
500144	FBO LOC 144		56,129		0		25,258		49,097		0		0		5,051.2		0.0		0.0		99.4		423.1		0.0		1,763.9		2,764.8		1,205.2
500145	FBO LOC 145		56,129		0		25,258		49,097		0		0		5,051.2		0.0		0.0		99.4		423.1		0.0		1,763.9		2,764.8		1,205.2
500146	FBO LOC 146		56,129		0		25,258		49,097		0		0		5,051.2		0.0		0.0		99.4		423.1		0.0		1,763.9		2,764.8		1,205.2
500147	FBO LOC 147		56,129		0		25,258		49,097		0		0		5,051.2		0.0		0.0		99.4		423.1		0.0		1,763.9		2,764.8		1,205.2
500148	FBO LOC 148		56,129		0		25,258		49,097		0		0		5,051.2		0.0		0.0		99.4		423.1		0.0		1,763.9		2,764.8		1,205.2
500149	FBO LOC 149		56,129		0		25,258		49,097		0		0		5,051.2		0.0		0.0		99.4		423.1		0.0		1,763.9		2,764.8		1,205.2
500150	FBO LOC 150		56,129		0		25,258		49,097		0		0		5,051.2		0.0		0.0		99.4		423.1		0.0		1,763.9		2,764.8		1,205.2
500151	FBO LOC 151		56,129		0		25,258		49,097		0		0		5,051.2		0.0		0.0		99.4		423.1		0.0		1,763.9		2,764.8		1,205.2
500152	FBO LOC 152		56,129		0		25,258		49,097		0		0		5,051.2		0.0		0.0		99.4		423.1		0.0		1,763.9		2,764.8		1,205.2
500153	FBO LOC 153		56,129		0		25,258		49,097		0		0		5,051.2		0.0		0.0		99.4		423.1		0.0		1,763.9		2,764.8		1,205.2
500154	FBO LOC 154		56,129		0		25,258		49,097		0		0		5,051.2		0.0		0.0		99.4		423.1		0.0		1,763.9		2,764.8		1,205.2
500155	FBO LOC 155		56,129		0		25,258		49,097		0		0		5,051.2		0.0		0.0		99.4		423.1		0.0		1,763.9		2,764.8		1,205.2
500156	FBO LOC 156		56,129		0		25,258		49,097		0		0		5,051.2		0.0		0.0		99.4		423.1		0.0		1,763.9		2,764.8		1,205.2
500157	FBO LOC 157		56,129		0		25,258		49,097		0		0		5,051.2		0.0		0.0		99.4		423.1		0.0		1,763.9		2,764.8		1,205.2
400111	CAPEX 110 PROJECT		0		0		0		0		0		0		0.0		0.0		0.0		0.0		62,740.2		0.0		0.0		-62,740.2		-56,217.8
501431	CAPEX FBO PUD		0		0		0		0		0		0		0.0		0.0		0.0		0.0		55,677.6		0.0		0.0		-55,677.6		-43,967.4
410001	FIXED EXP DIAT PUD		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		9,215.0		-9,215.0		-3,318.7
410003	ABAN DIAT PUD		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		12,740.7		0.0		-12,740.7		-2,211.1
FIELD TOTAL			15,112,760		0		6,800,776		13,240,786		0		0		1,362,209.1		0.0		0.0		26,780.1		235,887.5		12,740.7		488,233.9		598,566.9		251,201.4
TOTAL CALIFORNIA			15,112,760		0		6,800,776		13,240,786		0		0		1,362,209.1		0.0		0.0		26,780.1		235,887.5		12,740.7		488,233.9		598,566.9		251,201.4
TOTAL ALL LEASES			15,112,760		0		6,800,776		13,240,786		0		0		1,362,209.1		0.0		0.0		26,780.1		235,887.5		12,740.7		488,233.9		598,566.9		251,201.4

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 22

PROBABLE RESERVES

	SUMMARY PROJECTION OF RESERVES AND REVENUE
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROBABLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

PERIOD ENDING M-D-Y	GROSS RESERVES						NET RESERVES						AVERAGE PRICES						GROSS REVENUE
	OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL $/BBL		NGL $/BBL		GAS $/MCF		OIL M$		NGL M$		GAS M$		TOTAL M$
12-31-2013		0		0		0		0		0		0		0.000		0.000		0.000		0.0		0.0		0.0		0.0
12-31-2014		424		0		191		387		0		0		102.880		0.000		0.000		39.8		0.0		0.0		39.8
12-31-2015		46,719		0		21,048		42,633		0		0		102.880		0.000		0.000		4,384.6		0.0		0.0		4,384.6
12-31-2016		199,244		0		89,678		181,586		0		0		102.880		0.000		0.000		18,681.0		0.0		0.0		18,681.0
12-31-2017		269,342		0		121,189		208,268		0		0		102.880		0.000		0.000		21,422.0		0.0		0.0		21,422.0
12-31-2018		1,413,777		0		636,289		1,278,133		0		0		102.880		0.000		0.000		131,486.8		0.0		0.0		131,486.8
12-31-2019		1,759,272		0		791,685		1,570,669		0		0		102.880		0.000		0.000		161,593.7		0.0		0.0		161,593.7
12-31-2020		1,618,531		0		728,350		1,433,222		0		0		102.880		0.000		0.000		147,464.4		0.0		0.0		147,464.4
12-31-2021		1,489,068		0		670,018		1,288,211		0		0		102.880		0.000		0.000		132,533.6		0.0		0.0		132,533.6
12-31-2022		1,369,782		0		616,344		1,181,188		0		0		102.880		0.000		0.000		121,508.3		0.0		0.0		121,508.3
12-31-2023		1,248,202		0		561,654		1,077,111		0		0		102.880		0.000		0.000		110,817.0		0.0		0.0		110,817.0
12-31-2024		1,131,296		0		509,027		978,654		0		0		102.880		0.000		0.000		100,692.8		0.0		0.0		100,692.8
12-31-2025		993,572		0		447,172		859,635		0		0		102.880		0.000		0.000		88,434.6		0.0		0.0		88,434.6
12-31-2026		768,903		0		346,012		665,220		0		0		102.880		0.000		0.000		68,448.9		0.0		0.0		68,448.9
12-31-2027		576,720		0		259,500		498,437		0		0		102.880		0.000		0.000		51,283.8		0.0		0.0		51,283.8
SUBTOTAL		12,884,852		0		5,798,157		11,263,354		0		0		102.880		0.000		0.000		1,158,791.3		0.0		0.0		1,158,791.3
REMAINING		1,231,924		0		554,418		1,062,813		0		0		102.880		0.000		0.000		109,359.7		0.0		0.0		109,359.7
TOTAL		14,116,776		0		6,352,575		12,326,167		0		0		102.880		0.000		0.000		1,268,151.0		0.0		0.0		1,268,151.0
CUM PROD		0				0
ULTIMATE		14,116,776				6,352,575

PERIOD ENDING M-D-Y	NUMBER OF ACTIVE COMPLETIONS				NET DEDUCTIONS/EXPENDITURES										FUTURE NET REVENUE						PRESENT WORTH PROFILE
					TAXES				CAPITAL COST M$		ABDNMNT COST M$		OPERATING EXPENSE M$		UNDISCOUNTED				DISC AT 10.000%
					PRODUCTION M$		AD VALOREM M$								PERIOD M$		CUM M$		CUM M$		DISC RATE %		CUM PW M$
	GROSS		NET
12-31-2013		0		0.00		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		8.000		364,634.6
12-31-2014		0		0.00		0.1		0.7		0.0		0.0		9.0		30.0		30.0		27.2		12.000		270,589.2
12-31-2015		0		0.00		10.1		77.9		0.0		0.0		991.9		3,304.7		3,334.7		2,752.4		15.000		218,993.6
12-31-2016		0		0.00		22.2		343.8		0.0		0.0		4,239.1		14,075.9		17,410.6		13,674.8		20.000		157,151.6
12-31-2017		86		81.00		33.5		393.2		47,810.3		0.0		5,375.7		-32,190.7		-14,780.1		-8,128.3		25.000		115,465.8
12-31-2018		238		235.55		179.5		2,406.0		52,887.5		0.0		38,626.5		37,387.3		22,607.2		14,360.6		30.000		86,613.9
12-31-2019		238		230.86		220.2		2,955.5		0.0		0.0		46,502.5		111,915.5		134,522.7		79,615.7		35.000		66,195.4
12-31-2020		238		233.18		208.9		2,691.0		0.0		0.0		43,084.3		101,480.2		236,002.9		133,440.6		40.000		51,453.8
12-31-2021		238		226.67		185.3		2,421.6		0.0		0.0		39,481.8		90,444.9		326,447.8		177,049.6		45.000		40,582.6
12-31-2022		238		226.18		162.6		2,216.3		0.0		0.0		36,932.4		82,197.0		408,644.8		213,072.2		50.000		32,453.8
12-31-2023		238		226.18		145.8		2,021.1		-11.0		0.0		34,551.6		74,109.5		482,754.3		242,611.8
12-31-2024		238		227.18		137.2		1,840.2		0.0		0.0		32,335.4		66,380.0		549,134.3		266,653.3
12-31-2025		238		227.18		121.9		1,609.1		0.0		0.0		29,662.6		57,041.0		606,175.3		285,461.6
12-31-2026		238		227.18		88.2		1,253.8		0.0		0.0		25,146.4		41,960.5		648,135.8		298,042.7
12-31-2027		238		226.86		69.8		944.0		0.0		0.0		21,218.8		29,051.2		677,187.0		305,966.6
SUBTOTAL						1,585.3		21,174.2		100,686.8		0.0		358,158.0		677,187.0		677,187.0		305,966.6
REMAINING						150.2		2,001.7		0.0		11,314.5		68,247.1		27,646.2		704,833.2		313,365.6
TOTAL OF 19.3 YRS						1,735.5		23,175.9		100,686.8		11,314.5		426,405.1		704,833.2		704,833.2		313,365.6

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 23

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROBABLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

LEASE NUMBER	LEASE NAME	ACTIVE COMPLTNS				GROSS ULTIMATE				WORKING INTEREST				REVENUE INTEREST				OIL/COND $/BBL				NGL $/BBL				GAS $/MCF				GROSS OPERATING EXPENSE M$/M				LIFE YRS
						OIL/COND BBL		GAS MCF
		OIL		GAS						START		END		START		END		START		END		START		END		START		END		START		END
CALIFORNIA
ORCUTT FIELD, SANTA BARBARA COUNTY
510001	110 WELL 001 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510002	110 WELL 002 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510003	110 WELL 003 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510004	110 WELL 004 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510005	110 WELL 005 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510006	110 WELL 006 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510007	110 WELL 007 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510008	110 WELL 008 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510009	110 WELL 009 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510010	110 WELL 010 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510011	110 WELL 011 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510012	110 WELL 012 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510013	110 WELL 013 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510014	110 WELL 014 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510015	110 WELL 015 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510016	110 WELL 016 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510017	110 WELL 017 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510018	110 WELL 018 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510019	110 WELL 019 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510020	110 WELL 020 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510021	110 WELL 021 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510022	110 WELL 022 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510023	110 WELL 023 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510024	110 WELL 024 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510025	110 WELL 025 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510026	110 WELL 026 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510027	110 WELL 027 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510028	110 WELL 028 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510029	110 WELL 029 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510030	110 WELL 030 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510031	110 WELL 031 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510032	110 WELL 032 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510033	110 WELL 033 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510034	110 WELL 034 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510035	110 WELL 035 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510036	110 WELL 036 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510037	110 WELL 037 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510038	110 WELL 038 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510039	110 WELL 039 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510040	110 WELL 040 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510041	110 WELL 041 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510042	110 WELL 042 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 24

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROBABLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL TAXES M$		NET CAP COST M$		ABDNMNT COST M$		OPERATING EXPENSE M$		NET REVENUE M$		CUM P.W. 10.000% M$
LEASE NUMBER	LEASE NAME	OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL M$		NGL M$		GAS M$
CALIFORNIA
ORCUTT FIELD, SANTA BARBARA COUNTY
510001	110 WELL 001 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510002	110 WELL 002 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510003	110 WELL 003 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510004	110 WELL 004 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510005	110 WELL 005 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510006	110 WELL 006 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510007	110 WELL 007 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510008	110 WELL 008 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510009	110 WELL 009 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510010	110 WELL 010 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510011	110 WELL 011 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510012	110 WELL 012 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510013	110 WELL 013 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510014	110 WELL 014 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510015	110 WELL 015 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510016	110 WELL 016 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510017	110 WELL 017 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510018	110 WELL 018 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510019	110 WELL 019 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510020	110 WELL 020 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510021	110 WELL 021 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510022	110 WELL 022 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510023	110 WELL 023 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510024	110 WELL 024 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510025	110 WELL 025 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510026	110 WELL 026 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510027	110 WELL 027 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510028	110 WELL 028 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510029	110 WELL 029 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510030	110 WELL 030 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510031	110 WELL 031 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510032	110 WELL 032 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510033	110 WELL 033 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510034	110 WELL 034 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510035	110 WELL 035 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510036	110 WELL 036 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510037	110 WELL 037 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510038	110 WELL 038 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510039	110 WELL 039 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510040	110 WELL 040 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510041	110 WELL 041 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510042	110 WELL 042 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 25

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROBABLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

LEASE NUMBER	LEASE NAME	ACTIVE COMPLTNS				GROSS ULTIMATE				WORKING INTEREST				REVENUE INTEREST				OIL/COND $/BBL				NGL $/BBL				GAS $/MCF				GROSS OPERATING EXPENSE M$/M				LIFE YRS
						OIL/COND		GAS
		OIL		GAS		BBL		MCF		START		END		START		END		START		END		START		END		START		END		START		END
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
510043	110 WELL 043 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510044	110 WELL 044 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510045	110 WELL 045 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510046	110 WELL 046 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510047	110 WELL 047 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510048	110 WELL 048 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510049	110 WELL 049 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510050	110 WELL 050 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510051	110 WELL 051 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510052	110 WELL 052 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510053	110 WELL 053 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510054	110 WELL 054 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510055	110 WELL 055 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510056	110 WELL 056 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510057	110 WELL 057 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510058	110 WELL 058 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510059	110 WELL 059 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510060	110 WELL 060 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510061	110 WELL 061 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510062	110 WELL 062 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510063	110 WELL 063 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510064	110 WELL 064 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510065	110 WELL 065 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510066	110 WELL 066 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510067	110 WELL 067 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510068	110 WELL 068 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510069	110 WELL 069 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510070	110 WELL 070 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510071	110 WELL 071 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510072	110 WELL 072 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510073	110 WELL 073 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510074	110 WELL 074 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510075	110 WELL 075 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510076	110 WELL 076 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510077	110 WELL 077 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510078	110 WELL 078 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510079	110 WELL 079 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510080	110 WELL 080 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510081	110 WELL 081 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510082	110 WELL 082 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510083	110 WELL 083 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510084	110 WELL 084 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 26

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROBABLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL		NET CAP		ABDNMNT		OPERATING		NET		CUM P.W.
LEASE		OIL		NGL		GAS		OIL		NGL		GAS		OIL		NGL		GAS		TAXES		COST		COST		EXPENSE		REVENUE		10.000%
NUMBER	LEASE NAME	BBL		BBL		MCF		BBL		BBL		MCF		M$		M$		M$		M$		M$		M$		M$		M$		M$
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
510043	110 WELL 043 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510044	110 WELL 044 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510045	110 WELL 045 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510046	110 WELL 046 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510047	110 WELL 047 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510048	110 WELL 048 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510049	110 WELL 049 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510050	110 WELL 050 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510051	110 WELL 051 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510052	110 WELL 052 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510053	110 WELL 053 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510054	110 WELL 054 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510055	110 WELL 055 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510056	110 WELL 056 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510057	110 WELL 057 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510058	110 WELL 058 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510059	110 WELL 059 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510060	110 WELL 060 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510061	110 WELL 061 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510062	110 WELL 062 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510063	110 WELL 063 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510064	110 WELL 064 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510065	110 WELL 065 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510066	110 WELL 066 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510067	110 WELL 067 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510068	110 WELL 068 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510069	110 WELL 069 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510070	110 WELL 070 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510071	110 WELL 071 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510072	110 WELL 072 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510073	110 WELL 073 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510074	110 WELL 074 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510075	110 WELL 075 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510076	110 WELL 076 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510077	110 WELL 077 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510078	110 WELL 078 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510079	110 WELL 079 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510080	110 WELL 080 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510081	110 WELL 081 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510082	110 WELL 082 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510083	110 WELL 083 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510084	110 WELL 084 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 27

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROBABLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

LEASE NUMBER	LEASE NAME	ACTIVE COMPLTNS				GROSS ULTIMATE				WORKING INTEREST				REVENUE INTEREST				OIL/COND $/BBL				NGL $/BBL				GAS $/MCF				GROSS OPERATING EXPENSE M$/M				LIFE YRS
						OIL/COND		GAS
		OIL		GAS		BBL		MCF		START		END		START		END		START		END		START		END		START		END		START		END
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
510085	110 WELL 085 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510086	110 WELL 086 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510087	110 WELL 087 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510088	110 WELL 088 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510089	110 WELL 089 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510090	110 WELL 090 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510091	110 WELL 091 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510092	110 WELL 092 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510093	110 WELL 093 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510094	110 WELL 094 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510095	110 WELL 095 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510096	110 WELL 096 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510097	110 WELL 097 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510098	110 WELL 098 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510099	110 WELL 099 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.6
510100	110 WELL 100 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.7
510101	110 WELL 101 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.7
510102	110 WELL 102 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.7
510103	110 WELL 103 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.7
510104	110 WELL 104 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.7
510105	110 WELL 105 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.7
510106	110 WELL 106 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.7
510107	110 WELL 107 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.7
510108	110 WELL 108 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.7
510109	110 WELL 109 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.7
510110	110 WELL 110 IPB		1		0		13,967		6,285		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		16.7
510119	2014X RD IPB		1		0		14,019		6,309		100.000		100.000		91.129		91.129		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.7		15.7
520001	FBO LOC 001 IPB		1		0		13,970		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		18.3
520002	FBO LOC 002 IPB		1		0		13,970		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		18.3
520003	FBO LOC 003 IPB		1		0		13,970		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		18.3
520004	FBO LOC 004 IPB		1		0		13,970		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		18.3
520005	FBO LOC 005 IPB		1		0		13,970		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		18.3
520006	FBO LOC 006 IPB		1		0		13,970		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		18.3
520007	FBO LOC 007 IPB		1		0		13,970		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		18.3
520008	FBO LOC 008 IPB		1		0		13,970		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		18.3
520009	FBO LOC 009 IPB		1		0		13,970		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		18.3
520010	FBO LOC 010 IPB		1		0		13,970		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		18.3
520011	FBO LOC 011 IPB		1		0		13,970		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		18.3
520012	FBO LOC 012 IPB		1		0		13,970		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		18.3
520013	FBO LOC 013 IPB		1		0		13,970		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		18.3
520014	FBO LOC 014 IPB		1		0		13,970		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		18.3
520015	FBO LOC 015 IPB		1		0		13,970		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		18.3

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 28

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROBABLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL		NET CAP		ABDNMNT		OPERATING		NET		CUM P.W.
LEASE		OIL		NGL		GAS		OIL		NGL		GAS		OIL		NGL		GAS		TAXES		COST		COST		EXPENSE		REVENUE		10.000%
NUMBER	LEASE NAME	BBL		BBL		MCF		BBL		BBL		MCF		M$		M$		M$		M$		M$		M$		M$		M$		M$
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
510085	110 WELL 085 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510086	110 WELL 086 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510087	110 WELL 087 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510088	110 WELL 088 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510089	110 WELL 089 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510090	110 WELL 090 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510091	110 WELL 091 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510092	110 WELL 092 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510093	110 WELL 093 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510094	110 WELL 094 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510095	110 WELL 095 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510096	110 WELL 096 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510097	110 WELL 097 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510098	110 WELL 098 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510099	110 WELL 099 IPB		13,967		0		6,285		11,881		0		0		1,222.4		0.0		0.0		24.1		-0.1		0.0		283.2		915.2		503.4
510100	110 WELL 100 IPB		13,967		0		6,285		11,872		0		0		1,221.6		0.0		0.0		23.9		-0.1		0.0		282.9		914.9		498.7
510101	110 WELL 101 IPB		13,967		0		6,285		11,872		0		0		1,221.6		0.0		0.0		23.9		-0.1		0.0		282.9		914.9		498.7
510102	110 WELL 102 IPB		13,967		0		6,285		11,872		0		0		1,221.6		0.0		0.0		23.9		-0.1		0.0		282.9		914.9		498.7
510103	110 WELL 103 IPB		13,967		0		6,285		11,872		0		0		1,221.6		0.0		0.0		23.9		-0.1		0.0		282.9		914.9		498.7
510104	110 WELL 104 IPB		13,967		0		6,285		11,872		0		0		1,221.6		0.0		0.0		23.9		-0.1		0.0		282.9		914.9		498.7
510105	110 WELL 105 IPB		13,967		0		6,285		11,872		0		0		1,221.6		0.0		0.0		23.9		-0.1		0.0		282.9		914.9		498.7
510106	110 WELL 106 IPB		13,967		0		6,285		11,872		0		0		1,221.6		0.0		0.0		23.9		-0.1		0.0		282.9		914.9		498.7
510107	110 WELL 107 IPB		13,967		0		6,285		11,872		0		0		1,221.6		0.0		0.0		23.9		-0.1		0.0		282.9		914.9		498.7
510108	110 WELL 108 IPB		13,967		0		6,285		11,872		0		0		1,221.6		0.0		0.0		23.9		-0.1		0.0		282.9		914.9		498.7
510109	110 WELL 109 IPB		13,967		0		6,285		11,872		0		0		1,221.6		0.0		0.0		23.9		-0.1		0.0		282.9		914.9		498.7
510110	110 WELL 110 IPB		13,967		0		6,285		11,872		0		0		1,221.6		0.0		0.0		23.9		-0.1		0.0		282.9		914.9		498.7
510119	2014X RD IPB		14,019		0		6,309		12,776		0		0		1,314.3		0.0		0.0		25.8		0.0		0.0		308.6		979.9		593.8
520001	FBO LOC 001 IPB		13,970		0		6,287		12,041		0		0		1,238.9		0.0		0.0		24.4		0.0		0.0		288.1		926.4		429.1
520002	FBO LOC 002 IPB		13,970		0		6,287		12,041		0		0		1,238.9		0.0		0.0		24.4		0.0		0.0		288.1		926.4		429.1
520003	FBO LOC 003 IPB		13,970		0		6,287		12,041		0		0		1,238.9		0.0		0.0		24.4		0.0		0.0		288.1		926.4		429.1
520004	FBO LOC 004 IPB		13,970		0		6,287		12,041		0		0		1,238.9		0.0		0.0		24.4		0.0		0.0		288.1		926.4		429.1
520005	FBO LOC 005 IPB		13,970		0		6,287		12,041		0		0		1,238.9		0.0		0.0		24.4		0.0		0.0		288.1		926.4		429.1
520006	FBO LOC 006 IPB		13,970		0		6,287		12,041		0		0		1,238.9		0.0		0.0		24.4		0.0		0.0		288.1		926.4		429.1
520007	FBO LOC 007 IPB		13,970		0		6,287		12,041		0		0		1,238.9		0.0		0.0		24.4		0.0		0.0		288.1		926.4		429.1
520008	FBO LOC 008 IPB		13,970		0		6,287		12,041		0		0		1,238.9		0.0		0.0		24.4		0.0		0.0		288.1		926.4		429.1
520009	FBO LOC 009 IPB		13,970		0		6,287		12,041		0		0		1,238.9		0.0		0.0		24.4		0.0		0.0		288.1		926.4		429.1
520010	FBO LOC 010 IPB		13,970		0		6,287		12,041		0		0		1,238.9		0.0		0.0		24.4		0.0		0.0		288.1		926.4		429.1
520011	FBO LOC 011 IPB		13,970		0		6,287		12,041		0		0		1,238.9		0.0		0.0		24.4		0.0		0.0		288.1		926.4		429.1
520012	FBO LOC 012 IPB		13,970		0		6,287		12,041		0		0		1,238.9		0.0		0.0		24.4		0.0		0.0		288.1		926.4		429.1
520013	FBO LOC 013 IPB		13,970		0		6,287		12,041		0		0		1,238.9		0.0		0.0		24.4		0.0		0.0		288.1		926.4		429.1
520014	FBO LOC 014 IPB		13,970		0		6,287		12,041		0		0		1,238.9		0.0		0.0		24.4		0.0		0.0		288.1		926.4		429.1
520015	FBO LOC 015 IPB		13,970		0		6,287		12,041		0		0		1,238.9		0.0		0.0		24.4		0.0		0.0		288.1		926.4		429.1

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 29

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROBABLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

LEASE NUMBER	LEASE NAME	ACTIVE COMPLTNS				GROSS ULTIMATE				WORKING INTEREST				REVENUE INTEREST				OIL/COND $/BBL				NGL $/BBL				GAS $/MCF				GROSS OPERATING EXPENSE M$/M				LIFE YRS
						OIL/COND		GAS
		OIL		GAS		BBL		MCF		START		END		START		END		START		END		START		END		START		END		START		END
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
520016	FBO LOC 016 IPB		1		0		13,970		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		18.3
520017	FBO LOC 017 IPB		1		0		13,970		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		18.3
520018	FBO LOC 018 IPB		1		0		13,970		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		18.3
520019	FBO LOC 019 IPB		1		0		13,970		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		18.3
520020	FBO LOC 020 IPB		1		0		13,970		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		18.3
520021	FBO LOC 021 IPB		1		0		13,970		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		18.3
520022	FBO LOC 022 IPB		1		0		13,970		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		18.3
520023	FBO LOC 023 IPB		1		0		13,970		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		18.3
520024	FBO LOC 024 IPB		1		0		13,970		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		18.3
520025	FBO LOC 025 IPB		1		0		13,970		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		18.3
520026	FBO LOC 026 IPB		1		0		13,970		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		18.3
520027	FBO LOC 027 IPB		1		0		13,970		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		18.3
520028	FBO LOC 028 IPB		1		0		13,972		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520029	FBO LOC 029 IPB		1		0		13,972		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520030	FBO LOC 030 IPB		1		0		13,972		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520031	FBO LOC 031 IPB		1		0		13,972		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520032	FBO LOC 032 IPB		1		0		13,972		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520033	FBO LOC 033 IPB		1		0		13,972		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520034	FBO LOC 034 IPB		1		0		13,972		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520035	FBO LOC 035 IPB		1		0		13,972		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520036	FBO LOC 036 IPB		1		0		13,972		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520037	FBO LOC 037 IPB		1		0		13,972		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520038	FBO LOC 038 IPB		1		0		13,972		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520039	FBO LOC 039 IPB		1		0		13,972		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520040	FBO LOC 040 IPB		1		0		13,972		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520041	FBO LOC 041 IPB		1		0		13,972		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520042	FBO LOC 042 IPB		1		0		13,972		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520043	FBO LOC 043 IPB		1		0		13,972		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520044	FBO LOC 044 IPB		1		0		13,972		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520045	FBO LOC 045 IPB		1		0		13,972		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520046	FBO LOC 046 IPB		1		0		13,972		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520047	FBO LOC 047 IPB		1		0		13,972		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520048	FBO LOC 048 IPB		1		0		13,972		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520049	FBO LOC 049 IPB		1		0		13,972		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520050	FBO LOC 050 IPB		1		0		13,972		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520051	FBO LOC 051 IPB		1		0		13,972		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520052	FBO LOC 052 IPB		1		0		13,972		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520053	FBO LOC 053 IPB		1		0		13,972		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520054	FBO LOC 054 IPB		1		0		13,972		6,287		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520055	FBO LOC 055 IPB		1		0		13,973		6,288		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520056	FBO LOC 056 IPB		1		0		13,973		6,288		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520057	FBO LOC 057 IPB		1		0		13,973		6,288		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 30

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROBABLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL		NET CAP		ABDNMNT		OPERATING		NET		CUM P.W.
LEASE		OIL		NGL		GAS		OIL		NGL		GAS		OIL		NGL		GAS		TAXES		COST		COST		EXPENSE		REVENUE		10.000%
NUMBER	LEASE NAME	BBL		BBL		MCF		BBL		BBL		MCF		M$		M$		M$		M$		M$		M$		M$		M$		M$
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
520016	FBO LOC 016 IPB		13,970		0		6,287		12,041		0		0		1,238.9		0.0		0.0		24.4		0.0		0.0		288.1		926.4		429.1
520017	FBO LOC 017 IPB		13,970		0		6,287		12,041		0		0		1,238.9		0.0		0.0		24.4		0.0		0.0		288.1		926.4		429.1
520018	FBO LOC 018 IPB		13,970		0		6,287		12,041		0		0		1,238.9		0.0		0.0		24.4		0.0		0.0		288.1		926.4		429.1
520019	FBO LOC 019 IPB		13,970		0		6,287		12,041		0		0		1,238.9		0.0		0.0		24.4		0.0		0.0		288.1		926.4		429.1
520020	FBO LOC 020 IPB		13,970		0		6,287		12,041		0		0		1,238.9		0.0		0.0		24.4		0.0		0.0		288.1		926.4		429.1
520021	FBO LOC 021 IPB		13,970		0		6,287		12,041		0		0		1,238.9		0.0		0.0		24.4		0.0		0.0		288.1		926.4		429.1
520022	FBO LOC 022 IPB		13,970		0		6,287		12,041		0		0		1,238.9		0.0		0.0		24.4		0.0		0.0		288.1		926.4		429.1
520023	FBO LOC 023 IPB		13,970		0		6,287		12,041		0		0		1,238.9		0.0		0.0		24.4		0.0		0.0		288.1		926.4		429.1
520024	FBO LOC 024 IPB		13,970		0		6,287		12,041		0		0		1,238.9		0.0		0.0		24.4		0.0		0.0		288.1		926.4		429.1
520025	FBO LOC 025 IPB		13,970		0		6,287		12,041		0		0		1,238.9		0.0		0.0		24.4		0.0		0.0		288.1		926.4		429.1
520026	FBO LOC 026 IPB		13,970		0		6,287		12,041		0		0		1,238.9		0.0		0.0		24.4		0.0		0.0		288.1		926.4		429.1
520027	FBO LOC 027 IPB		13,970		0		6,287		12,041		0		0		1,238.9		0.0		0.0		24.4		0.0		0.0		288.1		926.4		429.1
520028	FBO LOC 028 IPB		13,972		0		6,287		12,042		0		0		1,239.1		0.0		0.0		24.5		0.0		0.0		288.3		926.3		426.0
520029	FBO LOC 029 IPB		13,972		0		6,287		12,042		0		0		1,239.1		0.0		0.0		24.5		0.0		0.0		288.3		926.3		426.0
520030	FBO LOC 030 IPB		13,972		0		6,287		12,042		0		0		1,239.1		0.0		0.0		24.5		0.0		0.0		288.3		926.3		426.0
520031	FBO LOC 031 IPB		13,972		0		6,287		12,042		0		0		1,239.1		0.0		0.0		24.5		0.0		0.0		288.3		926.3		426.0
520032	FBO LOC 032 IPB		13,972		0		6,287		12,042		0		0		1,239.1		0.0		0.0		24.5		0.0		0.0		288.3		926.3		426.0
520033	FBO LOC 033 IPB		13,972		0		6,287		12,042		0		0		1,239.1		0.0		0.0		24.5		0.0		0.0		288.3		926.3		426.0
520034	FBO LOC 034 IPB		13,972		0		6,287		12,042		0		0		1,239.1		0.0		0.0		24.5		0.0		0.0		288.3		926.3		426.0
520035	FBO LOC 035 IPB		13,972		0		6,287		12,042		0		0		1,239.1		0.0		0.0		24.5		0.0		0.0		288.3		926.3		426.0
520036	FBO LOC 036 IPB		13,972		0		6,287		12,042		0		0		1,239.1		0.0		0.0		24.5		0.0		0.0		288.3		926.3		426.0
520037	FBO LOC 037 IPB		13,972		0		6,287		12,042		0		0		1,239.1		0.0		0.0		24.5		0.0		0.0		288.3		926.3		426.0
520038	FBO LOC 038 IPB		13,972		0		6,287		12,042		0		0		1,239.1		0.0		0.0		24.5		0.0		0.0		288.3		926.3		426.0
520039	FBO LOC 039 IPB		13,972		0		6,287		12,042		0		0		1,239.1		0.0		0.0		24.5		0.0		0.0		288.3		926.3		426.0
520040	FBO LOC 040 IPB		13,972		0		6,287		12,042		0		0		1,239.1		0.0		0.0		24.5		0.0		0.0		288.3		926.3		426.0
520041	FBO LOC 041 IPB		13,972		0		6,287		12,042		0		0		1,239.1		0.0		0.0		24.5		0.0		0.0		288.3		926.3		426.0
520042	FBO LOC 042 IPB		13,972		0		6,287		12,042		0		0		1,239.1		0.0		0.0		24.5		0.0		0.0		288.3		926.3		426.0
520043	FBO LOC 043 IPB		13,972		0		6,287		12,042		0		0		1,239.1		0.0		0.0		24.5		0.0		0.0		288.3		926.3		426.0
520044	FBO LOC 044 IPB		13,972		0		6,287		12,042		0		0		1,239.1		0.0		0.0		24.5		0.0		0.0		288.3		926.3		426.0
520045	FBO LOC 045 IPB		13,972		0		6,287		12,042		0		0		1,239.1		0.0		0.0		24.5		0.0		0.0		288.3		926.3		426.0
520046	FBO LOC 046 IPB		13,972		0		6,287		12,042		0		0		1,239.1		0.0		0.0		24.5		0.0		0.0		288.3		926.3		426.0
520047	FBO LOC 047 IPB		13,972		0		6,287		12,042		0		0		1,239.1		0.0		0.0		24.5		0.0		0.0		288.3		926.3		426.0
520048	FBO LOC 048 IPB		13,972		0		6,287		12,042		0		0		1,239.1		0.0		0.0		24.5		0.0		0.0		288.3		926.3		426.0
520049	FBO LOC 049 IPB		13,972		0		6,287		12,042		0		0		1,239.1		0.0		0.0		24.5		0.0		0.0		288.3		926.3		426.0
520050	FBO LOC 050 IPB		13,972		0		6,287		12,042		0		0		1,239.1		0.0		0.0		24.5		0.0		0.0		288.3		926.3		426.0
520051	FBO LOC 051 IPB		13,972		0		6,287		12,042		0		0		1,239.1		0.0		0.0		24.5		0.0		0.0		288.3		926.3		426.0
520052	FBO LOC 052 IPB		13,972		0		6,287		12,042		0		0		1,239.1		0.0		0.0		24.5		0.0		0.0		288.3		926.3		426.0
520053	FBO LOC 053 IPB		13,972		0		6,287		12,042		0		0		1,239.1		0.0		0.0		24.5		0.0		0.0		288.3		926.3		426.0
520054	FBO LOC 054 IPB		13,972		0		6,287		12,042		0		0		1,239.1		0.0		0.0		24.5		0.0		0.0		288.3		926.3		426.0
520055	FBO LOC 055 IPB		13,973		0		6,288		12,044		0		0		1,239.0		0.0		0.0		24.5		0.0		0.0		288.7		925.8		422.3
520056	FBO LOC 056 IPB		13,973		0		6,288		12,044		0		0		1,239.0		0.0		0.0		24.5		0.0		0.0		288.7		925.8		422.3
520057	FBO LOC 057 IPB		13,973		0		6,288		12,044		0		0		1,239.0		0.0		0.0		24.5		0.0		0.0		288.7		925.8		422.3

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 31

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROBABLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/COND				NGL				GAS				GROSS OPERATING
LEASE		COMPLTNS				OIL/COND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
NUMBER	LEASE NAME	OIL		GAS		BBL		MCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
520058	FBO LOC 058 IPB		1		0		13,973		6,288		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520059	FBO LOC 059 IPB		1		0		13,973		6,288		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520060	FBO LOC 060 IPB		1		0		13,973		6,288		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520061	FBO LOC 061 IPB		1		0		13,973		6,288		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520062	FBO LOC 062 IPB		1		0		13,973		6,288		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520063	FBO LOC 063 IPB		1		0		13,973		6,288		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520064	FBO LOC 064 IPB		1		0		13,973		6,288		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520065	FBO LOC 065 IPB		1		0		13,973		6,288		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520066	FBO LOC 066 IPB		1		0		13,973		6,288		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520067	FBO LOC 067 IPB		1		0		13,973		6,288		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520068	FBO LOC 068 IPB		1		0		13,973		6,288		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520069	FBO LOC 069 IPB		1		0		13,973		6,288		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520070	FBO LOC 070 IPB		1		0		13,973		6,288		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520071	FBO LOC 071 IPB		1		0		13,973		6,288		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520072	FBO LOC 072 IPB		1		0		13,973		6,288		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520073	FBO LOC 073 IPB		1		0		13,973		6,288		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520074	FBO LOC 074 IPB		1		0		13,973		6,288		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520075	FBO LOC 075 IPB		1		0		13,973		6,288		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520076	FBO LOC 076 IPB		1		0		13,973		6,288		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520077	FBO LOC 077 IPB		1		0		13,973		6,288		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520078	FBO LOC 078 IPB		1		0		13,973		6,288		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520079	FBO LOC 079 IPB		1		0		13,973		6,288		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520080	FBO LOC 080 IPB		1		0		13,973		6,288		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520081	FBO LOC 081 IPB		1		0		13,973		6,288		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520082	FBO LOC 082 IPB		1		0		13,974		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520083	FBO LOC 083 IPB		1		0		13,974		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520084	FBO LOC 084 IPB		1		0		13,974		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520085	FBO LOC 085 IPB		1		0		13,974		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520086	FBO LOC 086 IPB		1		0		13,974		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520087	FBO LOC 087 IPB		1		0		13,974		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520088	FBO LOC 088 IPB		1		0		13,974		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520089	FBO LOC 089 IPB		1		0		13,974		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520090	FBO LOC 090 IPB		1		0		13,974		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520091	FBO LOC 091 IPB		1		0		13,974		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520092	FBO LOC 092 IPB		1		0		13,974		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520093	FBO LOC 093 IPB		1		0		13,974		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520094	FBO LOC 094 IPB		1		0		13,974		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520095	FBO LOC 095 IPB		1		0		13,974		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520096	FBO LOC 096 IPB		1		0		13,974		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520097	FBO LOC 097 IPB		1		0		13,974		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520098	FBO LOC 098 IPB		1		0		13,974		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520099	FBO LOC 099 IPB		1		0		13,974		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 32

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROBABLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL		NET CAP		ABDNMNT		OPERATING		NET		CUM P.W.
LEASE		OIL		NGL		GAS		OIL		NGL		GAS		OIL		NGL		GAS		TAXES		COST		COST		EXPENSE		REVENUE		10.000%
NUMBER	LEASE NAME	BBL		BBL		MCF		BBL		BBL		MCF		M$		M$		M$		M$		M$		M$		M$		M$		M$
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
520058	FBO LOC 058 IPB		13,973		0		6,288		12,044		0		0		1,239.0		0.0		0.0		24.5		0.0		0.0		288.7		925.8		422.3
520059	FBO LOC 059 IPB		13,973		0		6,288		12,044		0		0		1,239.0		0.0		0.0		24.5		0.0		0.0		288.7		925.8		422.3
520060	FBO LOC 060 IPB		13,973		0		6,288		12,044		0		0		1,239.0		0.0		0.0		24.5		0.0		0.0		288.7		925.8		422.3
520061	FBO LOC 061 IPB		13,973		0		6,288		12,044		0		0		1,239.0		0.0		0.0		24.5		0.0		0.0		288.7		925.8		422.3
520062	FBO LOC 062 IPB		13,973		0		6,288		12,044		0		0		1,239.0		0.0		0.0		24.5		0.0		0.0		288.7		925.8		422.3
520063	FBO LOC 063 IPB		13,973		0		6,288		12,044		0		0		1,239.0		0.0		0.0		24.5		0.0		0.0		288.7		925.8		422.3
520064	FBO LOC 064 IPB		13,973		0		6,288		12,044		0		0		1,239.0		0.0		0.0		24.5		0.0		0.0		288.7		925.8		422.3
520065	FBO LOC 065 IPB		13,973		0		6,288		12,044		0		0		1,239.0		0.0		0.0		24.5		0.0		0.0		288.7		925.8		422.3
520066	FBO LOC 066 IPB		13,973		0		6,288		12,044		0		0		1,239.0		0.0		0.0		24.5		0.0		0.0		288.7		925.8		422.3
520067	FBO LOC 067 IPB		13,973		0		6,288		12,044		0		0		1,239.0		0.0		0.0		24.5		0.0		0.0		288.7		925.8		422.3
520068	FBO LOC 068 IPB		13,973		0		6,288		12,044		0		0		1,239.0		0.0		0.0		24.5		0.0		0.0		288.7		925.8		422.3
520069	FBO LOC 069 IPB		13,973		0		6,288		12,044		0		0		1,239.0		0.0		0.0		24.5		0.0		0.0		288.7		925.8		422.3
520070	FBO LOC 070 IPB		13,973		0		6,288		12,044		0		0		1,239.0		0.0		0.0		24.5		0.0		0.0		288.7		925.8		422.3
520071	FBO LOC 071 IPB		13,973		0		6,288		12,044		0		0		1,239.0		0.0		0.0		24.5		0.0		0.0		288.7		925.8		422.3
520072	FBO LOC 072 IPB		13,973		0		6,288		12,044		0		0		1,239.0		0.0		0.0		24.5		0.0		0.0		288.7		925.8		422.3
520073	FBO LOC 073 IPB		13,973		0		6,288		12,044		0		0		1,239.0		0.0		0.0		24.5		0.0		0.0		288.7		925.8		422.3
520074	FBO LOC 074 IPB		13,973		0		6,288		12,044		0		0		1,239.0		0.0		0.0		24.5		0.0		0.0		288.7		925.8		422.3
520075	FBO LOC 075 IPB		13,973		0		6,288		12,044		0		0		1,239.0		0.0		0.0		24.5		0.0		0.0		288.7		925.8		422.3
520076	FBO LOC 076 IPB		13,973		0		6,288		12,044		0		0		1,239.0		0.0		0.0		24.5		0.0		0.0		288.7		925.8		422.3
520077	FBO LOC 077 IPB		13,973		0		6,288		12,044		0		0		1,239.0		0.0		0.0		24.5		0.0		0.0		288.7		925.8		422.3
520078	FBO LOC 078 IPB		13,973		0		6,288		12,044		0		0		1,239.0		0.0		0.0		24.5		0.0		0.0		288.7		925.8		422.3
520079	FBO LOC 079 IPB		13,973		0		6,288		12,044		0		0		1,239.0		0.0		0.0		24.5		0.0		0.0		288.7		925.8		422.3
520080	FBO LOC 080 IPB		13,973		0		6,288		12,044		0		0		1,239.0		0.0		0.0		24.5		0.0		0.0		288.7		925.8		422.3
520081	FBO LOC 081 IPB		13,973		0		6,288		12,044		0		0		1,239.0		0.0		0.0		24.5		0.0		0.0		288.7		925.8		422.3
520082	FBO LOC 082 IPB		13,974		0		6,289		12,045		0		0		1,239.4		0.0		0.0		24.4		0.0		0.0		288.7		926.3		419.1
520083	FBO LOC 083 IPB		13,974		0		6,289		12,045		0		0		1,239.4		0.0		0.0		24.4		0.0		0.0		288.7		926.3		419.1
520084	FBO LOC 084 IPB		13,974		0		6,289		12,045		0		0		1,239.4		0.0		0.0		24.4		0.0		0.0		288.7		926.3		419.1
520085	FBO LOC 085 IPB		13,974		0		6,289		12,045		0		0		1,239.4		0.0		0.0		24.4		0.0		0.0		288.7		926.3		419.1
520086	FBO LOC 086 IPB		13,974		0		6,289		12,045		0		0		1,239.4		0.0		0.0		24.4		0.0		0.0		288.7		926.3		419.1
520087	FBO LOC 087 IPB		13,974		0		6,289		12,045		0		0		1,239.4		0.0		0.0		24.4		0.0		0.0		288.7		926.3		419.1
520088	FBO LOC 088 IPB		13,974		0		6,289		12,045		0		0		1,239.4		0.0		0.0		24.4		0.0		0.0		288.7		926.3		419.1
520089	FBO LOC 089 IPB		13,974		0		6,289		12,045		0		0		1,239.4		0.0		0.0		24.4		0.0		0.0		288.7		926.3		419.1
520090	FBO LOC 090 IPB		13,974		0		6,289		12,045		0		0		1,239.4		0.0		0.0		24.4		0.0		0.0		288.7		926.3		419.1
520091	FBO LOC 091 IPB		13,974		0		6,289		12,045		0		0		1,239.4		0.0		0.0		24.4		0.0		0.0		288.7		926.3		419.1
520092	FBO LOC 092 IPB		13,974		0		6,289		12,045		0		0		1,239.4		0.0		0.0		24.4		0.0		0.0		288.7		926.3		419.1
520093	FBO LOC 093 IPB		13,974		0		6,289		12,045		0		0		1,239.4		0.0		0.0		24.4		0.0		0.0		288.7		926.3		419.1
520094	FBO LOC 094 IPB		13,974		0		6,289		12,045		0		0		1,239.4		0.0		0.0		24.4		0.0		0.0		288.7		926.3		419.1
520095	FBO LOC 095 IPB		13,974		0		6,289		12,045		0		0		1,239.4		0.0		0.0		24.4		0.0		0.0		288.7		926.3		419.1
520096	FBO LOC 096 IPB		13,974		0		6,289		12,045		0		0		1,239.4		0.0		0.0		24.4		0.0		0.0		288.7		926.3		419.1
520097	FBO LOC 097 IPB		13,974		0		6,289		12,045		0		0		1,239.4		0.0		0.0		24.4		0.0		0.0		288.7		926.3		419.1
520098	FBO LOC 098 IPB		13,974		0		6,289		12,045		0		0		1,239.4		0.0		0.0		24.4		0.0		0.0		288.7		926.3		419.1
520099	FBO LOC 099 IPB		13,974		0		6,289		12,045		0		0		1,239.4		0.0		0.0		24.4		0.0		0.0		288.7		926.3		419.1

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 33

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROBABLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/COND				NGL				GAS				GROSS OPERATING
LEASE		COMPLTNS				OIL/COND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
NUMBER	LEASE NAME	OIL		GAS		BBL		MCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
520100	FBO LOC 100 IPB		1		0		13,974		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520101	FBO LOC 101 IPB		1		0		13,974		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520102	FBO LOC 102 IPB		1		0		13,974		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520103	FBO LOC 103 IPB		1		0		13,974		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520104	FBO LOC 104 IPB		1		0		13,974		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520105	FBO LOC 105 IPB		1		0		13,974		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520106	FBO LOC 106 IPB		1		0		13,974		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520107	FBO LOC 107 IPB		1		0		13,974		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520108	FBO LOC 108 IPB		1		0		13,974		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.9		18.3
520109	FBO LOC 109 IPB		1		0		13,976		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520110	FBO LOC 110 IPB		1		0		13,976		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520111	FBO LOC 111 IPB		1		0		13,976		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520112	FBO LOC 112 IPB		1		0		13,976		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520113	FBO LOC 113 IPB		1		0		13,976		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520114	FBO LOC 114 IPB		1		0		13,976		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520115	FBO LOC 115 IPB		1		0		13,976		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520116	FBO LOC 116 IPB		1		0		13,976		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520117	FBO LOC 117 IPB		1		0		13,976		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520118	FBO LOC 118 IPB		1		0		13,976		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520119	FBO LOC 119 IPB		1		0		13,976		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520120	FBO LOC 120 IPB		1		0		13,976		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520121	FBO LOC 121 IPB		1		0		13,976		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520122	FBO LOC 122 IPB		1		0		13,976		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520123	FBO LOC 123 IPB		1		0		13,976		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520124	FBO LOC 124 IPB		1		0		13,976		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520125	FBO LOC 125 IPB		1		0		13,976		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520126	FBO LOC 126 IPB		1		0		13,976		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520127	FBO LOC 127 IPB		1		0		13,976		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520128	FBO LOC 128 IPB		1		0		13,976		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520129	FBO LOC 129 IPB		1		0		13,976		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520130	FBO LOC 130 IPB		1		0		13,976		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520131	FBO LOC 131 IPB		1		0		13,976		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520132	FBO LOC 132 IPB		1		0		13,976		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520133	FBO LOC 133 IPB		1		0		13,976		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520134	FBO LOC 134 IPB		1		0		13,976		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520135	FBO LOC 135 IPB		1		0		13,976		6,289		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520136	FBO LOC 136 IPB		1		0		13,978		6,290		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520137	FBO LOC 137 IPB		1		0		13,978		6,290		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520138	FBO LOC 138 IPB		1		0		13,978		6,290		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520139	FBO LOC 139 IPB		1		0		13,978		6,290		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520140	FBO LOC 140 IPB		1		0		13,978		6,290		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520141	FBO LOC 141 IPB		1		0		13,978		6,290		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 34

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROBABLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL		NET CAP		ABDNMNT		OPERATING		NET		CUM P.W.
LEASE		OIL		NGL		GAS		OIL		NGL		GAS		OIL		NGL		GAS		TAXES		COST		COST		EXPENSE		REVENUE		10.000%
NUMBER	LEASE NAME	BBL		BBL		MCF		BBL		BBL		MCF		M$		M$		M$		M$		M$		M$		M$		M$		M$
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
520100	FBO LOC 100 IPB		13,974		0		6,289		12,045		0		0		1,239.4		0.0		0.0		24.4		0.0		0.0		288.7		926.3		419.1
520101	FBO LOC 101 IPB		13,974		0		6,289		12,045		0		0		1,239.4		0.0		0.0		24.4		0.0		0.0		288.7		926.3		419.1
520102	FBO LOC 102 IPB		13,974		0		6,289		12,045		0		0		1,239.4		0.0		0.0		24.4		0.0		0.0		288.7		926.3		419.1
520103	FBO LOC 103 IPB		13,974		0		6,289		12,045		0		0		1,239.4		0.0		0.0		24.4		0.0		0.0		288.7		926.3		419.1
520104	FBO LOC 104 IPB		13,974		0		6,289		12,045		0		0		1,239.4		0.0		0.0		24.4		0.0		0.0		288.7		926.3		419.1
520105	FBO LOC 105 IPB		13,974		0		6,289		12,045		0		0		1,239.4		0.0		0.0		24.4		0.0		0.0		288.7		926.3		419.1
520106	FBO LOC 106 IPB		13,974		0		6,289		12,045		0		0		1,239.4		0.0		0.0		24.4		0.0		0.0		288.7		926.3		419.1
520107	FBO LOC 107 IPB		13,974		0		6,289		12,045		0		0		1,239.4		0.0		0.0		24.4		0.0		0.0		288.7		926.3		419.1
520108	FBO LOC 108 IPB		13,974		0		6,289		12,045		0		0		1,239.4		0.0		0.0		24.4		0.0		0.0		288.7		926.3		419.1
520109	FBO LOC 109 IPB		13,976		0		6,289		12,046		0		0		1,239.4		0.0		0.0		24.3		0.0		0.0		288.9		926.2		415.7
520110	FBO LOC 110 IPB		13,976		0		6,289		12,046		0		0		1,239.4		0.0		0.0		24.3		0.0		0.0		288.9		926.2		415.7
520111	FBO LOC 111 IPB		13,976		0		6,289		12,046		0		0		1,239.4		0.0		0.0		24.3		0.0		0.0		288.9		926.2		415.7
520112	FBO LOC 112 IPB		13,976		0		6,289		12,046		0		0		1,239.4		0.0		0.0		24.3		0.0		0.0		288.9		926.2		415.7
520113	FBO LOC 113 IPB		13,976		0		6,289		12,046		0		0		1,239.4		0.0		0.0		24.3		0.0		0.0		288.9		926.2		415.7
520114	FBO LOC 114 IPB		13,976		0		6,289		12,046		0		0		1,239.4		0.0		0.0		24.3		0.0		0.0		288.9		926.2		415.7
520115	FBO LOC 115 IPB		13,976		0		6,289		12,046		0		0		1,239.4		0.0		0.0		24.3		0.0		0.0		288.9		926.2		415.7
520116	FBO LOC 116 IPB		13,976		0		6,289		12,046		0		0		1,239.4		0.0		0.0		24.3		0.0		0.0		288.9		926.2		415.7
520117	FBO LOC 117 IPB		13,976		0		6,289		12,046		0		0		1,239.4		0.0		0.0		24.3		0.0		0.0		288.9		926.2		415.7
520118	FBO LOC 118 IPB		13,976		0		6,289		12,046		0		0		1,239.4		0.0		0.0		24.3		0.0		0.0		288.9		926.2		415.7
520119	FBO LOC 119 IPB		13,976		0		6,289		12,046		0		0		1,239.4		0.0		0.0		24.3		0.0		0.0		288.9		926.2		415.7
520120	FBO LOC 120 IPB		13,976		0		6,289		12,046		0		0		1,239.4		0.0		0.0		24.3		0.0		0.0		288.9		926.2		415.7
520121	FBO LOC 121 IPB		13,976		0		6,289		12,046		0		0		1,239.4		0.0		0.0		24.3		0.0		0.0		288.9		926.2		415.7
520122	FBO LOC 122 IPB		13,976		0		6,289		12,046		0		0		1,239.4		0.0		0.0		24.3		0.0		0.0		288.9		926.2		415.7
520123	FBO LOC 123 IPB		13,976		0		6,289		12,046		0		0		1,239.4		0.0		0.0		24.3		0.0		0.0		288.9		926.2		415.7
520124	FBO LOC 124 IPB		13,976		0		6,289		12,046		0		0		1,239.4		0.0		0.0		24.3		0.0		0.0		288.9		926.2		415.7
520125	FBO LOC 125 IPB		13,976		0		6,289		12,046		0		0		1,239.4		0.0		0.0		24.3		0.0		0.0		288.9		926.2		415.7
520126	FBO LOC 126 IPB		13,976		0		6,289		12,046		0		0		1,239.4		0.0		0.0		24.3		0.0		0.0		288.9		926.2		415.7
520127	FBO LOC 127 IPB		13,976		0		6,289		12,046		0		0		1,239.4		0.0		0.0		24.3		0.0		0.0		288.9		926.2		415.7
520128	FBO LOC 128 IPB		13,976		0		6,289		12,046		0		0		1,239.4		0.0		0.0		24.3		0.0		0.0		288.9		926.2		415.7
520129	FBO LOC 129 IPB		13,976		0		6,289		12,046		0		0		1,239.4		0.0		0.0		24.3		0.0		0.0		288.9		926.2		415.7
520130	FBO LOC 130 IPB		13,976		0		6,289		12,046		0		0		1,239.4		0.0		0.0		24.3		0.0		0.0		288.9		926.2		415.7
520131	FBO LOC 131 IPB		13,976		0		6,289		12,046		0		0		1,239.4		0.0		0.0		24.3		0.0		0.0		288.9		926.2		415.7
520132	FBO LOC 132 IPB		13,976		0		6,289		12,046		0		0		1,239.4		0.0		0.0		24.3		0.0		0.0		288.9		926.2		415.7
520133	FBO LOC 133 IPB		13,976		0		6,289		12,046		0		0		1,239.4		0.0		0.0		24.3		0.0		0.0		288.9		926.2		415.7
520134	FBO LOC 134 IPB		13,976		0		6,289		12,046		0		0		1,239.4		0.0		0.0		24.3		0.0		0.0		288.9		926.2		415.7
520135	FBO LOC 135 IPB		13,976		0		6,289		12,046		0		0		1,239.4		0.0		0.0		24.3		0.0		0.0		288.9		926.2		415.7
520136	FBO LOC 136 IPB		13,978		0		6,290		12,048		0		0		1,239.4		0.0		0.0		24.2		0.0		0.0		289.3		925.9		412.5
520137	FBO LOC 137 IPB		13,978		0		6,290		12,048		0		0		1,239.4		0.0		0.0		24.2		0.0		0.0		289.3		925.9		412.5
520138	FBO LOC 138 IPB		13,978		0		6,290		12,048		0		0		1,239.4		0.0		0.0		24.2		0.0		0.0		289.3		925.9		412.5
520139	FBO LOC 139 IPB		13,978		0		6,290		12,048		0		0		1,239.4		0.0		0.0		24.2		0.0		0.0		289.3		925.9		412.5
520140	FBO LOC 140 IPB		13,978		0		6,290		12,048		0		0		1,239.4		0.0		0.0		24.2		0.0		0.0		289.3		925.9		412.5
520141	FBO LOC 141 IPB		13,978		0		6,290		12,048		0		0		1,239.4		0.0		0.0		24.2		0.0		0.0		289.3		925.9		412.5

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 35

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROBABLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/COND				NGL				GAS				GROSS OPERATING
LEASE		COMPLTNS				OIL/COND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
NUMBER	LEASE NAME	OIL		GAS		BBL		MCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
520142	FBO LOC 142 IPB		1		0		13,978		6,290		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520143	FBO LOC 143 IPB		1		0		13,978		6,290		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520144	FBO LOC 144 IPB		1		0		13,978		6,290		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520145	FBO LOC 145 IPB		1		0		13,978		6,290		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520146	FBO LOC 146 IPB		1		0		13,978		6,290		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520147	FBO LOC 147 IPB		1		0		13,978		6,290		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520148	FBO LOC 148 IPB		1		0		13,978		6,290		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520149	FBO LOC 149 IPB		1		0		13,978		6,290		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520150	FBO LOC 150 IPB		1		0		13,978		6,290		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520151	FBO LOC 151 IPB		1		0		13,978		6,290		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520152	FBO LOC 152 IPB		1		0		13,978		6,290		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520153	FBO LOC 153 IPB		1		0		13,978		6,290		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520154	FBO LOC 154 IPB		1		0		13,978		6,290		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520155	FBO LOC 155 IPB		1		0		13,978		6,290		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520156	FBO LOC 156 IPB		1		0		13,978		6,290		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
520157	FBO LOC 157 IPB		1		0		13,978		6,290		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		5.0		18.3
500158	FBO LOC 158		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.3
500159	FBO LOC 159		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.3
500160	FBO LOC 160		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.3
500161	FBO LOC 161		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.3
500162	FBO LOC 162		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.3
500163	FBO LOC 163		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.3
500164	FBO LOC 164		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.3
500165	FBO LOC 165		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.3
500166	FBO LOC 166		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.3
500167	FBO LOC 167		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.3
500168	FBO LOC 168		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.3
500169	FBO LOC 169		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.3
500170	FBO LOC 170		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.3
500171	FBO LOC 171		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.3
500172	FBO LOC 172		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.3
500173	FBO LOC 173		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.3
500174	FBO LOC 174		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.3
500175	FBO LOC 175		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.3
500176	FBO LOC 176		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.3
500177	FBO LOC 177		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.3
500178	FBO LOC 178		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.3
500179	FBO LOC 179		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.3
500180	FBO LOC 180		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.3
500181	FBO LOC 181		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.3
500182	FBO LOC 182		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.3
500183	FBO LOC 183		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.3

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 36

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROBABLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL		NET CAP		ABDNMNT		OPERATING		NET		CUM P.W.
LEASE		OIL		NGL		GAS		OIL		NGL		GAS		OIL		NGL		GAS		TAXES		COST		COST		EXPENSE		REVENUE		10.000%
NUMBER	LEASE NAME	BBL		BBL		MCF		BBL		BBL		MCF		M$		M$		M$		M$		M$		M$		M$		M$		M$
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
520142	FBO LOC 142 IPB		13,978		0		6,290		12,048		0		0		1,239.4		0.0		0.0		24.2		0.0		0.0		289.3		925.9		412.5
520143	FBO LOC 143 IPB		13,978		0		6,290		12,048		0		0		1,239.4		0.0		0.0		24.2		0.0		0.0		289.3		925.9		412.5
520144	FBO LOC 144 IPB		13,978		0		6,290		12,048		0		0		1,239.4		0.0		0.0		24.2		0.0		0.0		289.3		925.9		412.5
520145	FBO LOC 145 IPB		13,978		0		6,290		12,048		0		0		1,239.4		0.0		0.0		24.2		0.0		0.0		289.3		925.9		412.5
520146	FBO LOC 146 IPB		13,978		0		6,290		12,048		0		0		1,239.4		0.0		0.0		24.2		0.0		0.0		289.3		925.9		412.5
520147	FBO LOC 147 IPB		13,978		0		6,290		12,048		0		0		1,239.4		0.0		0.0		24.2		0.0		0.0		289.3		925.9		412.5
520148	FBO LOC 148 IPB		13,978		0		6,290		12,048		0		0		1,239.4		0.0		0.0		24.2		0.0		0.0		289.3		925.9		412.5
520149	FBO LOC 149 IPB		13,978		0		6,290		12,048		0		0		1,239.4		0.0		0.0		24.2		0.0		0.0		289.3		925.9		412.5
520150	FBO LOC 150 IPB		13,978		0		6,290		12,048		0		0		1,239.4		0.0		0.0		24.2		0.0		0.0		289.3		925.9		412.5
520151	FBO LOC 151 IPB		13,978		0		6,290		12,048		0		0		1,239.4		0.0		0.0		24.2		0.0		0.0		289.3		925.9		412.5
520152	FBO LOC 152 IPB		13,978		0		6,290		12,048		0		0		1,239.4		0.0		0.0		24.2		0.0		0.0		289.3		925.9		412.5
520153	FBO LOC 153 IPB		13,978		0		6,290		12,048		0		0		1,239.4		0.0		0.0		24.2		0.0		0.0		289.3		925.9		412.5
520154	FBO LOC 154 IPB		13,978		0		6,290		12,048		0		0		1,239.4		0.0		0.0		24.2		0.0		0.0		289.3		925.9		412.5
520155	FBO LOC 155 IPB		13,978		0		6,290		12,048		0		0		1,239.4		0.0		0.0		24.2		0.0		0.0		289.3		925.9		412.5
520156	FBO LOC 156 IPB		13,978		0		6,290		12,048		0		0		1,239.4		0.0		0.0		24.2		0.0		0.0		289.3		925.9		412.5
520157	FBO LOC 157 IPB		13,978		0		6,290		12,048		0		0		1,239.4		0.0		0.0		24.2		0.0		0.0		289.3		925.9		412.5
500158	FBO LOC 158		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.4		423.1		0.0		1,466.4		1,973.5		841.6
500159	FBO LOC 159		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.4		423.1		0.0		1,466.4		1,973.5		841.6
500160	FBO LOC 160		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.4		423.1		0.0		1,466.4		1,973.5		841.6
500161	FBO LOC 161		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.4		423.1		0.0		1,466.4		1,973.5		841.6
500162	FBO LOC 162		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.4		423.1		0.0		1,466.4		1,973.5		841.6
500163	FBO LOC 163		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.4		423.1		0.0		1,466.5		1,973.5		835.0
500164	FBO LOC 164		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.4		423.1		0.0		1,466.5		1,973.5		835.0
500165	FBO LOC 165		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.4		423.1		0.0		1,466.5		1,973.5		835.0
500166	FBO LOC 166		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.4		423.1		0.0		1,466.5		1,973.5		835.0
500167	FBO LOC 167		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.4		423.1		0.0		1,466.5		1,973.5		835.0
500168	FBO LOC 168		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.4		423.1		0.0		1,466.5		1,973.5		835.0
500169	FBO LOC 169		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.4		423.1		0.0		1,466.5		1,973.5		835.0
500170	FBO LOC 170		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.4		423.1		0.0		1,466.5		1,973.5		835.0
500171	FBO LOC 171		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.4		423.1		0.0		1,466.5		1,973.5		835.0
500172	FBO LOC 172		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.4		423.1		0.0		1,466.5		1,973.5		835.0
500173	FBO LOC 173		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.4		423.1		0.0		1,466.5		1,973.5		835.0
500174	FBO LOC 174		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.4		423.1		0.0		1,466.5		1,973.5		835.0
500175	FBO LOC 175		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.4		423.1		0.0		1,466.5		1,973.5		835.0
500176	FBO LOC 176		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.4		423.1		0.0		1,466.5		1,973.5		835.0
500177	FBO LOC 177		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.4		423.1		0.0		1,466.5		1,973.5		835.0
500178	FBO LOC 178		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.4		423.1		0.0		1,466.5		1,973.5		835.0
500179	FBO LOC 179		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.4		423.1		0.0		1,466.5		1,973.5		835.0
500180	FBO LOC 180		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.4		423.1		0.0		1,466.5		1,973.5		835.0
500181	FBO LOC 181		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.4		423.1		0.0		1,466.5		1,973.5		835.0
500182	FBO LOC 182		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.4		423.1		0.0		1,466.5		1,973.5		835.0
500183	FBO LOC 183		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.4		423.1		0.0		1,466.5		1,973.5		835.0

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 37

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROBABLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/COND				NGL				GAS				GROSS OPERATING
LEASE		COMPLTNS				OIL/COND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
NUMBER	LEASE NAME	OIL		GAS		BBL		MCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
500184	FBO LOC 184		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.3
500185	FBO LOC 185		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.3
500186	FBO LOC 186		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.3
500187	FBO LOC 187		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.3
500188	FBO LOC 188		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.3
500189	FBO LOC 189		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.3
500190	FBO LOC 190		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.4
500191	FBO LOC 191		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.4
500192	FBO LOC 192		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.4
500193	FBO LOC 193		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.4
500194	FBO LOC 194		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.4
500195	FBO LOC 195		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.4
500196	FBO LOC 196		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.4
500197	FBO LOC 197		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.4
500198	FBO LOC 198		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.4
500199	FBO LOC 199		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.4
500200	FBO LOC 200		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.4
500201	FBO LOC 201		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.4
500202	FBO LOC 202		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.4
500203	FBO LOC 203		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.4
500204	FBO LOC 204		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.4
500205	FBO LOC 205		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.4
500206	FBO LOC 206		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.4
500207	FBO LOC 207		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.4
500208	FBO LOC 208		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.4
500209	FBO LOC 209		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.4
500210	FBO LOC 210		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.4
500211	FBO LOC 211		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.4
500212	FBO LOC 212		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.4
500213	FBO LOC 213		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.4
500214	FBO LOC 214		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.4
500215	FBO LOC 215		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.4
500216	FBO LOC 216		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.4
500217	FBO LOC 217		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.5
500218	FBO LOC 218		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.5
500219	FBO LOC 219		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.5
500220	FBO LOC 220		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.5
500221	FBO LOC 221		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.5
500222	FBO LOC 222		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.5
500223	FBO LOC 223		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.5
500224	FBO LOC 224		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.5
500225	FBO LOC 225		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.5

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 38

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROBABLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL		NET CAP		ABDNMNT		OPERATING		NET		CUM P.W.
LEASE		OIL		NGL		GAS		OIL		NGL		GAS		OIL		NGL		GAS		TAXES		COST		COST		EXPENSE		REVENUE		10.000%
NUMBER	LEASE NAME	BBL		BBL		MCF		BBL		BBL		MCF		M$		M$		M$		M$		M$		M$		M$		M$		M$
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
500184	FBO LOC 184		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.4		423.1		0.0		1,466.5		1,973.5		835.0
500185	FBO LOC 185		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.4		423.1		0.0		1,466.5		1,973.5		835.0
500186	FBO LOC 186		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.4		423.1		0.0		1,466.5		1,973.5		835.0
500187	FBO LOC 187		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.4		423.1		0.0		1,466.5		1,973.5		835.0
500188	FBO LOC 188		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.4		423.1		0.0		1,466.5		1,973.5		835.0
500189	FBO LOC 189		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.4		423.1		0.0		1,466.5		1,973.5		835.0
500190	FBO LOC 190		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.3		423.1		0.0		1,466.3		1,973.8		828.5
500191	FBO LOC 191		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.3		423.1		0.0		1,466.3		1,973.8		828.5
500192	FBO LOC 192		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.3		423.1		0.0		1,466.3		1,973.8		828.5
500193	FBO LOC 193		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.3		423.1		0.0		1,466.3		1,973.8		828.5
500194	FBO LOC 194		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.3		423.1		0.0		1,466.3		1,973.8		828.5
500195	FBO LOC 195		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.3		423.1		0.0		1,466.3		1,973.8		828.5
500196	FBO LOC 196		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.3		423.1		0.0		1,466.3		1,973.8		828.5
500197	FBO LOC 197		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.3		423.1		0.0		1,466.3		1,973.8		828.5
500198	FBO LOC 198		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.3		423.1		0.0		1,466.3		1,973.8		828.5
500199	FBO LOC 199		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.3		423.1		0.0		1,466.3		1,973.8		828.5
500200	FBO LOC 200		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.3		423.1		0.0		1,466.3		1,973.8		828.5
500201	FBO LOC 201		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.3		423.1		0.0		1,466.3		1,973.8		828.5
500202	FBO LOC 202		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.3		423.1		0.0		1,466.3		1,973.8		828.5
500203	FBO LOC 203		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.3		423.1		0.0		1,466.3		1,973.8		828.5
500204	FBO LOC 204		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.3		423.1		0.0		1,466.3		1,973.8		828.5
500205	FBO LOC 205		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.3		423.1		0.0		1,466.3		1,973.8		828.5
500206	FBO LOC 206		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.3		423.1		0.0		1,466.3		1,973.8		828.5
500207	FBO LOC 207		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.3		423.1		0.0		1,466.3		1,973.8		828.5
500208	FBO LOC 208		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.3		423.1		0.0		1,466.3		1,973.8		828.5
500209	FBO LOC 209		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.3		423.1		0.0		1,466.3		1,973.8		828.5
500210	FBO LOC 210		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.3		423.1		0.0		1,466.3		1,973.8		828.5
500211	FBO LOC 211		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.3		423.1		0.0		1,466.3		1,973.8		828.5
500212	FBO LOC 212		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.3		423.1		0.0		1,466.3		1,973.8		828.5
500213	FBO LOC 213		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.3		423.1		0.0		1,466.3		1,973.8		828.5
500214	FBO LOC 214		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.3		423.1		0.0		1,466.3		1,973.8		828.5
500215	FBO LOC 215		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.3		423.1		0.0		1,466.3		1,973.8		828.5
500216	FBO LOC 216		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.3		423.1		0.0		1,466.3		1,973.8		828.5
500217	FBO LOC 217		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.2		423.1		0.0		1,466.3		1,973.9		821.8
500218	FBO LOC 218		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.2		423.1		0.0		1,466.3		1,973.9		821.8
500219	FBO LOC 219		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.2		423.1		0.0		1,466.3		1,973.9		821.8
500220	FBO LOC 220		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.2		423.1		0.0		1,466.3		1,973.9		821.8
500221	FBO LOC 221		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.2		423.1		0.0		1,466.3		1,973.9		821.8
500222	FBO LOC 222		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.2		423.1		0.0		1,466.3		1,973.9		821.8
500223	FBO LOC 223		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.2		423.1		0.0		1,466.3		1,973.9		821.8
500224	FBO LOC 224		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.2		423.1		0.0		1,466.3		1,973.9		821.8
500225	FBO LOC 225		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.2		423.1		0.0		1,466.3		1,973.9		821.8

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 39

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROBABLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/COND				NGL				GAS				GROSS OPERATING
LEASE		COMPLTNS				OIL/COND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
NUMBER	LEASE NAME	OIL		GAS		BBL		MCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
500226	FBO LOC 226		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.5
500227	FBO LOC 227		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.5
500228	FBO LOC 228		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.5
500229	FBO LOC 229		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.5
500230	FBO LOC 230		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.5
500231	FBO LOC 231		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.5
500232	FBO LOC 232		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.5
500233	FBO LOC 233		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.5
500234	FBO LOC 234		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.5
500235	FBO LOC 235		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.5
500236	FBO LOC 236		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.5
500237	FBO LOC 237		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.5
500238	FBO LOC 238		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.5
500239	FBO LOC 239		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.5
500240	FBO LOC 240		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.5
500241	FBO LOC 241		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.5
500242	FBO LOC 242		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.5
500243	FBO LOC 243		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.5
500244	FBO LOC 244		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.6
500245	FBO LOC 245		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.6
500246	FBO LOC 246		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.6
500247	FBO LOC 247		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.6
500248	FBO LOC 248		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.6
500249	FBO LOC 249		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.6
500250	FBO LOC 250		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.6
500251	FBO LOC 251		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.6
500252	FBO LOC 252		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.6
500253	FBO LOC 253		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.6
500254	FBO LOC 254		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.6
500255	FBO LOC 255		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.6
500256	FBO LOC 256		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.6
500257	FBO LOC 257		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.6
500258	FBO LOC 258		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.6
500259	FBO LOC 259		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.6
500260	FBO LOC 260		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.6
500261	FBO LOC 261		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.6
500262	FBO LOC 262		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.6
500263	FBO LOC 263		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.6
500264	FBO LOC 264		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.6
500265	FBO LOC 265		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.6
500266	FBO LOC 266		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.6
500267	FBO LOC 267		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.6

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 40

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROBABLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL		NET CAP		ABDNMNT		OPERATING		NET		CUM P.W.
LEASE		OIL		NGL		GAS		OIL		NGL		GAS		OIL		NGL		GAS		TAXES		COST		COST		EXPENSE		REVENUE		10.000%
NUMBER	LEASE NAME	BBL		BBL		MCF		BBL		BBL		MCF		M$		M$		M$		M$		M$		M$		M$		M$		M$
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
500226	FBO LOC 226		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.2		423.1		0.0		1,466.3		1,973.9		821.8
500227	FBO LOC 227		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.2		423.1		0.0		1,466.3		1,973.9		821.8
500228	FBO LOC 228		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.2		423.1		0.0		1,466.3		1,973.9		821.8
500229	FBO LOC 229		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.2		423.1		0.0		1,466.3		1,973.9		821.8
500230	FBO LOC 230		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.2		423.1		0.0		1,466.3		1,973.9		821.8
500231	FBO LOC 231		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.2		423.1		0.0		1,466.3		1,973.9		821.8
500232	FBO LOC 232		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.2		423.1		0.0		1,466.3		1,973.9		821.8
500233	FBO LOC 233		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.2		423.1		0.0		1,466.3		1,973.9		821.8
500234	FBO LOC 234		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.2		423.1		0.0		1,466.3		1,973.9		821.8
500235	FBO LOC 235		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.2		423.1		0.0		1,466.3		1,973.9		821.8
500236	FBO LOC 236		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.2		423.1		0.0		1,466.3		1,973.9		821.8
500237	FBO LOC 237		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.2		423.1		0.0		1,466.3		1,973.9		821.8
500238	FBO LOC 238		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.2		423.1		0.0		1,466.3		1,973.9		821.8
500239	FBO LOC 239		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.2		423.1		0.0		1,466.3		1,973.9		821.8
500240	FBO LOC 240		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.2		423.1		0.0		1,466.3		1,973.9		821.8
500241	FBO LOC 241		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.2		423.1		0.0		1,466.3		1,973.9		821.8
500242	FBO LOC 242		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.2		423.1		0.0		1,466.3		1,973.9		821.8
500243	FBO LOC 243		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.2		423.1		0.0		1,466.3		1,973.9		821.8
500244	FBO LOC 244		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		815.4
500245	FBO LOC 245		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		815.4
500246	FBO LOC 246		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		815.4
500247	FBO LOC 247		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		815.4
500248	FBO LOC 248		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		815.4
500249	FBO LOC 249		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		815.4
500250	FBO LOC 250		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		815.4
500251	FBO LOC 251		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		815.4
500252	FBO LOC 252		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		815.4
500253	FBO LOC 253		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		815.4
500254	FBO LOC 254		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		815.4
500255	FBO LOC 255		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		815.4
500256	FBO LOC 256		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		815.4
500257	FBO LOC 257		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		815.4
500258	FBO LOC 258		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		815.4
500259	FBO LOC 259		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		815.4
500260	FBO LOC 260		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		815.4
500261	FBO LOC 261		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		815.4
500262	FBO LOC 262		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		815.4
500263	FBO LOC 263		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		815.4
500264	FBO LOC 264		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		815.4
500265	FBO LOC 265		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		815.4
500266	FBO LOC 266		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		815.4
500267	FBO LOC 267		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		815.4

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 41

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROBABLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/COND				NGL				GAS				GROSS OPERATING
LEASE		COMPLTNS				OIL/COND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
NUMBER	LEASE NAME	OIL		GAS		BBL		MCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
500268	FBO LOC 268		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.6
500269	FBO LOC 269		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.6
500270	FBO LOC 270		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.6
500271	FBO LOC 271		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500272	FBO LOC 272		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500273	FBO LOC 273		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500274	FBO LOC 274		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500275	FBO LOC 275		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500276	FBO LOC 276		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500277	FBO LOC 277		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500278	FBO LOC 278		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500279	FBO LOC 279		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500280	FBO LOC 280		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500281	FBO LOC 281		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500282	FBO LOC 282		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500283	FBO LOC 283		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500284	FBO LOC 284		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500285	FBO LOC 285		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500286	FBO LOC 286		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500287	FBO LOC 287		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500288	FBO LOC 288		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500289	FBO LOC 289		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500290	FBO LOC 290		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500291	FBO LOC 291		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500292	FBO LOC 292		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500293	FBO LOC 293		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500294	FBO LOC 294		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500295	FBO LOC 295		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500296	FBO LOC 296		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500297	FBO LOC 297		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500298	FBO LOC 298		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500299	FBO LOC 299		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500300	FBO LOC 300		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500301	FBO LOC 301		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500302	FBO LOC 302		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500303	FBO LOC 303		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500304	FBO LOC 304		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500305	FBO LOC 305		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500306	FBO LOC 306		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500307	FBO LOC 307		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500308	FBO LOC 308		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500309	FBO LOC 309		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 42

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROBABLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL		NET CAP		ABDNMNT		OPERATING		NET		CUM P.W.
LEASE		OIL		NGL		GAS		OIL		NGL		GAS		OIL		NGL		GAS		TAXES		COST		COST		EXPENSE		REVENUE		10.000%
NUMBER	LEASE NAME	BBL		BBL		MCF		BBL		BBL		MCF		M$		M$		M$		M$		M$		M$		M$		M$		M$
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
500268	FBO LOC 268		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		815.4
500269	FBO LOC 269		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		815.4
500270	FBO LOC 270		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		815.4
500271	FBO LOC 271		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.5		423.1		0.0		1,466.4		1,973.5		809.0
500272	FBO LOC 272		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.5		423.1		0.0		1,466.4		1,973.5		809.0
500273	FBO LOC 273		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.5		423.1		0.0		1,466.4		1,973.5		809.0
500274	FBO LOC 274		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.5		423.1		0.0		1,466.4		1,973.5		809.0
500275	FBO LOC 275		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.5		423.1		0.0		1,466.4		1,973.5		809.0
500276	FBO LOC 276		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.5		423.1		0.0		1,466.4		1,973.5		809.0
500277	FBO LOC 277		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.5		423.1		0.0		1,466.4		1,973.5		809.0
500278	FBO LOC 278		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.5		423.1		0.0		1,466.4		1,973.5		809.0
500279	FBO LOC 279		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.5		423.1		0.0		1,466.4		1,973.5		809.0
500280	FBO LOC 280		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.5		423.1		0.0		1,466.4		1,973.5		809.0
500281	FBO LOC 281		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.5		423.1		0.0		1,466.4		1,973.5		809.0
500282	FBO LOC 282		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.5		423.1		0.0		1,466.4		1,973.5		809.0
500283	FBO LOC 283		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.5		423.1		0.0		1,466.4		1,973.5		809.0
500284	FBO LOC 284		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.5		423.1		0.0		1,466.4		1,973.5		809.0
500285	FBO LOC 285		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.5		423.1		0.0		1,466.4		1,973.5		809.0
500286	FBO LOC 286		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.5		423.1		0.0		1,466.4		1,973.5		809.0
500287	FBO LOC 287		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.5		423.1		0.0		1,466.4		1,973.5		809.0
500288	FBO LOC 288		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.5		423.1		0.0		1,466.4		1,973.5		809.0
500289	FBO LOC 289		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.5		423.1		0.0		1,466.4		1,973.5		809.0
500290	FBO LOC 290		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.5		423.1		0.0		1,466.4		1,973.5		809.0
500291	FBO LOC 291		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.5		423.1		0.0		1,466.4		1,973.5		809.0
500292	FBO LOC 292		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.5		423.1		0.0		1,466.4		1,973.5		809.0
500293	FBO LOC 293		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.5		423.1		0.0		1,466.4		1,973.5		809.0
500294	FBO LOC 294		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.5		423.1		0.0		1,466.4		1,973.5		809.0
500295	FBO LOC 295		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.5		423.1		0.0		1,466.4		1,973.5		809.0
500296	FBO LOC 296		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.5		423.1		0.0		1,466.4		1,973.5		809.0
500297	FBO LOC 297		43,582		0		19,612		38,301		0		0		3,940.5		0.0		0.0		77.5		423.1		0.0		1,466.4		1,973.5		809.0
500298	FBO LOC 298		43,582		0		19,612		38,301		0		0		3,940.3		0.0		0.0		77.4		423.1		0.0		1,466.0		1,973.8		802.8
500299	FBO LOC 299		43,582		0		19,612		38,301		0		0		3,940.3		0.0		0.0		77.4		423.1		0.0		1,466.0		1,973.8		802.8
500300	FBO LOC 300		43,582		0		19,612		38,301		0		0		3,940.3		0.0		0.0		77.4		423.1		0.0		1,466.0		1,973.8		802.8
500301	FBO LOC 301		43,582		0		19,612		38,301		0		0		3,940.3		0.0		0.0		77.4		423.1		0.0		1,466.0		1,973.8		802.8
500302	FBO LOC 302		43,582		0		19,612		38,301		0		0		3,940.3		0.0		0.0		77.4		423.1		0.0		1,466.0		1,973.8		802.8
500303	FBO LOC 303		43,582		0		19,612		38,301		0		0		3,940.3		0.0		0.0		77.4		423.1		0.0		1,466.0		1,973.8		802.8
500304	FBO LOC 304		43,582		0		19,612		38,301		0		0		3,940.3		0.0		0.0		77.4		423.1		0.0		1,466.0		1,973.8		802.8
500305	FBO LOC 305		43,582		0		19,612		38,301		0		0		3,940.3		0.0		0.0		77.4		423.1		0.0		1,466.0		1,973.8		802.8
500306	FBO LOC 306		43,582		0		19,612		38,301		0		0		3,940.3		0.0		0.0		77.4		423.1		0.0		1,466.0		1,973.8		802.8
500307	FBO LOC 307		43,582		0		19,612		38,301		0		0		3,940.3		0.0		0.0		77.4		423.1		0.0		1,466.0		1,973.8		802.8
500308	FBO LOC 308		43,582		0		19,612		38,301		0		0		3,940.3		0.0		0.0		77.4		423.1		0.0		1,466.0		1,973.8		802.8
500309	FBO LOC 309		43,582		0		19,612		38,301		0		0		3,940.3		0.0		0.0		77.4		423.1		0.0		1,466.0		1,973.8		802.8

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 43

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROBABLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/COND				NGL				GAS				GROSS OPERATING
LEASE		COMPLTNS				OIL/COND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
NUMBER	LEASE NAME	OIL		GAS		BBL		MCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
500310	FBO LOC 310		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500311	FBO LOC 311		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500312	FBO LOC 312		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500313	FBO LOC 313		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500314	FBO LOC 314		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500315	FBO LOC 315		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500316	FBO LOC 316		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500317	FBO LOC 317		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500318	FBO LOC 318		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500319	FBO LOC 319		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500320	FBO LOC 320		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500321	FBO LOC 321		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500322	FBO LOC 322		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500323	FBO LOC 323		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500324	FBO LOC 324		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500325	FBO LOC 325		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500326	FBO LOC 326		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500327	FBO LOC 327		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500328	FBO LOC 328		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500329	FBO LOC 329		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500330	FBO LOC 330		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.7
500331	FBO LOC 331		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.8
500332	FBO LOC 332		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.8
500333	FBO LOC 333		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.8
500334	FBO LOC 334		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.8
500335	FBO LOC 335		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.8
500336	FBO LOC 336		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.8
500337	FBO LOC 337		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.8
500338	FBO LOC 338		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.8
500339	FBO LOC 339		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.8
500340	FBO LOC 340		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.8
500341	FBO LOC 341		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.8
500342	FBO LOC 342		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.8
500343	FBO LOC 343		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.8
500344	FBO LOC 344		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.8
500345	FBO LOC 345		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.8
500346	FBO LOC 346		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.8
500347	FBO LOC 347		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.8
500348	FBO LOC 348		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.8
500349	FBO LOC 349		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.8
500350	FBO LOC 350		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.8
500351	FBO LOC 351		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.8

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 44

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROBABLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL TAXES M$		NET CAP COST M$		ABDNMNT COST M$		OPERATING EXPENSE M$		NET REVENUE M$		CUM P.W. 10.000% M$
LEASE NUMBER	LEASE NAME	OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL M$		NGL M$		GAS M$
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
500310	FBO LOC 310		43,582		0		19,612		38,301		0		0		3,940.3		0.0		0.0		77.4		423.1		0.0		1,466.0		1,973.8		802.8
500311	FBO LOC 311		43,582		0		19,612		38,301		0		0		3,940.3		0.0		0.0		77.4		423.1		0.0		1,466.0		1,973.8		802.8
500312	FBO LOC 312		43,582		0		19,612		38,301		0		0		3,940.3		0.0		0.0		77.4		423.1		0.0		1,466.0		1,973.8		802.8
500313	FBO LOC 313		43,582		0		19,612		38,301		0		0		3,940.3		0.0		0.0		77.4		423.1		0.0		1,466.0		1,973.8		802.8
500314	FBO LOC 314		43,582		0		19,612		38,301		0		0		3,940.3		0.0		0.0		77.4		423.1		0.0		1,466.0		1,973.8		802.8
500315	FBO LOC 315		43,582		0		19,612		38,301		0		0		3,940.3		0.0		0.0		77.4		423.1		0.0		1,466.0		1,973.8		802.8
500316	FBO LOC 316		43,582		0		19,612		38,301		0		0		3,940.3		0.0		0.0		77.4		423.1		0.0		1,466.0		1,973.8		802.8
500317	FBO LOC 317		43,582		0		19,612		38,301		0		0		3,940.3		0.0		0.0		77.4		423.1		0.0		1,466.0		1,973.8		802.8
500318	FBO LOC 318		43,582		0		19,612		38,301		0		0		3,940.3		0.0		0.0		77.4		423.1		0.0		1,466.0		1,973.8		802.8
500319	FBO LOC 319		43,582		0		19,612		38,301		0		0		3,940.3		0.0		0.0		77.4		423.1		0.0		1,466.0		1,973.8		802.8
500320	FBO LOC 320		43,582		0		19,612		38,301		0		0		3,940.3		0.0		0.0		77.4		423.1		0.0		1,466.0		1,973.8		802.8
500321	FBO LOC 321		43,582		0		19,612		38,301		0		0		3,940.3		0.0		0.0		77.4		423.1		0.0		1,466.0		1,973.8		802.8
500322	FBO LOC 322		43,582		0		19,612		38,301		0		0		3,940.3		0.0		0.0		77.4		423.1		0.0		1,466.0		1,973.8		802.8
500323	FBO LOC 323		43,582		0		19,612		38,301		0		0		3,940.3		0.0		0.0		77.4		423.1		0.0		1,466.0		1,973.8		802.8
500324	FBO LOC 324		43,582		0		19,612		38,301		0		0		3,940.3		0.0		0.0		77.4		423.1		0.0		1,466.0		1,973.8		802.8
500325	FBO LOC 325		43,582		0		19,612		38,301		0		0		3,940.3		0.0		0.0		77.4		423.1		0.0		1,466.0		1,973.8		802.8
500326	FBO LOC 326		43,582		0		19,612		38,301		0		0		3,940.3		0.0		0.0		77.4		423.1		0.0		1,466.0		1,973.8		802.8
500327	FBO LOC 327		43,582		0		19,612		38,301		0		0		3,940.3		0.0		0.0		77.4		423.1		0.0		1,466.0		1,973.8		802.8
500328	FBO LOC 328		43,582		0		19,612		38,301		0		0		3,940.3		0.0		0.0		77.4		423.1		0.0		1,466.0		1,973.8		802.8
500329	FBO LOC 329		43,582		0		19,612		38,301		0		0		3,940.3		0.0		0.0		77.4		423.1		0.0		1,466.0		1,973.8		802.8
500330	FBO LOC 330		43,582		0		19,612		38,301		0		0		3,940.3		0.0		0.0		77.4		423.1		0.0		1,466.0		1,973.8		802.8
500331	FBO LOC 331		43,582		0		19,612		38,301		0		0		3,940.6		0.0		0.0		77.5		423.1		0.0		1,466.5		1,973.5		796.1
500332	FBO LOC 332		43,582		0		19,612		38,301		0		0		3,940.6		0.0		0.0		77.5		423.1		0.0		1,466.5		1,973.5		796.1
500333	FBO LOC 333		43,582		0		19,612		38,301		0		0		3,940.6		0.0		0.0		77.5		423.1		0.0		1,466.5		1,973.5		796.1
500334	FBO LOC 334		43,582		0		19,612		38,301		0		0		3,940.6		0.0		0.0		77.5		423.1		0.0		1,466.5		1,973.5		796.1
500335	FBO LOC 335		43,582		0		19,612		38,301		0		0		3,940.6		0.0		0.0		77.5		423.1		0.0		1,466.5		1,973.5		796.1
500336	FBO LOC 336		43,582		0		19,612		38,301		0		0		3,940.6		0.0		0.0		77.5		423.1		0.0		1,466.5		1,973.5		796.1
500337	FBO LOC 337		43,582		0		19,612		38,301		0		0		3,940.6		0.0		0.0		77.5		423.1		0.0		1,466.5		1,973.5		796.1
500338	FBO LOC 338		43,582		0		19,612		38,301		0		0		3,940.6		0.0		0.0		77.5		423.1		0.0		1,466.5		1,973.5		796.1
500339	FBO LOC 339		43,582		0		19,612		38,301		0		0		3,940.6		0.0		0.0		77.5		423.1		0.0		1,466.5		1,973.5		796.1
500340	FBO LOC 340		43,582		0		19,612		38,301		0		0		3,940.6		0.0		0.0		77.5		423.1		0.0		1,466.5		1,973.5		796.1
500341	FBO LOC 341		43,582		0		19,612		38,301		0		0		3,940.6		0.0		0.0		77.5		423.1		0.0		1,466.5		1,973.5		796.1
500342	FBO LOC 342		43,582		0		19,612		38,301		0		0		3,940.6		0.0		0.0		77.5		423.1		0.0		1,466.5		1,973.5		796.1
500343	FBO LOC 343		43,582		0		19,612		38,301		0		0		3,940.6		0.0		0.0		77.5		423.1		0.0		1,466.5		1,973.5		796.1
500344	FBO LOC 344		43,582		0		19,612		38,301		0		0		3,940.6		0.0		0.0		77.5		423.1		0.0		1,466.5		1,973.5		796.1
500345	FBO LOC 345		43,582		0		19,612		38,301		0		0		3,940.6		0.0		0.0		77.5		423.1		0.0		1,466.5		1,973.5		796.1
500346	FBO LOC 346		43,582		0		19,612		38,301		0		0		3,940.6		0.0		0.0		77.5		423.1		0.0		1,466.5		1,973.5		796.1
500347	FBO LOC 347		43,582		0		19,612		38,301		0		0		3,940.6		0.0		0.0		77.5		423.1		0.0		1,466.5		1,973.5		796.1
500348	FBO LOC 348		43,582		0		19,612		38,301		0		0		3,940.6		0.0		0.0		77.5		423.1		0.0		1,466.5		1,973.5		796.1
500349	FBO LOC 349		43,582		0		19,612		38,301		0		0		3,940.6		0.0		0.0		77.5		423.1		0.0		1,466.5		1,973.5		796.1
500350	FBO LOC 350		43,582		0		19,612		38,301		0		0		3,940.6		0.0		0.0		77.5		423.1		0.0		1,466.5		1,973.5		796.1
500351	FBO LOC 351		43,582		0		19,612		38,301		0		0		3,940.6		0.0		0.0		77.5		423.1		0.0		1,466.5		1,973.5		796.1

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 45

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROBABLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/COND				NGL				GAS				GROSS OPERATING
LEASE		COMPLTNS				OIL/COND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
NUMBER	LEASE NAME	OIL		GAS		BBL		MCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
500352	FBO LOC 352		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.8
500353	FBO LOC 353		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.8
500354	FBO LOC 354		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.8
500355	FBO LOC 355		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.8
500356	FBO LOC 356		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.8
500357	FBO LOC 357		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.8
500358	FBO LOC 358		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.9
500359	FBO LOC 359		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.9
500360	FBO LOC 360		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.9
500361	FBO LOC 361		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.9
500362	FBO LOC 362		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.9
500363	FBO LOC 363		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.9
500364	FBO LOC 364		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.9
500365	FBO LOC 365		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.9
500366	FBO LOC 366		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.9
500367	FBO LOC 367		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.9
500368	FBO LOC 368		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.9
500369	FBO LOC 369		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.9
500370	FBO LOC 370		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.9
500371	FBO LOC 371		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.9
500372	FBO LOC 372		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.9
500373	FBO LOC 373		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.9
500374	FBO LOC 374		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.9
500375	FBO LOC 375		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.9
500376	FBO LOC 376		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.9
500377	FBO LOC 377		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.9
500378	FBO LOC 378		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.9
500379	FBO LOC 379		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.9
500380	FBO LOC 380		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.9
500381	FBO LOC 381		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.9
500382	FBO LOC 382		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.9
500383	FBO LOC 383		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.9
500384	FBO LOC 384		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		17.9
500385	FBO LOC 385		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		18.0
500386	FBO LOC 386		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		18.0
500387	FBO LOC 387		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		18.0
500388	FBO LOC 388		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		18.0
500389	FBO LOC 389		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		18.0
500390	FBO LOC 390		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		18.0
500391	FBO LOC 391		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		18.0
500392	FBO LOC 392		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		18.0
500393	FBO LOC 393		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		18.0

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 46

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROBABLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL TAXES M$		NET CAP COST M$		ABDNMNT COST M$		OPERATING EXPENSE M$		NET REVENUE M$		CUM P.W. 10.000% M$
LEASE NUMBER	LEASE NAME	OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL M$		NGL M$		GAS M$
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
500352	FBO LOC 352		43,582		0		19,612		38,301		0		0		3,940.6		0.0		0.0		77.5		423.1		0.0		1,466.5		1,973.5		796.1
500353	FBO LOC 353		43,582		0		19,612		38,301		0		0		3,940.6		0.0		0.0		77.5		423.1		0.0		1,466.5		1,973.5		796.1
500354	FBO LOC 354		43,582		0		19,612		38,301		0		0		3,940.6		0.0		0.0		77.5		423.1		0.0		1,466.5		1,973.5		796.1
500355	FBO LOC 355		43,582		0		19,612		38,301		0		0		3,940.6		0.0		0.0		77.5		423.1		0.0		1,466.5		1,973.5		796.1
500356	FBO LOC 356		43,582		0		19,612		38,301		0		0		3,940.6		0.0		0.0		77.5		423.1		0.0		1,466.5		1,973.5		796.1
500357	FBO LOC 357		43,582		0		19,612		38,301		0		0		3,940.6		0.0		0.0		77.5		423.1		0.0		1,466.5		1,973.5		796.1
500358	FBO LOC 358		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		789.9
500359	FBO LOC 359		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		789.9
500360	FBO LOC 360		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		789.9
500361	FBO LOC 361		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		789.9
500362	FBO LOC 362		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		789.9
500363	FBO LOC 363		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		789.9
500364	FBO LOC 364		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		789.9
500365	FBO LOC 365		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		789.9
500366	FBO LOC 366		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		789.9
500367	FBO LOC 367		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		789.9
500368	FBO LOC 368		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		789.9
500369	FBO LOC 369		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		789.9
500370	FBO LOC 370		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		789.9
500371	FBO LOC 371		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		789.9
500372	FBO LOC 372		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		789.9
500373	FBO LOC 373		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		789.9
500374	FBO LOC 374		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		789.9
500375	FBO LOC 375		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		789.9
500376	FBO LOC 376		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		789.9
500377	FBO LOC 377		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		789.9
500378	FBO LOC 378		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		789.9
500379	FBO LOC 379		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		789.9
500380	FBO LOC 380		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		789.9
500381	FBO LOC 381		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		789.9
500382	FBO LOC 382		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		789.9
500383	FBO LOC 383		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		789.9
500384	FBO LOC 384		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.2		423.1		0.0		1,466.6		1,973.5		789.9
500385	FBO LOC 385		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.4		423.1		0.0		1,466.4		1,973.5		783.7
500386	FBO LOC 386		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.4		423.1		0.0		1,466.4		1,973.5		783.7
500387	FBO LOC 387		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.4		423.1		0.0		1,466.4		1,973.5		783.7
500388	FBO LOC 388		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.4		423.1		0.0		1,466.4		1,973.5		783.7
500389	FBO LOC 389		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.4		423.1		0.0		1,466.4		1,973.5		783.7
500390	FBO LOC 390		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.4		423.1		0.0		1,466.4		1,973.5		783.7
500391	FBO LOC 391		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.4		423.1		0.0		1,466.4		1,973.5		783.7
500392	FBO LOC 392		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.4		423.1		0.0		1,466.4		1,973.5		783.7
500393	FBO LOC 393		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.4		423.1		0.0		1,466.4		1,973.5		783.7

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 47

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROBABLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/COND				NGL				GAS				GROSS OPERATING
LEASE		COMPLTNS				OIL/COND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
NUMBER	LEASE NAME	OIL		GAS		BBL		MCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
500394	FBO LOC 394		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		18.0
500395	FBO LOC 395		1		0		43,582		19,612		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.8		18.0
510112	FIXED EXP DIAT PRB		0		0		0		0		100.000		95.080		91.129		86.262		0.000		0.000		0.000		0.000		0.000		0.000		0.0		66.1		18.3
510113	ABAN DIAT PRB		0		0		0		0		100.000		95.080		91.129		86.262		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		19.3
FIELD TOTAL			506		0		14,116,776		6,352,575
TOTAL CALIFORNIA			506		0		14,116,776		6,352,575
TOTAL ALL LEASES			506		0		14,116,776		6,352,575

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 48

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	PROBABLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL TAXES M$		NET CAP COST M$		ABDNMNT COST M$		OPERATING EXPENSE M$		NET REVENUE M$		CUM P.W. 10.000% M$
LEASE NUMBER	LEASE NAME	OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL M$		NGL M$		GAS M$
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
500394	FBO LOC 394		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.4		423.1		0.0		1,466.4		1,973.5		783.7
500395	FBO LOC 395		43,582		0		19,612		38,301		0		0		3,940.4		0.0		0.0		77.4		423.1		0.0		1,466.4		1,973.5		783.7
510112	FIXED EXP DIAT PRB		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		629.5		-629.5		-115.1
510113	ABAN DIAT PRB		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		11,314.5		0.0		-11,314.5		-1,644.8
FIELD TOTAL			14,116,776		0		6,352,575		12,326,167		0		0		1,268,151.0		0.0		0.0		24,911.4		100,686.8		11,314.5		426,405.1		704,833.2		313,365.6
TOTAL CALIFORNIA			14,116,776		0		6,352,575		12,326,167		0		0		1,268,151.0		0.0		0.0		24,911.4		100,686.8		11,314.5		426,405.1		704,833.2		313,365.6
TOTAL ALL LEASES			14,116,776		0		6,352,575		12,326,167		0		0		1,268,151.0		0.0		0.0		24,911.4		100,686.8		11,314.5		426,405.1		704,833.2		313,365.6

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 49

POSSIBLE RESERVES

	SUMMARY PROJECTION OF RESERVES AND REVENUE
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

PERIOD ENDING M-D-Y	GROSS RESERVES						NET RESERVES						AVERAGE PRICES						GROSS REVENUE
	OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL $/BBL		NGL $/BBL		GAS $/MCF		OIL M$		NGL M$		GAS M$		TOTAL M$
12-31-2013		0		0		0		0		0		0		0.000		0.000		0.000		0.0		0.0		0.0		0.0
12-31-2014		624		0		281		569		0		0		102.880		0.000		0.000		58.5		0.0		0.0		58.5
12-31-2015		68,755		0		30,963		62,693		0		0		102.880		0.000		0.000		6,445.9		0.0		0.0		6,445.9
12-31-2016		303,353		0		136,519		276,389		0		0		102.880		0.000		0.000		28,437.5		0.0		0.0		28,437.5
12-31-2017		367,820		0		165,524		322,626		0		0		102.880		0.000		0.000		33,191.0		0.0		0.0		33,191.0
12-31-2018		988,523		0		444,816		867,032		0		0		102.880		0.000		0.000		89,201.3		0.0		0.0		89,201.3
12-31-2019		2,520,470		0		1,134,223		2,260,922		0		0		102.880		0.000		0.000		232,597.9		0.0		0.0		232,597.9
12-31-2020		2,729,514		0		1,228,201		2,418,186		0		0		102.880		0.000		0.000		248,787.0		0.0		0.0		248,787.0
12-31-2021		2,511,171		0		1,130,009		2,176,611		0		0		102.880		0.000		0.000		223,923.9		0.0		0.0		223,923.9
12-31-2022		2,309,968		0		1,039,442		1,998,035		0		0		102.880		0.000		0.000		205,551.2		0.0		0.0		205,551.2
12-31-2023		2,106,846		0		948,097		1,822,865		0		0		102.880		0.000		0.000		187,541.6		0.0		0.0		187,541.6
12-31-2024		1,912,312		0		860,483		1,652,688		0		0		102.880		0.000		0.000		170,027.2		0.0		0.0		170,027.2
12-31-2025		1,712,552		0		770,611		1,475,921		0		0		102.880		0.000		0.000		151,839.6		0.0		0.0		151,839.6
12-31-2026		1,452,808		0		653,818		1,251,173		0		0		102.880		0.000		0.000		128,725.6		0.0		0.0		128,725.6
12-31-2027		1,108,776		0		498,972		955,524		0		0		102.880		0.000		0.000		98,307.6		0.0		0.0		98,307.6
SUBTOTAL		20,093,492		0		9,041,959		17,541,234		0		0		102.880		0.000		0.000		1,804,635.8		0.0		0.0		1,804,635.8
REMAINING		2,825,132		0		1,271,620		2,437,467		0		0		102.880		0.000		0.000		250,753.0		0.0		0.0		250,753.0
TOTAL		22,918,624		0		10,313,579		19,978,701		0		0		102.880		0.000		0.000		2,055,388.8		0.0		0.0		2,055,388.8
CUM PROD		0				0
ULTIMATE		22,918,624				10,313,579

					NET DEDUCTIONS/EXPENDITURES										FUTURE NET REVENUE
PERIOD ENDING M-D-Y	NUMBER OF ACTIVE COMPLETIONS				TAXES				CAPITAL COST M$		ABDNMNT COST M$		OPERATING EXPENSE M$		UNDISCOUNTED				DISC AT 10.000%		PRESENT WORTH PROFILE
					PRODUCTION M$		AD VALOREM M$								PERIOD M$		CUM M$		CUM M$		DISC RATE %		CUM PW M$
	GROSS		NET
12-31-2013		0		0.00		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		8.000		714,068.0
12-31-2014		0		0.00		0.1		1.1		0.0		0.0		12.2		45.1		45.1		41.0		12.000		523,965.8
12-31-2015		0		0.00		10.3		121.3		0.0		0.0		1,329.9		4,984.4		5,029.5		4,167.8		15.000		421,216.9
12-31-2016		0		0.00		44.3		521.3		0.0		0.0		4,031.6		23,840.3		28,869.8		22,658.1		20.000		300,029.1
12-31-2017		0		0.00		41.4		608.4		0.0		0.0		3,024.9		29,516.3		58,386.1		43,332.4		25.000		219,585.9
12-31-2018		178		170.86		118.7		1,633.2		86,735.5		0.0		12,934.7		-12,220.8		46,165.3		36,184.5		30.000		164,625.6
12-31-2019		295		288.86		317.2		4,256.4		38,079.0		0.0		47,457.4		142,487.9		188,653.2		118,004.8		35.000		126,050.4
12-31-2020		295		281.78		338.1		4,542.6		0.0		0.0		44,576.6		199,329.7		387,982.9		223,682.2		40.000		98,388.4
12-31-2021		295		282.15		308.6		4,095.5		0.0		0.0		36,669.9		182,849.9		570,832.8		311,819.9		45.000		78,138.7
12-31-2022		295		281.20		282.3		3,760.5		0.0		0.0		33,845.7		167,662.7		738,495.5		385,310.9		50.000		63,045.1
12-31-2023		295		281.59		254.3		3,430.5		0.0		0.0		32,415.4		151,441.4		889,936.9		445,664.6
12-31-2024		295		280.68		241.7		3,115.5		0.0		0.0		31,037.9		135,632.1		1,025,569.0		494,813.5
12-31-2025		295		279.92		213.8		2,770.2		0.0		0.0		29,711.3		119,144.3		1,144,713.3		534,052.0
12-31-2026		295		279.59		187.9		2,348.5		0.0		0.0		27,981.4		98,207.8		1,242,921.1		563,481.6
12-31-2027		295		279.59		129.6		1,794.6		0.0		0.0		24,469.8		71,913.6		1,314,834.7		583,085.9
SUBTOTAL						2,488.3		32,999.6		124,814.5		0.0		329,498.7		1,314,834.7		1,314,834.7		583,085.9
REMAINING						340.2		4,590.5		0.0		14,024.2		119,348.4		112,449.7		1,427,284.4		609,955.8
TOTAL OF 20.5 YRS						2,828.5		37,590.1		124,814.5		14,024.2		448,847.1		1,427,284.4		1,427,284.4		609,955.8

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 50

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/COND				NGL				GAS				GROSS OPERATING
LEASE		COMPLTNS				OIL/COND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
NUMBER	LEASE NAME	OIL		GAS		BBL		MCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
CALIFORNIA
ORCUTT FIELD, SANTA BARBARA COUNTY
710001	110 WELL 001 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710002	110 WELL 002 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710003	110 WELL 003 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710004	110 WELL 004 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710005	110 WELL 005 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710006	110 WELL 006 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710007	110 WELL 007 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710008	110 WELL 008 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710009	110 WELL 009 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710010	110 WELL 010 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710011	110 WELL 011 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710012	110 WELL 012 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710013	110 WELL 013 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710014	110 WELL 014 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710015	110 WELL 015 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710016	110 WELL 016 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710017	110 WELL 017 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710018	110 WELL 018 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710019	110 WELL 019 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710020	110 WELL 020 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710021	110 WELL 021 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710022	110 WELL 022 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710023	110 WELL 023 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710024	110 WELL 024 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710025	110 WELL 025 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710026	110 WELL 026 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710027	110 WELL 027 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710028	110 WELL 028 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710029	110 WELL 029 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710030	110 WELL 030 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710031	110 WELL 031 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710032	110 WELL 032 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710033	110 WELL 033 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710034	110 WELL 034 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710035	110 WELL 035 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710036	110 WELL 036 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710037	110 WELL 037 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710038	110 WELL 038 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710039	110 WELL 039 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710040	110 WELL 040 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710041	110 WELL 041 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710042	110 WELL 042 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 51

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL TAXES M$		NET CAP COST M$		ABDNMNT COST M$		OPERATING EXPENSE M$		NET REVENUE M$		CUM P.W. 10.000% M$
LEASE NUMBER	LEASE NAME	OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL M$		NGL M$		GAS M$
CALIFORNIA
ORCUTT FIELD, SANTA BARBARA COUNTY
710001	110 WELL 001 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710002	110 WELL 002 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710003	110 WELL 003 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710004	110 WELL 004 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710005	110 WELL 005 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710006	110 WELL 006 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710007	110 WELL 007 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710008	110 WELL 008 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710009	110 WELL 009 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710010	110 WELL 010 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710011	110 WELL 011 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710012	110 WELL 012 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710013	110 WELL 013 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710014	110 WELL 014 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710015	110 WELL 015 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710016	110 WELL 016 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710017	110 WELL 017 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710018	110 WELL 018 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710019	110 WELL 019 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710020	110 WELL 020 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710021	110 WELL 021 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710022	110 WELL 022 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710023	110 WELL 023 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710024	110 WELL 024 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710025	110 WELL 025 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710026	110 WELL 026 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710027	110 WELL 027 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710028	110 WELL 028 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710029	110 WELL 029 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710030	110 WELL 030 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710031	110 WELL 031 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710032	110 WELL 032 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710033	110 WELL 033 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710034	110 WELL 034 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710035	110 WELL 035 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710036	110 WELL 036 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710037	110 WELL 037 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710038	110 WELL 038 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710039	110 WELL 039 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710040	110 WELL 040 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710041	110 WELL 041 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710042	110 WELL 042 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 52

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/COND				NGL				GAS				GROSS OPERATING
LEASE		COMPLTNS				OIL/COND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
NUMBER	LEASE NAME	OIL		GAS		BBL		MCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
710043	110 WELL 043 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710044	110 WELL 044 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710045	110 WELL 045 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710046	110 WELL 046 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710047	110 WELL 047 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710048	110 WELL 048 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710049	110 WELL 049 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710050	110 WELL 050 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710051	110 WELL 051 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710052	110 WELL 052 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710053	110 WELL 053 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710054	110 WELL 054 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710055	110 WELL 055 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710056	110 WELL 056 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710057	110 WELL 057 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710058	110 WELL 058 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710059	110 WELL 059 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710060	110 WELL 060 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710061	110 WELL 061 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710062	110 WELL 062 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710063	110 WELL 063 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710064	110 WELL 064 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710065	110 WELL 065 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710066	110 WELL 066 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710067	110 WELL 067 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710068	110 WELL 068 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710069	110 WELL 069 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710070	110 WELL 070 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710071	110 WELL 071 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710072	110 WELL 072 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710073	110 WELL 073 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710074	110 WELL 074 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710075	110 WELL 075 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710076	110 WELL 076 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710077	110 WELL 077 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710078	110 WELL 078 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710079	110 WELL 079 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710080	110 WELL 080 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710081	110 WELL 081 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710082	110 WELL 082 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710083	110 WELL 083 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710084	110 WELL 084 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 53

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL TAXES M$		NET CAP COST M$		ABDNMNT COST M$		OPERATING EXPENSE M$		NET REVENUE M$		CUM P.W. 10.000% M$
LEASE NUMBER	LEASE NAME	OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL M$		NGL M$		GAS M$
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
710043	110 WELL 043 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710044	110 WELL 044 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710045	110 WELL 045 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710046	110 WELL 046 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710047	110 WELL 047 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710048	110 WELL 048 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710049	110 WELL 049 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710050	110 WELL 050 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710051	110 WELL 051 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710052	110 WELL 052 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710053	110 WELL 053 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710054	110 WELL 054 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710055	110 WELL 055 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710056	110 WELL 056 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710057	110 WELL 057 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710058	110 WELL 058 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710059	110 WELL 059 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710060	110 WELL 060 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710061	110 WELL 061 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710062	110 WELL 062 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710063	110 WELL 063 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710064	110 WELL 064 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710065	110 WELL 065 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710066	110 WELL 066 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710067	110 WELL 067 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710068	110 WELL 068 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710069	110 WELL 069 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710070	110 WELL 070 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710071	110 WELL 071 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710072	110 WELL 072 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710073	110 WELL 073 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710074	110 WELL 074 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710075	110 WELL 075 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710076	110 WELL 076 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710077	110 WELL 077 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710078	110 WELL 078 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710079	110 WELL 079 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710080	110 WELL 080 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710081	110 WELL 081 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710082	110 WELL 082 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710083	110 WELL 083 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710084	110 WELL 084 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 54

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/COND				NGL				GAS				GROSS OPERATING
LEASE		COMPLTNS				OIL/COND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
NUMBER	LEASE NAME	OIL		GAS		BBL		MCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
710085	110 WELL 085 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710086	110 WELL 086 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710087	110 WELL 087 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710088	110 WELL 088 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710089	110 WELL 089 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710090	110 WELL 090 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710091	110 WELL 091 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710092	110 WELL 092 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710093	110 WELL 093 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710094	110 WELL 094 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710095	110 WELL 095 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710096	110 WELL 096 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710097	110 WELL 097 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710098	110 WELL 098 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710099	110 WELL 099 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.7
710100	110 WELL 100 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.8
710101	110 WELL 101 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.8
710102	110 WELL 102 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.8
710103	110 WELL 103 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.8
710104	110 WELL 104 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.8
710105	110 WELL 105 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.8
710106	110 WELL 106 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.8
710107	110 WELL 107 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.8
710108	110 WELL 108 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.8
710109	110 WELL 109 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.8
710110	110 WELL 110 IPS		1		0		21,319		9,594		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		17.8
710119	2014X RD IPS		1		0		21,316		9,592		100.000		100.000		91.129		91.129		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		16.8
720001	FBO LOC 001 IPS		1		0		21,378		9,620		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
720002	FBO LOC 002 IPS		1		0		21,378		9,620		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
720003	FBO LOC 003 IPS		1		0		21,378		9,620		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
720004	FBO LOC 004 IPS		1		0		21,378		9,620		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
720005	FBO LOC 005 IPS		1		0		21,378		9,620		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
720006	FBO LOC 006 IPS		1		0		21,378		9,620		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
720007	FBO LOC 007 IPS		1		0		21,378		9,620		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
720008	FBO LOC 008 IPS		1		0		21,378		9,620		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
720009	FBO LOC 009 IPS		1		0		21,378		9,620		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
720010	FBO LOC 010 IPS		1		0		21,378		9,620		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
720011	FBO LOC 011 IPS		1		0		21,378		9,620		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
720012	FBO LOC 012 IPS		1		0		21,378		9,620		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
720013	FBO LOC 013 IPS		1		0		21,378		9,620		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
720014	FBO LOC 014 IPS		1		0		21,378		9,620		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
720015	FBO LOC 015 IPS		1		0		21,378		9,620		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 55

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL TAXES M$		NET CAP COST M$		ABDNMNT COST M$		OPERATING EXPENSE M$		NET REVENUE M$		CUM P.W. 10.000% M$
LEASE NUMBER	LEASE NAME	OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL M$		NGL M$		GAS M$
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
710085	110 WELL 085 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710086	110 WELL 086 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710087	110 WELL 087 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710088	110 WELL 088 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710089	110 WELL 089 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710090	110 WELL 090 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710091	110 WELL 091 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710092	110 WELL 092 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710093	110 WELL 093 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710094	110 WELL 094 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710095	110 WELL 095 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710096	110 WELL 096 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710097	110 WELL 097 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710098	110 WELL 098 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710099	110 WELL 099 IPS		21,319		0		9,594		18,586		0		0		1,911.9		0.0		0.0		37.9		0.0		0.0		99.1		1,774.9		969.9
710100	110 WELL 100 IPS		21,319		0		9,594		18,575		0		0		1,911.2		0.0		0.0		37.7		0.0		0.0		98.9		1,774.6		961.7
710101	110 WELL 101 IPS		21,319		0		9,594		18,575		0		0		1,911.2		0.0		0.0		37.7		0.0		0.0		98.9		1,774.6		961.7
710102	110 WELL 102 IPS		21,319		0		9,594		18,575		0		0		1,911.2		0.0		0.0		37.7		0.0		0.0		98.9		1,774.6		961.7
710103	110 WELL 103 IPS		21,319		0		9,594		18,575		0		0		1,911.2		0.0		0.0		37.7		0.0		0.0		98.9		1,774.6		961.7
710104	110 WELL 104 IPS		21,319		0		9,594		18,575		0		0		1,911.2		0.0		0.0		37.7		0.0		0.0		98.9		1,774.6		961.7
710105	110 WELL 105 IPS		21,319		0		9,594		18,575		0		0		1,911.2		0.0		0.0		37.7		0.0		0.0		98.9		1,774.6		961.7
710106	110 WELL 106 IPS		21,319		0		9,594		18,575		0		0		1,911.2		0.0		0.0		37.7		0.0		0.0		98.9		1,774.6		961.7
710107	110 WELL 107 IPS		21,319		0		9,594		18,575		0		0		1,911.2		0.0		0.0		37.7		0.0		0.0		98.9		1,774.6		961.7
710108	110 WELL 108 IPS		21,319		0		9,594		18,575		0		0		1,911.2		0.0		0.0		37.7		0.0		0.0		98.9		1,774.6		961.7
710109	110 WELL 109 IPS		21,319		0		9,594		18,575		0		0		1,911.2		0.0		0.0		37.7		0.0		0.0		98.9		1,774.6		961.7
710110	110 WELL 110 IPS		21,319		0		9,594		18,575		0		0		1,911.2		0.0		0.0		37.7		0.0		0.0		98.9		1,774.6		961.7
710119	2014X RD IPS		21,316		0		9,592		19,425		0		0		1,998.4		0.0		0.0		39.3		0.0		0.0		101.5		1,857.6		1,112.5
720001	FBO LOC 001 IPS		21,378		0		9,620		18,409		0		0		1,893.9		0.0		0.0		37.2		0.0		0.0		99.0		1,757.7		803.8
720002	FBO LOC 002 IPS		21,378		0		9,620		18,409		0		0		1,893.9		0.0		0.0		37.2		0.0		0.0		99.0		1,757.7		803.8
720003	FBO LOC 003 IPS		21,378		0		9,620		18,409		0		0		1,893.9		0.0		0.0		37.2		0.0		0.0		99.0		1,757.7		803.8
720004	FBO LOC 004 IPS		21,378		0		9,620		18,409		0		0		1,893.9		0.0		0.0		37.2		0.0		0.0		99.0		1,757.7		803.8
720005	FBO LOC 005 IPS		21,378		0		9,620		18,409		0		0		1,893.9		0.0		0.0		37.2		0.0		0.0		99.0		1,757.7		803.8
720006	FBO LOC 006 IPS		21,378		0		9,620		18,409		0		0		1,893.9		0.0		0.0		37.2		0.0		0.0		99.0		1,757.7		803.8
720007	FBO LOC 007 IPS		21,378		0		9,620		18,409		0		0		1,893.9		0.0		0.0		37.2		0.0		0.0		99.0		1,757.7		803.8
720008	FBO LOC 008 IPS		21,378		0		9,620		18,409		0		0		1,893.9		0.0		0.0		37.2		0.0		0.0		99.0		1,757.7		803.8
720009	FBO LOC 009 IPS		21,378		0		9,620		18,409		0		0		1,893.9		0.0		0.0		37.2		0.0		0.0		99.0		1,757.7		803.8
720010	FBO LOC 010 IPS		21,378		0		9,620		18,409		0		0		1,893.9		0.0		0.0		37.2		0.0		0.0		99.0		1,757.7		803.8
720011	FBO LOC 011 IPS		21,378		0		9,620		18,409		0		0		1,893.9		0.0		0.0		37.2		0.0		0.0		99.0		1,757.7		803.8
720012	FBO LOC 012 IPS		21,378		0		9,620		18,409		0		0		1,893.9		0.0		0.0		37.2		0.0		0.0		99.0		1,757.7		803.8
720013	FBO LOC 013 IPS		21,378		0		9,620		18,409		0		0		1,893.9		0.0		0.0		37.2		0.0		0.0		99.0		1,757.7		803.8
720014	FBO LOC 014 IPS		21,378		0		9,620		18,409		0		0		1,893.9		0.0		0.0		37.2		0.0		0.0		99.0		1,757.7		803.8
720015	FBO LOC 015 IPS		21,378		0		9,620		18,409		0		0		1,893.9		0.0		0.0		37.2		0.0		0.0		99.0		1,757.7		803.8

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 56

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/COND				NGL				GAS				GROSS OPERATING
LEASE		COMPLTNS				OIL/COND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
NUMBER	LEASE NAME	OIL		GAS		BBL		MCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
720016	FBO LOC 016 IPS		1		0		21,378		9,620		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
720017	FBO LOC 017 IPS		1		0		21,378		9,620		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
720018	FBO LOC 018 IPS		1		0		21,378		9,620		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
720019	FBO LOC 019 IPS		1		0		21,378		9,620		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
720020	FBO LOC 020 IPS		1		0		21,378		9,620		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
720021	FBO LOC 021 IPS		1		0		21,378		9,620		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
720022	FBO LOC 022 IPS		1		0		21,378		9,620		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
720023	FBO LOC 023 IPS		1		0		21,378		9,620		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
720024	FBO LOC 024 IPS		1		0		21,378		9,620		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
720025	FBO LOC 025 IPS		1		0		21,378		9,620		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
720026	FBO LOC 026 IPS		1		0		21,378		9,620		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
720027	FBO LOC 027 IPS		1		0		21,378		9,620		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
720028	FBO LOC 028 IPS		1		0		21,383		9,622		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720029	FBO LOC 029 IPS		1		0		21,383		9,622		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720030	FBO LOC 030 IPS		1		0		21,383		9,622		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720031	FBO LOC 031 IPS		1		0		21,383		9,622		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720032	FBO LOC 032 IPS		1		0		21,383		9,622		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720033	FBO LOC 033 IPS		1		0		21,383		9,622		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720034	FBO LOC 034 IPS		1		0		21,383		9,622		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720035	FBO LOC 035 IPS		1		0		21,383		9,622		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720036	FBO LOC 036 IPS		1		0		21,383		9,622		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720037	FBO LOC 037 IPS		1		0		21,383		9,622		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720038	FBO LOC 038 IPS		1		0		21,383		9,622		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720039	FBO LOC 039 IPS		1		0		21,383		9,622		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720040	FBO LOC 040 IPS		1		0		21,383		9,622		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720041	FBO LOC 041 IPS		1		0		21,383		9,622		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720042	FBO LOC 042 IPS		1		0		21,383		9,622		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720043	FBO LOC 043 IPS		1		0		21,383		9,622		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720044	FBO LOC 044 IPS		1		0		21,383		9,622		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720045	FBO LOC 045 IPS		1		0		21,383		9,622		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720046	FBO LOC 046 IPS		1		0		21,383		9,622		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720047	FBO LOC 047 IPS		1		0		21,383		9,622		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720048	FBO LOC 048 IPS		1		0		21,383		9,622		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720049	FBO LOC 049 IPS		1		0		21,383		9,622		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720050	FBO LOC 050 IPS		1		0		21,383		9,622		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720051	FBO LOC 051 IPS		1		0		21,383		9,622		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720052	FBO LOC 052 IPS		1		0		21,383		9,622		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720053	FBO LOC 053 IPS		1		0		21,383		9,622		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720054	FBO LOC 054 IPS		1		0		21,383		9,622		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720055	FBO LOC 055 IPS		1		0		21,389		9,625		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720056	FBO LOC 056 IPS		1		0		21,389		9,625		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720057	FBO LOC 057 IPS		1		0		21,389		9,625		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 57

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL TAXES M$		NET CAP COST M$		ABDNMNT COST M$		OPERATING EXPENSE M$		NET REVENUE M$		CUM P.W. 10.000% M$
LEASE NUMBER	LEASE NAME	OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL M$		NGL M$		GAS M$
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
720016	FBO LOC 016 IPS		21,378		0		9,620		18,409		0		0		1,893.9		0.0		0.0		37.2		0.0		0.0		99.0		1,757.7		803.8
720017	FBO LOC 017 IPS		21,378		0		9,620		18,409		0		0		1,893.9		0.0		0.0		37.2		0.0		0.0		99.0		1,757.7		803.8
720018	FBO LOC 018 IPS		21,378		0		9,620		18,409		0		0		1,893.9		0.0		0.0		37.2		0.0		0.0		99.0		1,757.7		803.8
720019	FBO LOC 019 IPS		21,378		0		9,620		18,409		0		0		1,893.9		0.0		0.0		37.2		0.0		0.0		99.0		1,757.7		803.8
720020	FBO LOC 020 IPS		21,378		0		9,620		18,409		0		0		1,893.9		0.0		0.0		37.2		0.0		0.0		99.0		1,757.7		803.8
720021	FBO LOC 021 IPS		21,378		0		9,620		18,409		0		0		1,893.9		0.0		0.0		37.2		0.0		0.0		99.0		1,757.7		803.8
720022	FBO LOC 022 IPS		21,378		0		9,620		18,409		0		0		1,893.9		0.0		0.0		37.2		0.0		0.0		99.0		1,757.7		803.8
720023	FBO LOC 023 IPS		21,378		0		9,620		18,409		0		0		1,893.9		0.0		0.0		37.2		0.0		0.0		99.0		1,757.7		803.8
720024	FBO LOC 024 IPS		21,378		0		9,620		18,409		0		0		1,893.9		0.0		0.0		37.2		0.0		0.0		99.0		1,757.7		803.8
720025	FBO LOC 025 IPS		21,378		0		9,620		18,409		0		0		1,893.9		0.0		0.0		37.2		0.0		0.0		99.0		1,757.7		803.8
720026	FBO LOC 026 IPS		21,378		0		9,620		18,409		0		0		1,893.9		0.0		0.0		37.2		0.0		0.0		99.0		1,757.7		803.8
720027	FBO LOC 027 IPS		21,378		0		9,620		18,409		0		0		1,893.9		0.0		0.0		37.2		0.0		0.0		99.0		1,757.7		803.8
720028	FBO LOC 028 IPS		21,383		0		9,622		18,414		0		0		1,894.5		0.0		0.0		37.3		0.0		0.0		99.4		1,757.8		797.5
720029	FBO LOC 029 IPS		21,383		0		9,622		18,414		0		0		1,894.5		0.0		0.0		37.3		0.0		0.0		99.4		1,757.8		797.5
720030	FBO LOC 030 IPS		21,383		0		9,622		18,414		0		0		1,894.5		0.0		0.0		37.3		0.0		0.0		99.4		1,757.8		797.5
720031	FBO LOC 031 IPS		21,383		0		9,622		18,414		0		0		1,894.5		0.0		0.0		37.3		0.0		0.0		99.4		1,757.8		797.5
720032	FBO LOC 032 IPS		21,383		0		9,622		18,414		0		0		1,894.5		0.0		0.0		37.3		0.0		0.0		99.4		1,757.8		797.5
720033	FBO LOC 033 IPS		21,383		0		9,622		18,414		0		0		1,894.5		0.0		0.0		37.3		0.0		0.0		99.4		1,757.8		797.5
720034	FBO LOC 034 IPS		21,383		0		9,622		18,414		0		0		1,894.5		0.0		0.0		37.3		0.0		0.0		99.4		1,757.8		797.5
720035	FBO LOC 035 IPS		21,383		0		9,622		18,414		0		0		1,894.5		0.0		0.0		37.3		0.0		0.0		99.4		1,757.8		797.5
720036	FBO LOC 036 IPS		21,383		0		9,622		18,414		0		0		1,894.5		0.0		0.0		37.3		0.0		0.0		99.4		1,757.8		797.5
720037	FBO LOC 037 IPS		21,383		0		9,622		18,414		0		0		1,894.5		0.0		0.0		37.3		0.0		0.0		99.4		1,757.8		797.5
720038	FBO LOC 038 IPS		21,383		0		9,622		18,414		0		0		1,894.5		0.0		0.0		37.3		0.0		0.0		99.4		1,757.8		797.5
720039	FBO LOC 039 IPS		21,383		0		9,622		18,414		0		0		1,894.5		0.0		0.0		37.3		0.0		0.0		99.4		1,757.8		797.5
720040	FBO LOC 040 IPS		21,383		0		9,622		18,414		0		0		1,894.5		0.0		0.0		37.3		0.0		0.0		99.4		1,757.8		797.5
720041	FBO LOC 041 IPS		21,383		0		9,622		18,414		0		0		1,894.5		0.0		0.0		37.3		0.0		0.0		99.4		1,757.8		797.5
720042	FBO LOC 042 IPS		21,383		0		9,622		18,414		0		0		1,894.5		0.0		0.0		37.3		0.0		0.0		99.4		1,757.8		797.5
720043	FBO LOC 043 IPS		21,383		0		9,622		18,414		0		0		1,894.5		0.0		0.0		37.3		0.0		0.0		99.4		1,757.8		797.5
720044	FBO LOC 044 IPS		21,383		0		9,622		18,414		0		0		1,894.5		0.0		0.0		37.3		0.0		0.0		99.4		1,757.8		797.5
720045	FBO LOC 045 IPS		21,383		0		9,622		18,414		0		0		1,894.5		0.0		0.0		37.3		0.0		0.0		99.4		1,757.8		797.5
720046	FBO LOC 046 IPS		21,383		0		9,622		18,414		0		0		1,894.5		0.0		0.0		37.3		0.0		0.0		99.4		1,757.8		797.5
720047	FBO LOC 047 IPS		21,383		0		9,622		18,414		0		0		1,894.5		0.0		0.0		37.3		0.0		0.0		99.4		1,757.8		797.5
720048	FBO LOC 048 IPS		21,383		0		9,622		18,414		0		0		1,894.5		0.0		0.0		37.3		0.0		0.0		99.4		1,757.8		797.5
720049	FBO LOC 049 IPS		21,383		0		9,622		18,414		0		0		1,894.5		0.0		0.0		37.3		0.0		0.0		99.4		1,757.8		797.5
720050	FBO LOC 050 IPS		21,383		0		9,622		18,414		0		0		1,894.5		0.0		0.0		37.3		0.0		0.0		99.4		1,757.8		797.5
720051	FBO LOC 051 IPS		21,383		0		9,622		18,414		0		0		1,894.5		0.0		0.0		37.3		0.0		0.0		99.4		1,757.8		797.5
720052	FBO LOC 052 IPS		21,383		0		9,622		18,414		0		0		1,894.5		0.0		0.0		37.3		0.0		0.0		99.4		1,757.8		797.5
720053	FBO LOC 053 IPS		21,383		0		9,622		18,414		0		0		1,894.5		0.0		0.0		37.3		0.0		0.0		99.4		1,757.8		797.5
720054	FBO LOC 054 IPS		21,383		0		9,622		18,414		0		0		1,894.5		0.0		0.0		37.3		0.0		0.0		99.4		1,757.8		797.5
720055	FBO LOC 055 IPS		21,389		0		9,625		18,419		0		0		1,894.8		0.0		0.0		37.2		0.0		0.0		100.0		1,757.6		791.1
720056	FBO LOC 056 IPS		21,389		0		9,625		18,419		0		0		1,894.8		0.0		0.0		37.2		0.0		0.0		100.0		1,757.6		791.1
720057	FBO LOC 057 IPS		21,389		0		9,625		18,419		0		0		1,894.8		0.0		0.0		37.2		0.0		0.0		100.0		1,757.6		791.1

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 58

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/COND				NGL				GAS				GROSS OPERATING
LEASE		COMPLTNS				OIL/COND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
NUMBER	LEASE NAME	OIL		GAS		BBL		MCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
720058	FBO LOC 058 IPS		1		0		21,389		9,625		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720059	FBO LOC 059 IPS		1		0		21,389		9,625		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720060	FBO LOC 060 IPS		1		0		21,389		9,625		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720061	FBO LOC 061 IPS		1		0		21,389		9,625		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720062	FBO LOC 062 IPS		1		0		21,389		9,625		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720063	FBO LOC 063 IPS		1		0		21,389		9,625		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720064	FBO LOC 064 IPS		1		0		21,389		9,625		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720065	FBO LOC 065 IPS		1		0		21,389		9,625		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720066	FBO LOC 066 IPS		1		0		21,389		9,625		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720067	FBO LOC 067 IPS		1		0		21,389		9,625		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720068	FBO LOC 068 IPS		1		0		21,389		9,625		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720069	FBO LOC 069 IPS		1		0		21,389		9,625		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720070	FBO LOC 070 IPS		1		0		21,389		9,625		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720071	FBO LOC 071 IPS		1		0		21,389		9,625		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720072	FBO LOC 072 IPS		1		0		21,389		9,625		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720073	FBO LOC 073 IPS		1		0		21,389		9,625		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720074	FBO LOC 074 IPS		1		0		21,389		9,625		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720075	FBO LOC 075 IPS		1		0		21,389		9,625		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720076	FBO LOC 076 IPS		1		0		21,389		9,625		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720077	FBO LOC 077 IPS		1		0		21,389		9,625		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720078	FBO LOC 078 IPS		1		0		21,389		9,625		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720079	FBO LOC 079 IPS		1		0		21,389		9,625		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720080	FBO LOC 080 IPS		1		0		21,389		9,625		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720081	FBO LOC 081 IPS		1		0		21,389		9,625		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720082	FBO LOC 082 IPS		1		0		21,394		9,627		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720083	FBO LOC 083 IPS		1		0		21,394		9,627		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720084	FBO LOC 084 IPS		1		0		21,394		9,627		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720085	FBO LOC 085 IPS		1		0		21,394		9,627		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720086	FBO LOC 086 IPS		1		0		21,394		9,627		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720087	FBO LOC 087 IPS		1		0		21,394		9,627		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720088	FBO LOC 088 IPS		1		0		21,394		9,627		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720089	FBO LOC 089 IPS		1		0		21,394		9,627		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720090	FBO LOC 090 IPS		1		0		21,394		9,627		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720091	FBO LOC 091 IPS		1		0		21,394		9,627		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720092	FBO LOC 092 IPS		1		0		21,394		9,627		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720093	FBO LOC 093 IPS		1		0		21,394		9,627		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720094	FBO LOC 094 IPS		1		0		21,394		9,627		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720095	FBO LOC 095 IPS		1		0		21,394		9,627		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720096	FBO LOC 096 IPS		1		0		21,394		9,627		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720097	FBO LOC 097 IPS		1		0		21,394		9,627		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720098	FBO LOC 098 IPS		1		0		21,394		9,627		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720099	FBO LOC 099 IPS		1		0		21,394		9,627		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 59

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL TAXES M$		NET CAP COST M$		ABDNMNT COST M$		OPERATING EXPENSE M$		NET REVENUE M$		CUM P.W. 10.000% M$
LEASE NUMBER	LEASE NAME	OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL M$		NGL M$		GAS M$
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
720058	FBO LOC 058 IPS		21,389		0		9,625		18,419		0		0		1,894.8		0.0		0.0		37.2		0.0		0.0		100.0		1,757.6		791.1
720059	FBO LOC 059 IPS		21,389		0		9,625		18,419		0		0		1,894.8		0.0		0.0		37.2		0.0		0.0		100.0		1,757.6		791.1
720060	FBO LOC 060 IPS		21,389		0		9,625		18,419		0		0		1,894.8		0.0		0.0		37.2		0.0		0.0		100.0		1,757.6		791.1
720061	FBO LOC 061 IPS		21,389		0		9,625		18,419		0		0		1,894.8		0.0		0.0		37.2		0.0		0.0		100.0		1,757.6		791.1
720062	FBO LOC 062 IPS		21,389		0		9,625		18,419		0		0		1,894.8		0.0		0.0		37.2		0.0		0.0		100.0		1,757.6		791.1
720063	FBO LOC 063 IPS		21,389		0		9,625		18,419		0		0		1,894.8		0.0		0.0		37.2		0.0		0.0		100.0		1,757.6		791.1
720064	FBO LOC 064 IPS		21,389		0		9,625		18,419		0		0		1,894.8		0.0		0.0		37.2		0.0		0.0		100.0		1,757.6		791.1
720065	FBO LOC 065 IPS		21,389		0		9,625		18,419		0		0		1,894.8		0.0		0.0		37.2		0.0		0.0		100.0		1,757.6		791.1
720066	FBO LOC 066 IPS		21,389		0		9,625		18,419		0		0		1,894.8		0.0		0.0		37.2		0.0		0.0		100.0		1,757.6		791.1
720067	FBO LOC 067 IPS		21,389		0		9,625		18,419		0		0		1,894.8		0.0		0.0		37.2		0.0		0.0		100.0		1,757.6		791.1
720068	FBO LOC 068 IPS		21,389		0		9,625		18,419		0		0		1,894.8		0.0		0.0		37.2		0.0		0.0		100.0		1,757.6		791.1
720069	FBO LOC 069 IPS		21,389		0		9,625		18,419		0		0		1,894.8		0.0		0.0		37.2		0.0		0.0		100.0		1,757.6		791.1
720070	FBO LOC 070 IPS		21,389		0		9,625		18,419		0		0		1,894.8		0.0		0.0		37.2		0.0		0.0		100.0		1,757.6		791.1
720071	FBO LOC 071 IPS		21,389		0		9,625		18,419		0		0		1,894.8		0.0		0.0		37.2		0.0		0.0		100.0		1,757.6		791.1
720072	FBO LOC 072 IPS		21,389		0		9,625		18,419		0		0		1,894.8		0.0		0.0		37.2		0.0		0.0		100.0		1,757.6		791.1
720073	FBO LOC 073 IPS		21,389		0		9,625		18,419		0		0		1,894.8		0.0		0.0		37.2		0.0		0.0		100.0		1,757.6		791.1
720074	FBO LOC 074 IPS		21,389		0		9,625		18,419		0		0		1,894.8		0.0		0.0		37.2		0.0		0.0		100.0		1,757.6		791.1
720075	FBO LOC 075 IPS		21,389		0		9,625		18,419		0		0		1,894.8		0.0		0.0		37.2		0.0		0.0		100.0		1,757.6		791.1
720076	FBO LOC 076 IPS		21,389		0		9,625		18,419		0		0		1,894.8		0.0		0.0		37.2		0.0		0.0		100.0		1,757.6		791.1
720077	FBO LOC 077 IPS		21,389		0		9,625		18,419		0		0		1,894.8		0.0		0.0		37.2		0.0		0.0		100.0		1,757.6		791.1
720078	FBO LOC 078 IPS		21,389		0		9,625		18,419		0		0		1,894.8		0.0		0.0		37.2		0.0		0.0		100.0		1,757.6		791.1
720079	FBO LOC 079 IPS		21,389		0		9,625		18,419		0		0		1,894.8		0.0		0.0		37.2		0.0		0.0		100.0		1,757.6		791.1
720080	FBO LOC 080 IPS		21,389		0		9,625		18,419		0		0		1,894.8		0.0		0.0		37.2		0.0		0.0		100.0		1,757.6		791.1
720081	FBO LOC 081 IPS		21,389		0		9,625		18,419		0		0		1,894.8		0.0		0.0		37.2		0.0		0.0		100.0		1,757.6		791.1
720082	FBO LOC 082 IPS		21,394		0		9,627		18,424		0		0		1,895.4		0.0		0.0		37.3		0.0		0.0		100.4		1,757.7		784.9
720083	FBO LOC 083 IPS		21,394		0		9,627		18,424		0		0		1,895.4		0.0		0.0		37.3		0.0		0.0		100.4		1,757.7		784.9
720084	FBO LOC 084 IPS		21,394		0		9,627		18,424		0		0		1,895.4		0.0		0.0		37.3		0.0		0.0		100.4		1,757.7		784.9
720085	FBO LOC 085 IPS		21,394		0		9,627		18,424		0		0		1,895.4		0.0		0.0		37.3		0.0		0.0		100.4		1,757.7		784.9
720086	FBO LOC 086 IPS		21,394		0		9,627		18,424		0		0		1,895.4		0.0		0.0		37.3		0.0		0.0		100.4		1,757.7		784.9
720087	FBO LOC 087 IPS		21,394		0		9,627		18,424		0		0		1,895.4		0.0		0.0		37.3		0.0		0.0		100.4		1,757.7		784.9
720088	FBO LOC 088 IPS		21,394		0		9,627		18,424		0		0		1,895.4		0.0		0.0		37.3		0.0		0.0		100.4		1,757.7		784.9
720089	FBO LOC 089 IPS		21,394		0		9,627		18,424		0		0		1,895.4		0.0		0.0		37.3		0.0		0.0		100.4		1,757.7		784.9
720090	FBO LOC 090 IPS		21,394		0		9,627		18,424		0		0		1,895.4		0.0		0.0		37.3		0.0		0.0		100.4		1,757.7		784.9
720091	FBO LOC 091 IPS		21,394		0		9,627		18,424		0		0		1,895.4		0.0		0.0		37.3		0.0		0.0		100.4		1,757.7		784.9
720092	FBO LOC 092 IPS		21,394		0		9,627		18,424		0		0		1,895.4		0.0		0.0		37.3		0.0		0.0		100.4		1,757.7		784.9
720093	FBO LOC 093 IPS		21,394		0		9,627		18,424		0		0		1,895.4		0.0		0.0		37.3		0.0		0.0		100.4		1,757.7		784.9
720094	FBO LOC 094 IPS		21,394		0		9,627		18,424		0		0		1,895.4		0.0		0.0		37.3		0.0		0.0		100.4		1,757.7		784.9
720095	FBO LOC 095 IPS		21,394		0		9,627		18,424		0		0		1,895.4		0.0		0.0		37.3		0.0		0.0		100.4		1,757.7		784.9
720096	FBO LOC 096 IPS		21,394		0		9,627		18,424		0		0		1,895.4		0.0		0.0		37.3		0.0		0.0		100.4		1,757.7		784.9
720097	FBO LOC 097 IPS		21,394		0		9,627		18,424		0		0		1,895.4		0.0		0.0		37.3		0.0		0.0		100.4		1,757.7		784.9
720098	FBO LOC 098 IPS		21,394		0		9,627		18,424		0		0		1,895.4		0.0		0.0		37.3		0.0		0.0		100.4		1,757.7		784.9
720099	FBO LOC 099 IPS		21,394		0		9,627		18,424		0		0		1,895.4		0.0		0.0		37.3		0.0		0.0		100.4		1,757.7		784.9

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 60

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/COND				NGL				GAS				GROSS OPERATING
LEASE		COMPLTNS				OIL/COND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
NUMBER	LEASE NAME	OIL		GAS		BBL		MCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
720100	FBO LOC 100 IPS		1		0		21,394		9,627		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720101	FBO LOC 101 IPS		1		0		21,394		9,627		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720102	FBO LOC 102 IPS		1		0		21,394		9,627		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720103	FBO LOC 103 IPS		1		0		21,394		9,627		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720104	FBO LOC 104 IPS		1		0		21,394		9,627		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720105	FBO LOC 105 IPS		1		0		21,394		9,627		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720106	FBO LOC 106 IPS		1		0		21,394		9,627		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720107	FBO LOC 107 IPS		1		0		21,394		9,627		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720108	FBO LOC 108 IPS		1		0		21,394		9,627		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720109	FBO LOC 109 IPS		1		0		21,400		9,630		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720110	FBO LOC 110 IPS		1		0		21,400		9,630		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720111	FBO LOC 111 IPS		1		0		21,400		9,630		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720112	FBO LOC 112 IPS		1		0		21,400		9,630		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720113	FBO LOC 113 IPS		1		0		21,400		9,630		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720114	FBO LOC 114 IPS		1		0		21,400		9,630		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720115	FBO LOC 115 IPS		1		0		21,400		9,630		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720116	FBO LOC 116 IPS		1		0		21,400		9,630		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720117	FBO LOC 117 IPS		1		0		21,400		9,630		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720118	FBO LOC 118 IPS		1		0		21,400		9,630		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720119	FBO LOC 119 IPS		1		0		21,400		9,630		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720120	FBO LOC 120 IPS		1		0		21,400		9,630		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720121	FBO LOC 121 IPS		1		0		21,400		9,630		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720122	FBO LOC 122 IPS		1		0		21,400		9,630		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720123	FBO LOC 123 IPS		1		0		21,400		9,630		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720124	FBO LOC 124 IPS		1		0		21,400		9,630		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720125	FBO LOC 125 IPS		1		0		21,400		9,630		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720126	FBO LOC 126 IPS		1		0		21,400		9,630		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720127	FBO LOC 127 IPS		1		0		21,400		9,630		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720128	FBO LOC 128 IPS		1		0		21,400		9,630		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720129	FBO LOC 129 IPS		1		0		21,400		9,630		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720130	FBO LOC 130 IPS		1		0		21,400		9,630		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720131	FBO LOC 131 IPS		1		0		21,400		9,630		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720132	FBO LOC 132 IPS		1		0		21,400		9,630		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720133	FBO LOC 133 IPS		1		0		21,400		9,630		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720134	FBO LOC 134 IPS		1		0		21,400		9,630		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720135	FBO LOC 135 IPS		1		0		21,400		9,630		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
720136	FBO LOC 136 IPS		1		0		21,406		9,633		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.6		19.5
720137	FBO LOC 137 IPS		1		0		21,406		9,633		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.6		19.5
720138	FBO LOC 138 IPS		1		0		21,406		9,633		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.6		19.5
720139	FBO LOC 139 IPS		1		0		21,406		9,633		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.6		19.5
720140	FBO LOC 140 IPS		1		0		21,406		9,633		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.6		19.5
720141	FBO LOC 141 IPS		1		0		21,406		9,633		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.6		19.5

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 61

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL TAXES M$		NET CAP COST M$		ABDNMNT COST M$		OPERATING EXPENSE M$		NET REVENUE M$		CUM P.W. 10.000% M$
LEASE NUMBER	LEASE NAME	OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL M$		NGL M$		GAS M$
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
720100	FBO LOC 100 IPS		21,394		0		9,627		18,424		0		0		1,895.4		0.0		0.0		37.3		0.0		0.0		100.4		1,757.7		784.9
720101	FBO LOC 101 IPS		21,394		0		9,627		18,424		0		0		1,895.4		0.0		0.0		37.3		0.0		0.0		100.4		1,757.7		784.9
720102	FBO LOC 102 IPS		21,394		0		9,627		18,424		0		0		1,895.4		0.0		0.0		37.3		0.0		0.0		100.4		1,757.7		784.9
720103	FBO LOC 103 IPS		21,394		0		9,627		18,424		0		0		1,895.4		0.0		0.0		37.3		0.0		0.0		100.4		1,757.7		784.9
720104	FBO LOC 104 IPS		21,394		0		9,627		18,424		0		0		1,895.4		0.0		0.0		37.3		0.0		0.0		100.4		1,757.7		784.9
720105	FBO LOC 105 IPS		21,394		0		9,627		18,424		0		0		1,895.4		0.0		0.0		37.3		0.0		0.0		100.4		1,757.7		784.9
720106	FBO LOC 106 IPS		21,394		0		9,627		18,424		0		0		1,895.4		0.0		0.0		37.3		0.0		0.0		100.4		1,757.7		784.9
720107	FBO LOC 107 IPS		21,394		0		9,627		18,424		0		0		1,895.4		0.0		0.0		37.3		0.0		0.0		100.4		1,757.7		784.9
720108	FBO LOC 108 IPS		21,394		0		9,627		18,424		0		0		1,895.4		0.0		0.0		37.3		0.0		0.0		100.4		1,757.7		784.9
720109	FBO LOC 109 IPS		21,400		0		9,630		18,429		0		0		1,896.1		0.0		0.0		37.1		0.0		0.0		100.7		1,758.3		778.8
720110	FBO LOC 110 IPS		21,400		0		9,630		18,429		0		0		1,896.1		0.0		0.0		37.1		0.0		0.0		100.7		1,758.3		778.8
720111	FBO LOC 111 IPS		21,400		0		9,630		18,429		0		0		1,896.1		0.0		0.0		37.1		0.0		0.0		100.7		1,758.3		778.8
720112	FBO LOC 112 IPS		21,400		0		9,630		18,429		0		0		1,896.1		0.0		0.0		37.1		0.0		0.0		100.7		1,758.3		778.8
720113	FBO LOC 113 IPS		21,400		0		9,630		18,429		0		0		1,896.1		0.0		0.0		37.1		0.0		0.0		100.7		1,758.3		778.8
720114	FBO LOC 114 IPS		21,400		0		9,630		18,429		0		0		1,896.1		0.0		0.0		37.1		0.0		0.0		100.7		1,758.3		778.8
720115	FBO LOC 115 IPS		21,400		0		9,630		18,429		0		0		1,896.1		0.0		0.0		37.1		0.0		0.0		100.7		1,758.3		778.8
720116	FBO LOC 116 IPS		21,400		0		9,630		18,429		0		0		1,896.1		0.0		0.0		37.1		0.0		0.0		100.7		1,758.3		778.8
720117	FBO LOC 117 IPS		21,400		0		9,630		18,429		0		0		1,896.1		0.0		0.0		37.1		0.0		0.0		100.7		1,758.3		778.8
720118	FBO LOC 118 IPS		21,400		0		9,630		18,429		0		0		1,896.1		0.0		0.0		37.1		0.0		0.0		100.7		1,758.3		778.8
720119	FBO LOC 119 IPS		21,400		0		9,630		18,429		0		0		1,896.1		0.0		0.0		37.1		0.0		0.0		100.7		1,758.3		778.8
720120	FBO LOC 120 IPS		21,400		0		9,630		18,429		0		0		1,896.1		0.0		0.0		37.1		0.0		0.0		100.7		1,758.3		778.8
720121	FBO LOC 121 IPS		21,400		0		9,630		18,429		0		0		1,896.1		0.0		0.0		37.1		0.0		0.0		100.7		1,758.3		778.8
720122	FBO LOC 122 IPS		21,400		0		9,630		18,429		0		0		1,896.1		0.0		0.0		37.1		0.0		0.0		100.7		1,758.3		778.8
720123	FBO LOC 123 IPS		21,400		0		9,630		18,429		0		0		1,896.1		0.0		0.0		37.1		0.0		0.0		100.7		1,758.3		778.8
720124	FBO LOC 124 IPS		21,400		0		9,630		18,429		0		0		1,896.1		0.0		0.0		37.1		0.0		0.0		100.7		1,758.3		778.8
720125	FBO LOC 125 IPS		21,400		0		9,630		18,429		0		0		1,896.1		0.0		0.0		37.1		0.0		0.0		100.7		1,758.3		778.8
720126	FBO LOC 126 IPS		21,400		0		9,630		18,429		0		0		1,896.1		0.0		0.0		37.1		0.0		0.0		100.7		1,758.3		778.8
720127	FBO LOC 127 IPS		21,400		0		9,630		18,429		0		0		1,896.1		0.0		0.0		37.1		0.0		0.0		100.7		1,758.3		778.8
720128	FBO LOC 128 IPS		21,400		0		9,630		18,429		0		0		1,896.1		0.0		0.0		37.1		0.0		0.0		100.7		1,758.3		778.8
720129	FBO LOC 129 IPS		21,400		0		9,630		18,429		0		0		1,896.1		0.0		0.0		37.1		0.0		0.0		100.7		1,758.3		778.8
720130	FBO LOC 130 IPS		21,400		0		9,630		18,429		0		0		1,896.1		0.0		0.0		37.1		0.0		0.0		100.7		1,758.3		778.8
720131	FBO LOC 131 IPS		21,400		0		9,630		18,429		0		0		1,896.1		0.0		0.0		37.1		0.0		0.0		100.7		1,758.3		778.8
720132	FBO LOC 132 IPS		21,400		0		9,630		18,429		0		0		1,896.1		0.0		0.0		37.1		0.0		0.0		100.7		1,758.3		778.8
720133	FBO LOC 133 IPS		21,400		0		9,630		18,429		0		0		1,896.1		0.0		0.0		37.1		0.0		0.0		100.7		1,758.3		778.8
720134	FBO LOC 134 IPS		21,400		0		9,630		18,429		0		0		1,896.1		0.0		0.0		37.1		0.0		0.0		100.7		1,758.3		778.8
720135	FBO LOC 135 IPS		21,400		0		9,630		18,429		0		0		1,896.1		0.0		0.0		37.1		0.0		0.0		100.7		1,758.3		778.8
720136	FBO LOC 136 IPS		21,406		0		9,633		18,434		0		0		1,896.5		0.0		0.0		37.2		0.0		0.0		100.7		1,758.6		772.6
720137	FBO LOC 137 IPS		21,406		0		9,633		18,434		0		0		1,896.5		0.0		0.0		37.2		0.0		0.0		100.7		1,758.6		772.6
720138	FBO LOC 138 IPS		21,406		0		9,633		18,434		0		0		1,896.5		0.0		0.0		37.2		0.0		0.0		100.7		1,758.6		772.6
720139	FBO LOC 139 IPS		21,406		0		9,633		18,434		0		0		1,896.5		0.0		0.0		37.2		0.0		0.0		100.7		1,758.6		772.6
720140	FBO LOC 140 IPS		21,406		0		9,633		18,434		0		0		1,896.5		0.0		0.0		37.2		0.0		0.0		100.7		1,758.6		772.6
720141	FBO LOC 141 IPS		21,406		0		9,633		18,434		0		0		1,896.5		0.0		0.0		37.2		0.0		0.0		100.7		1,758.6		772.6

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 62

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/COND				NGL				GAS				GROSS OPERATING
LEASE		COMPLTNS				OIL/COND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
NUMBER	LEASE NAME	OIL		GAS		BBL		MCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
720142	FBO LOC 142 IPS		1		0		21,406		9,633		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.6		19.5
720143	FBO LOC 143 IPS		1		0		21,406		9,633		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.6		19.5
720144	FBO LOC 144 IPS		1		0		21,406		9,633		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.6		19.5
720145	FBO LOC 145 IPS		1		0		21,406		9,633		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.6		19.5
720146	FBO LOC 146 IPS		1		0		21,406		9,633		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.6		19.5
720147	FBO LOC 147 IPS		1		0		21,406		9,633		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.6		19.5
720148	FBO LOC 148 IPS		1		0		21,406		9,633		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.6		19.5
720149	FBO LOC 149 IPS		1		0		21,406		9,633		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.6		19.5
720150	FBO LOC 150 IPS		1		0		21,406		9,633		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.6		19.5
720151	FBO LOC 151 IPS		1		0		21,406		9,633		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.6		19.5
720152	FBO LOC 152 IPS		1		0		21,406		9,633		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.6		19.5
720153	FBO LOC 153 IPS		1		0		21,406		9,633		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.6		19.5
720154	FBO LOC 154 IPS		1		0		21,406		9,633		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.6		19.5
720155	FBO LOC 155 IPS		1		0		21,406		9,633		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.6		19.5
720156	FBO LOC 156 IPS		1		0		21,406		9,633		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.6		19.5
720157	FBO LOC 157 IPS		1		0		21,406		9,633		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.6		19.5
700158	FBO LOC 158 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.1
700159	FBO LOC 159 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.1
700160	FBO LOC 160 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.1
700161	FBO LOC 161 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.1
700162	FBO LOC 162 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.1
700163	FBO LOC 163 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.2
700164	FBO LOC 164 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.2
700165	FBO LOC 165 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.2
700166	FBO LOC 166 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.2
700167	FBO LOC 167 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.2
700168	FBO LOC 168 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.2
700169	FBO LOC 169 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.2
700170	FBO LOC 170 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.2
700171	FBO LOC 171 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.2
700172	FBO LOC 172 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.2
700173	FBO LOC 173 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.2
700174	FBO LOC 174 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.2
700175	FBO LOC 175 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.2
700176	FBO LOC 176 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.2
700177	FBO LOC 177 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.2
700178	FBO LOC 178 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.2
700179	FBO LOC 179 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.2
700180	FBO LOC 180 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.2
700181	FBO LOC 181 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.2
700182	FBO LOC 182 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.2
700183	FBO LOC 183 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.2

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 63

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL TAXES M$		NET CAP COST M$		ABDNMNT COST M$		OPERATING EXPENSE M$		NET REVENUE M$		CUM P.W. 10.000% M$
LEASE NUMBER	LEASE NAME	OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL M$		NGL M$		GAS M$
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
720142	FBO LOC 142 IPS		21,406		0		9,633		18,434		0		0		1,896.5		0.0		0.0		37.2		0.0		0.0		100.7		1,758.6		772.6
720143	FBO LOC 143 IPS		21,406		0		9,633		18,434		0		0		1,896.5		0.0		0.0		37.2		0.0		0.0		100.7		1,758.6		772.6
720144	FBO LOC 144 IPS		21,406		0		9,633		18,434		0		0		1,896.5		0.0		0.0		37.2		0.0		0.0		100.7		1,758.6		772.6
720145	FBO LOC 145 IPS		21,406		0		9,633		18,434		0		0		1,896.5		0.0		0.0		37.2		0.0		0.0		100.7		1,758.6		772.6
720146	FBO LOC 146 IPS		21,406		0		9,633		18,434		0		0		1,896.5		0.0		0.0		37.2		0.0		0.0		100.7		1,758.6		772.6
720147	FBO LOC 147 IPS		21,406		0		9,633		18,434		0		0		1,896.5		0.0		0.0		37.2		0.0		0.0		100.7		1,758.6		772.6
720148	FBO LOC 148 IPS		21,406		0		9,633		18,434		0		0		1,896.5		0.0		0.0		37.2		0.0		0.0		100.7		1,758.6		772.6
720149	FBO LOC 149 IPS		21,406		0		9,633		18,434		0		0		1,896.5		0.0		0.0		37.2		0.0		0.0		100.7		1,758.6		772.6
720150	FBO LOC 150 IPS		21,406		0		9,633		18,434		0		0		1,896.5		0.0		0.0		37.2		0.0		0.0		100.7		1,758.6		772.6
720151	FBO LOC 151 IPS		21,406		0		9,633		18,434		0		0		1,896.5		0.0		0.0		37.2		0.0		0.0		100.7		1,758.6		772.6
720152	FBO LOC 152 IPS		21,406		0		9,633		18,434		0		0		1,896.5		0.0		0.0		37.2		0.0		0.0		100.7		1,758.6		772.6
720153	FBO LOC 153 IPS		21,406		0		9,633		18,434		0		0		1,896.5		0.0		0.0		37.2		0.0		0.0		100.7		1,758.6		772.6
720154	FBO LOC 154 IPS		21,406		0		9,633		18,434		0		0		1,896.5		0.0		0.0		37.2		0.0		0.0		100.7		1,758.6		772.6
720155	FBO LOC 155 IPS		21,406		0		9,633		18,434		0		0		1,896.5		0.0		0.0		37.2		0.0		0.0		100.7		1,758.6		772.6
720156	FBO LOC 156 IPS		21,406		0		9,633		18,434		0		0		1,896.5		0.0		0.0		37.2		0.0		0.0		100.7		1,758.6		772.6
720157	FBO LOC 157 IPS		21,406		0		9,633		18,434		0		0		1,896.5		0.0		0.0		37.2		0.0		0.0		100.7		1,758.6		772.6
700158	FBO LOC 158 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.1		0.0		0.0		-20.5		726.0		321.8
700159	FBO LOC 159 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.1		0.0		0.0		-20.5		726.0		321.8
700160	FBO LOC 160 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.1		0.0		0.0		-20.5		726.0		321.8
700161	FBO LOC 161 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.1		0.0		0.0		-20.5		726.0		321.8
700162	FBO LOC 162 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.1		0.0		0.0		-20.5		726.0		321.8
700163	FBO LOC 163 IPS		8,146		0		3,666		6,994		0		0		719.7		0.0		0.0		14.0		0.0		0.0		-20.7		726.4		319.1
700164	FBO LOC 164 IPS		8,146		0		3,666		6,994		0		0		719.7		0.0		0.0		14.0		0.0		0.0		-20.7		726.4		319.1
700165	FBO LOC 165 IPS		8,146		0		3,666		6,994		0		0		719.7		0.0		0.0		14.0		0.0		0.0		-20.7		726.4		319.1
700166	FBO LOC 166 IPS		8,146		0		3,666		6,994		0		0		719.7		0.0		0.0		14.0		0.0		0.0		-20.7		726.4		319.1
700167	FBO LOC 167 IPS		8,146		0		3,666		6,994		0		0		719.7		0.0		0.0		14.0		0.0		0.0		-20.7		726.4		319.1
700168	FBO LOC 168 IPS		8,146		0		3,666		6,994		0		0		719.7		0.0		0.0		14.0		0.0		0.0		-20.7		726.4		319.1
700169	FBO LOC 169 IPS		8,146		0		3,666		6,994		0		0		719.7		0.0		0.0		14.0		0.0		0.0		-20.7		726.4		319.1
700170	FBO LOC 170 IPS		8,146		0		3,666		6,994		0		0		719.7		0.0		0.0		14.0		0.0		0.0		-20.7		726.4		319.1
700171	FBO LOC 171 IPS		8,146		0		3,666		6,994		0		0		719.7		0.0		0.0		14.0		0.0		0.0		-20.7		726.4		319.1
700172	FBO LOC 172 IPS		8,146		0		3,666		6,994		0		0		719.7		0.0		0.0		14.0		0.0		0.0		-20.7		726.4		319.1
700173	FBO LOC 173 IPS		8,146		0		3,666		6,994		0		0		719.7		0.0		0.0		14.0		0.0		0.0		-20.7		726.4		319.1
700174	FBO LOC 174 IPS		8,146		0		3,666		6,994		0		0		719.7		0.0		0.0		14.0		0.0		0.0		-20.7		726.4		319.1
700175	FBO LOC 175 IPS		8,146		0		3,666		6,994		0		0		719.7		0.0		0.0		14.0		0.0		0.0		-20.7		726.4		319.1
700176	FBO LOC 176 IPS		8,146		0		3,666		6,994		0		0		719.7		0.0		0.0		14.0		0.0		0.0		-20.7		726.4		319.1
700177	FBO LOC 177 IPS		8,146		0		3,666		6,994		0		0		719.7		0.0		0.0		14.0		0.0		0.0		-20.7		726.4		319.1
700178	FBO LOC 178 IPS		8,146		0		3,666		6,994		0		0		719.7		0.0		0.0		14.0		0.0		0.0		-20.7		726.4		319.1
700179	FBO LOC 179 IPS		8,146		0		3,666		6,994		0		0		719.7		0.0		0.0		14.0		0.0		0.0		-20.7		726.4		319.1
700180	FBO LOC 180 IPS		8,146		0		3,666		6,994		0		0		719.7		0.0		0.0		14.0		0.0		0.0		-20.7		726.4		319.1
700181	FBO LOC 181 IPS		8,146		0		3,666		6,994		0		0		719.7		0.0		0.0		14.0		0.0		0.0		-20.7		726.4		319.1
700182	FBO LOC 182 IPS		8,146		0		3,666		6,994		0		0		719.7		0.0		0.0		14.0		0.0		0.0		-20.7		726.4		319.1
700183	FBO LOC 183 IPS		8,146		0		3,666		6,994		0		0		719.7		0.0		0.0		14.0		0.0		0.0		-20.7		726.4		319.1

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 64

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/COND				NGL				GAS				GROSS OPERATING
LEASE		COMPLTNS				OIL/COND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
NUMBER	LEASE NAME	OIL		GAS		BBL		MCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
700184	FBO LOC 184 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.2
700185	FBO LOC 185 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.2
700186	FBO LOC 186 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.2
700187	FBO LOC 187 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.2
700188	FBO LOC 188 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.2
700189	FBO LOC 189 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.2
700190	FBO LOC 190 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700191	FBO LOC 191 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700192	FBO LOC 192 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700193	FBO LOC 193 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700194	FBO LOC 194 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700195	FBO LOC 195 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700196	FBO LOC 196 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700197	FBO LOC 197 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700198	FBO LOC 198 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700199	FBO LOC 199 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700200	FBO LOC 200 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700201	FBO LOC 201 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700202	FBO LOC 202 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700203	FBO LOC 203 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700204	FBO LOC 204 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700205	FBO LOC 205 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700206	FBO LOC 206 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700207	FBO LOC 207 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700208	FBO LOC 208 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700209	FBO LOC 209 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700210	FBO LOC 210 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700211	FBO LOC 211 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700212	FBO LOC 212 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700213	FBO LOC 213 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700214	FBO LOC 214 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700215	FBO LOC 215 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700216	FBO LOC 216 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700217	FBO LOC 217 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700218	FBO LOC 218 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700219	FBO LOC 219 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700220	FBO LOC 220 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700221	FBO LOC 221 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700222	FBO LOC 222 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700223	FBO LOC 223 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700224	FBO LOC 224 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700225	FBO LOC 225 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 65

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL		NET CAP		ABDNMNT		OPERATING		NET		CUM P.W.
LEASE		OIL		NGL		GAS		OIL		NGL		GAS		OIL		NGL		GAS		TAXES		COST		COST		EXPENSE		REVENUE		10.000%
NUMBER	LEASE NAME	BBL		BBL		MCF		BBL		BBL		MCF		M$		M$		M$		M$		M$		M$		M$		M$		M$
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
700184	FBO LOC 184 IPS		8,146		0		3,666		6,994		0		0		719.7		0.0		0.0		14.0		0.0		0.0		-20.7		726.4		319.1
700185	FBO LOC 185 IPS		8,146		0		3,666		6,994		0		0		719.7		0.0		0.0		14.0		0.0		0.0		-20.7		726.4		319.1
700186	FBO LOC 186 IPS		8,146		0		3,666		6,994		0		0		719.7		0.0		0.0		14.0		0.0		0.0		-20.7		726.4		319.1
700187	FBO LOC 187 IPS		8,146		0		3,666		6,994		0		0		719.7		0.0		0.0		14.0		0.0		0.0		-20.7		726.4		319.1
700188	FBO LOC 188 IPS		8,146		0		3,666		6,994		0		0		719.7		0.0		0.0		14.0		0.0		0.0		-20.7		726.4		319.1
700189	FBO LOC 189 IPS		8,146		0		3,666		6,994		0		0		719.7		0.0		0.0		14.0		0.0		0.0		-20.7		726.4		319.1
700190	FBO LOC 190 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.0		0.0		0.0		-20.5		726.0		316.6
700191	FBO LOC 191 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.0		0.0		0.0		-20.5		726.0		316.6
700192	FBO LOC 192 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.0		0.0		0.0		-20.5		726.0		316.6
700193	FBO LOC 193 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.0		0.0		0.0		-20.5		726.0		316.6
700194	FBO LOC 194 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.0		0.0		0.0		-20.5		726.0		316.6
700195	FBO LOC 195 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.0		0.0		0.0		-20.5		726.0		316.6
700196	FBO LOC 196 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.0		0.0		0.0		-20.5		726.0		316.6
700197	FBO LOC 197 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.0		0.0		0.0		-20.5		726.0		316.6
700198	FBO LOC 198 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.0		0.0		0.0		-20.5		726.0		316.6
700199	FBO LOC 199 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.0		0.0		0.0		-20.5		726.0		316.6
700200	FBO LOC 200 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.0		0.0		0.0		-20.5		726.0		316.6
700201	FBO LOC 201 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.0		0.0		0.0		-20.5		726.0		316.6
700202	FBO LOC 202 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.0		0.0		0.0		-20.5		726.0		316.6
700203	FBO LOC 203 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.0		0.0		0.0		-20.5		726.0		316.6
700204	FBO LOC 204 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.0		0.0		0.0		-20.5		726.0		316.6
700205	FBO LOC 205 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.0		0.0		0.0		-20.5		726.0		316.6
700206	FBO LOC 206 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.0		0.0		0.0		-20.5		726.0		316.6
700207	FBO LOC 207 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.0		0.0		0.0		-20.5		726.0		316.6
700208	FBO LOC 208 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.0		0.0		0.0		-20.5		726.0		316.6
700209	FBO LOC 209 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.0		0.0		0.0		-20.5		726.0		316.6
700210	FBO LOC 210 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.0		0.0		0.0		-20.5		726.0		316.6
700211	FBO LOC 211 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.0		0.0		0.0		-20.5		726.0		316.6
700212	FBO LOC 212 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.0		0.0		0.0		-20.5		726.0		316.6
700213	FBO LOC 213 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.0		0.0		0.0		-20.5		726.0		316.6
700214	FBO LOC 214 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.0		0.0		0.0		-20.5		726.0		316.6
700215	FBO LOC 215 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.0		0.0		0.0		-20.5		726.0		316.6
700216	FBO LOC 216 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.0		0.0		0.0		-20.5		726.0		316.6
700217	FBO LOC 217 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.2		0.0		0.0		-20.6		726.0		314.0
700218	FBO LOC 218 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.2		0.0		0.0		-20.6		726.0		314.0
700219	FBO LOC 219 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.2		0.0		0.0		-20.6		726.0		314.0
700220	FBO LOC 220 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.2		0.0		0.0		-20.6		726.0		314.0
700221	FBO LOC 221 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.2		0.0		0.0		-20.6		726.0		314.0
700222	FBO LOC 222 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.2		0.0		0.0		-20.6		726.0		314.0
700223	FBO LOC 223 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.2		0.0		0.0		-20.6		726.0		314.0
700224	FBO LOC 224 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.2		0.0		0.0		-20.6		726.0		314.0
700225	FBO LOC 225 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.2		0.0		0.0		-20.6		726.0		314.0

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 66

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/COND				NGL				GAS				GROSS OPERATING
LEASE		COMPLTNS				OIL/COND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
NUMBER	LEASE NAME	OIL		GAS		BBL		MCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
700226	FBO LOC 226 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700227	FBO LOC 227 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700228	FBO LOC 228 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700229	FBO LOC 229 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700230	FBO LOC 230 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700231	FBO LOC 231 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700232	FBO LOC 232 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700233	FBO LOC 233 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700234	FBO LOC 234 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700235	FBO LOC 235 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700236	FBO LOC 236 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700237	FBO LOC 237 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700238	FBO LOC 238 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700239	FBO LOC 239 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700240	FBO LOC 240 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700241	FBO LOC 241 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700242	FBO LOC 242 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700243	FBO LOC 243 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.3
700244	FBO LOC 244 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.4
700245	FBO LOC 245 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.4
700246	FBO LOC 246 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.4
700247	FBO LOC 247 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.4
700248	FBO LOC 248 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.4
700249	FBO LOC 249 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.4
700250	FBO LOC 250 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.4
700251	FBO LOC 251 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.4
700252	FBO LOC 252 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.4
700253	FBO LOC 253 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.4
700254	FBO LOC 254 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.4
700255	FBO LOC 255 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.4
700256	FBO LOC 256 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.4
700257	FBO LOC 257 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.4
700258	FBO LOC 258 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.4
700259	FBO LOC 259 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.4
700260	FBO LOC 260 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.4
700261	FBO LOC 261 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.4
700262	FBO LOC 262 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.4
700263	FBO LOC 263 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.4
700264	FBO LOC 264 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.4
700265	FBO LOC 265 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.4
700266	FBO LOC 266 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.4
700267	FBO LOC 267 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.4

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 67

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL		NET CAP		ABDNMNT		OPERATING		NET		CUM P.W.
LEASE		OIL		NGL		GAS		OIL		NGL		GAS		OIL		NGL		GAS		TAXES		COST		COST		EXPENSE		REVENUE		10.000%
NUMBER	LEASE NAME	BBL		BBL		MCF		BBL		BBL		MCF		M$		M$		M$		M$		M$		M$		M$		M$		M$
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
700226	FBO LOC 226 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.2		0.0		0.0		-20.6		726.0		314.0
700227	FBO LOC 227 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.2		0.0		0.0		-20.6		726.0		314.0
700228	FBO LOC 228 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.2		0.0		0.0		-20.6		726.0		314.0
700229	FBO LOC 229 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.2		0.0		0.0		-20.6		726.0		314.0
700230	FBO LOC 230 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.2		0.0		0.0		-20.6		726.0		314.0
700231	FBO LOC 231 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.2		0.0		0.0		-20.6		726.0		314.0
700232	FBO LOC 232 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.2		0.0		0.0		-20.6		726.0		314.0
700233	FBO LOC 233 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.2		0.0		0.0		-20.6		726.0		314.0
700234	FBO LOC 234 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.2		0.0		0.0		-20.6		726.0		314.0
700235	FBO LOC 235 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.2		0.0		0.0		-20.6		726.0		314.0
700236	FBO LOC 236 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.2		0.0		0.0		-20.6		726.0		314.0
700237	FBO LOC 237 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.2		0.0		0.0		-20.6		726.0		314.0
700238	FBO LOC 238 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.2		0.0		0.0		-20.6		726.0		314.0
700239	FBO LOC 239 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.2		0.0		0.0		-20.6		726.0		314.0
700240	FBO LOC 240 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.2		0.0		0.0		-20.6		726.0		314.0
700241	FBO LOC 241 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.2		0.0		0.0		-20.6		726.0		314.0
700242	FBO LOC 242 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.2		0.0		0.0		-20.6		726.0		314.0
700243	FBO LOC 243 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.2		0.0		0.0		-20.6		726.0		314.0
700244	FBO LOC 244 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.5		725.8		311.7
700245	FBO LOC 245 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.5		725.8		311.7
700246	FBO LOC 246 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.5		725.8		311.7
700247	FBO LOC 247 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.5		725.8		311.7
700248	FBO LOC 248 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.5		725.8		311.7
700249	FBO LOC 249 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.5		725.8		311.7
700250	FBO LOC 250 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.5		725.8		311.7
700251	FBO LOC 251 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.5		725.8		311.7
700252	FBO LOC 252 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.5		725.8		311.7
700253	FBO LOC 253 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.5		725.8		311.7
700254	FBO LOC 254 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.5		725.8		311.7
700255	FBO LOC 255 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.5		725.8		311.7
700256	FBO LOC 256 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.5		725.8		311.7
700257	FBO LOC 257 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.5		725.8		311.7
700258	FBO LOC 258 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.5		725.8		311.7
700259	FBO LOC 259 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.5		725.8		311.7
700260	FBO LOC 260 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.5		725.8		311.7
700261	FBO LOC 261 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.5		725.8		311.7
700262	FBO LOC 262 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.5		725.8		311.7
700263	FBO LOC 263 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.5		725.8		311.7
700264	FBO LOC 264 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.5		725.8		311.7
700265	FBO LOC 265 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.5		725.8		311.7
700266	FBO LOC 266 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.5		725.8		311.7
700267	FBO LOC 267 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.5		725.8		311.7

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 68

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/COND				NGL				GAS				GROSS OPERATING
LEASE		COMPLTNS				OIL/COND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
NUMBER	LEASE NAME	OIL		GAS		BBL		MCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
700268	FBO LOC 268 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.4
700269	FBO LOC 269 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.4
700270	FBO LOC 270 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.4
700271	FBO LOC 271 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.5
700272	FBO LOC 272 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.5
700273	FBO LOC 273 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.5
700274	FBO LOC 274 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.5
700275	FBO LOC 275 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.5
700276	FBO LOC 276 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.5
700277	FBO LOC 277 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.5
700278	FBO LOC 278 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.5
700279	FBO LOC 279 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.5
700280	FBO LOC 280 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.5
700281	FBO LOC 281 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.5
700282	FBO LOC 282 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.5
700283	FBO LOC 283 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.5
700284	FBO LOC 284 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.5
700285	FBO LOC 285 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.5
700286	FBO LOC 286 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.5
700287	FBO LOC 287 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.5
700288	FBO LOC 288 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.5
700289	FBO LOC 289 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.5
700290	FBO LOC 290 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.5
700291	FBO LOC 291 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.5
700292	FBO LOC 292 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.5
700293	FBO LOC 293 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.5
700294	FBO LOC 294 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.5
700295	FBO LOC 295 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.5
700296	FBO LOC 296 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.5
700297	FBO LOC 297 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.5
700298	FBO LOC 298 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.6
700299	FBO LOC 299 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.6
700300	FBO LOC 300 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.6
700301	FBO LOC 301 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.6
700302	FBO LOC 302 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.6
700303	FBO LOC 303 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.6
700304	FBO LOC 304 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.6
700305	FBO LOC 305 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.6
700306	FBO LOC 306 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.6
700307	FBO LOC 307 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.6
700308	FBO LOC 308 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.6
700309	FBO LOC 309 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.6

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 69

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL		NET CAP		ABDNMNT		OPERATING		NET		CUM P.W.
LEASE		OIL		NGL		GAS		OIL		NGL		GAS		OIL		NGL		GAS		TAXES		COST		COST		EXPENSE		REVENUE		10.000%
NUMBER	LEASE NAME	BBL		BBL		MCF		BBL		BBL		MCF		M$		M$		M$		M$		M$		M$		M$		M$		M$
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
700268	FBO LOC 268 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.5		725.8		311.7
700269	FBO LOC 269 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.5		725.8		311.7
700270	FBO LOC 270 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.5		725.8		311.7
700271	FBO LOC 271 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.8		726.1		309.2
700272	FBO LOC 272 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.8		726.1		309.2
700273	FBO LOC 273 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.8		726.1		309.2
700274	FBO LOC 274 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.8		726.1		309.2
700275	FBO LOC 275 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.8		726.1		309.2
700276	FBO LOC 276 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.8		726.1		309.2
700277	FBO LOC 277 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.8		726.1		309.2
700278	FBO LOC 278 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.8		726.1		309.2
700279	FBO LOC 279 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.8		726.1		309.2
700280	FBO LOC 280 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.8		726.1		309.2
700281	FBO LOC 281 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.8		726.1		309.2
700282	FBO LOC 282 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.8		726.1		309.2
700283	FBO LOC 283 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.8		726.1		309.2
700284	FBO LOC 284 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.8		726.1		309.2
700285	FBO LOC 285 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.8		726.1		309.2
700286	FBO LOC 286 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.8		726.1		309.2
700287	FBO LOC 287 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.8		726.1		309.2
700288	FBO LOC 288 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.8		726.1		309.2
700289	FBO LOC 289 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.8		726.1		309.2
700290	FBO LOC 290 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.8		726.1		309.2
700291	FBO LOC 291 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.8		726.1		309.2
700292	FBO LOC 292 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.8		726.1		309.2
700293	FBO LOC 293 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.8		726.1		309.2
700294	FBO LOC 294 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.8		726.1		309.2
700295	FBO LOC 295 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.8		726.1		309.2
700296	FBO LOC 296 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.8		726.1		309.2
700297	FBO LOC 297 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.2		0.0		0.0		-20.8		726.1		309.2
700298	FBO LOC 298 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.7		726.0		306.7
700299	FBO LOC 299 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.7		726.0		306.7
700300	FBO LOC 300 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.7		726.0		306.7
700301	FBO LOC 301 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.7		726.0		306.7
700302	FBO LOC 302 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.7		726.0		306.7
700303	FBO LOC 303 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.7		726.0		306.7
700304	FBO LOC 304 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.7		726.0		306.7
700305	FBO LOC 305 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.7		726.0		306.7
700306	FBO LOC 306 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.7		726.0		306.7
700307	FBO LOC 307 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.7		726.0		306.7
700308	FBO LOC 308 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.7		726.0		306.7
700309	FBO LOC 309 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.7		726.0		306.7

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 70

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/COND				NGL				GAS				GROSS OPERATING
LEASE		COMPLTNS				OIL/COND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
NUMBER	LEASE NAME	OIL		GAS		BBL		MCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
700310	FBO LOC 310 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.6
700311	FBO LOC 311 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.6
700312	FBO LOC 312 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.6
700313	FBO LOC 313 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.6
700314	FBO LOC 314 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.6
700315	FBO LOC 315 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.6
700316	FBO LOC 316 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.6
700317	FBO LOC 317 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.6
700318	FBO LOC 318 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.6
700319	FBO LOC 319 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.6
700320	FBO LOC 320 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.6
700321	FBO LOC 321 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.6
700322	FBO LOC 322 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.6
700323	FBO LOC 323 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.6
700324	FBO LOC 324 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.6
700325	FBO LOC 325 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.6
700326	FBO LOC 326 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.6
700327	FBO LOC 327 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.6
700328	FBO LOC 328 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.6
700329	FBO LOC 329 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.6
700330	FBO LOC 330 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.6
700331	FBO LOC 331 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.7
700332	FBO LOC 332 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.7
700333	FBO LOC 333 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.7
700334	FBO LOC 334 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.7
700335	FBO LOC 335 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.7
700336	FBO LOC 336 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.7
700337	FBO LOC 337 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.7
700338	FBO LOC 338 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.7
700339	FBO LOC 339 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.7
700340	FBO LOC 340 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.7
700341	FBO LOC 341 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.7
700342	FBO LOC 342 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.7
700343	FBO LOC 343 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.7
700344	FBO LOC 344 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.7
700345	FBO LOC 345 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.7
700346	FBO LOC 346 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.7
700347	FBO LOC 347 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.7
700348	FBO LOC 348 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.7
700349	FBO LOC 349 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.7
700350	FBO LOC 350 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.7
700351	FBO LOC 351 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.7

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 71

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL		NET CAP		ABDNMNT		OPERATING		NET		CUM P.W.
LEASE		OIL		NGL		GAS		OIL		NGL		GAS		OIL		NGL		GAS		TAXES		COST		COST		EXPENSE		REVENUE		10.000%
NUMBER	LEASE NAME	BBL		BBL		MCF		BBL		BBL		MCF		M$		M$		M$		M$		M$		M$		M$		M$		M$
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
700310	FBO LOC 310 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.7		726.0		306.7
700311	FBO LOC 311 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.7		726.0		306.7
700312	FBO LOC 312 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.7		726.0		306.7
700313	FBO LOC 313 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.7		726.0		306.7
700314	FBO LOC 314 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.7		726.0		306.7
700315	FBO LOC 315 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.7		726.0		306.7
700316	FBO LOC 316 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.7		726.0		306.7
700317	FBO LOC 317 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.7		726.0		306.7
700318	FBO LOC 318 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.7		726.0		306.7
700319	FBO LOC 319 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.7		726.0		306.7
700320	FBO LOC 320 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.7		726.0		306.7
700321	FBO LOC 321 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.7		726.0		306.7
700322	FBO LOC 322 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.7		726.0		306.7
700323	FBO LOC 323 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.7		726.0		306.7
700324	FBO LOC 324 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.7		726.0		306.7
700325	FBO LOC 325 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.7		726.0		306.7
700326	FBO LOC 326 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.7		726.0		306.7
700327	FBO LOC 327 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.7		726.0		306.7
700328	FBO LOC 328 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.7		726.0		306.7
700329	FBO LOC 329 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.7		726.0		306.7
700330	FBO LOC 330 IPS		8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.7		726.0		306.7
700331	FBO LOC 331 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.3		0.0		0.0		-20.5		725.7		304.3
700332	FBO LOC 332 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.3		0.0		0.0		-20.5		725.7		304.3
700333	FBO LOC 333 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.3		0.0		0.0		-20.5		725.7		304.3
700334	FBO LOC 334 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.3		0.0		0.0		-20.5		725.7		304.3
700335	FBO LOC 335 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.3		0.0		0.0		-20.5		725.7		304.3
700336	FBO LOC 336 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.3		0.0		0.0		-20.5		725.7		304.3
700337	FBO LOC 337 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.3		0.0		0.0		-20.5		725.7		304.3
700338	FBO LOC 338 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.3		0.0		0.0		-20.5		725.7		304.3
700339	FBO LOC 339 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.3		0.0		0.0		-20.5		725.7		304.3
700340	FBO LOC 340 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.3		0.0		0.0		-20.5		725.7		304.3
700341	FBO LOC 341 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.3		0.0		0.0		-20.5		725.7		304.3
700342	FBO LOC 342 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.3		0.0		0.0		-20.5		725.7		304.3
700343	FBO LOC 343 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.3		0.0		0.0		-20.5		725.7		304.3
700344	FBO LOC 344 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.3		0.0		0.0		-20.5		725.7		304.3
700345	FBO LOC 345 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.3		0.0		0.0		-20.5		725.7		304.3
700346	FBO LOC 346 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.3		0.0		0.0		-20.5		725.7		304.3
700347	FBO LOC 347 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.3		0.0		0.0		-20.5		725.7		304.3
700348	FBO LOC 348 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.3		0.0		0.0		-20.5		725.7		304.3
700349	FBO LOC 349 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.3		0.0		0.0		-20.5		725.7		304.3
700350	FBO LOC 350 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.3		0.0		0.0		-20.5		725.7		304.3
700351	FBO LOC 351 IPS		8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.3		0.0		0.0		-20.5		725.7		304.3

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 72

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/COND				NGL				GAS				GROSS OPERATING
LEASE		COMPLTNS				OIL/COND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
NUMBER	LEASE NAME	OIL		GAS		BBL		MCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
700352	FBO LOC 352 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.7
700353	FBO LOC 353 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.7
700354	FBO LOC 354 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.7
700355	FBO LOC 355 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.7
700356	FBO LOC 356 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.7
700357	FBO LOC 357 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.7
700358	FBO LOC 358 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
700359	FBO LOC 359 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
700360	FBO LOC 360 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
700361	FBO LOC 361 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
700362	FBO LOC 362 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
700363	FBO LOC 363 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
700364	FBO LOC 364 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
700365	FBO LOC 365 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
700366	FBO LOC 366 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
700367	FBO LOC 367 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
700368	FBO LOC 368 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
700369	FBO LOC 369 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
700370	FBO LOC 370 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
700371	FBO LOC 371 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
700372	FBO LOC 372 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
700373	FBO LOC 373 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
700374	FBO LOC 374 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
700375	FBO LOC 375 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
700376	FBO LOC 376 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
700377	FBO LOC 377 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
700378	FBO LOC 378 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
700379	FBO LOC 379 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
700380	FBO LOC 380 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
700381	FBO LOC 381 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
700382	FBO LOC 382 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
700383	FBO LOC 383 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
700384	FBO LOC 384 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
700385	FBO LOC 385 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
700386	FBO LOC 386 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
700387	FBO LOC 387 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
700388	FBO LOC 388 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
700389	FBO LOC 389 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
700390	FBO LOC 390 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
700391	FBO LOC 391 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
700392	FBO LOC 392 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
700393	FBO LOC 393 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 73

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES					NET RESERVES						GROSS REVENUE						TOTAL		NET CAP		ABDNMNT		OPERATING		NET		CUM P.W.
LEASE		OIL	NGL		GAS		OIL		NGL		GAS		OIL		NGL		GAS		TAXES		COST		COST		EXPENSE		REVENUE		10.000%
NUMBER	LEASE NAME	BBL	BBL		MCF		BBL		BBL		MCF		M$		M$		M$		M$		M$		M$		M$		M$		M$
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
700352	FBO LOC 352 IPS	8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.3		0.0		0.0		-20.5		725.7		304.3
700353	FBO LOC 353 IPS	8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.3		0.0		0.0		-20.5		725.7		304.3
700354	FBO LOC 354 IPS	8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.3		0.0		0.0		-20.5		725.7		304.3
700355	FBO LOC 355 IPS	8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.3		0.0		0.0		-20.5		725.7		304.3
700356	FBO LOC 356 IPS	8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.3		0.0		0.0		-20.5		725.7		304.3
700357	FBO LOC 357 IPS	8,146		0		3,666		6,994		0		0		719.5		0.0		0.0		14.3		0.0		0.0		-20.5		725.7		304.3
700358	FBO LOC 358 IPS	8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.3		725.6		301.8
700359	FBO LOC 359 IPS	8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.3		725.6		301.8
700360	FBO LOC 360 IPS	8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.3		725.6		301.8
700361	FBO LOC 361 IPS	8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.3		725.6		301.8
700362	FBO LOC 362 IPS	8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.3		725.6		301.8
700363	FBO LOC 363 IPS	8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.3		725.6		301.8
700364	FBO LOC 364 IPS	8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.3		725.6		301.8
700365	FBO LOC 365 IPS	8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.3		725.6		301.8
700366	FBO LOC 366 IPS	8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.3		725.6		301.8
700367	FBO LOC 367 IPS	8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.3		725.6		301.8
700368	FBO LOC 368 IPS	8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.3		725.6		301.8
700369	FBO LOC 369 IPS	8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.3		725.6		301.8
700370	FBO LOC 370 IPS	8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.3		725.6		301.8
700371	FBO LOC 371 IPS	8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.3		725.6		301.8
700372	FBO LOC 372 IPS	8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.3		725.6		301.8
700373	FBO LOC 373 IPS	8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.3		725.6		301.8
700374	FBO LOC 374 IPS	8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.3		725.6		301.8
700375	FBO LOC 375 IPS	8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.3		725.6		301.8
700376	FBO LOC 376 IPS	8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.3		725.6		301.8
700377	FBO LOC 377 IPS	8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.3		725.6		301.8
700378	FBO LOC 378 IPS	8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.3		725.6		301.8
700379	FBO LOC 379 IPS	8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.3		725.6		301.8
700380	FBO LOC 380 IPS	8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.3		725.6		301.8
700381	FBO LOC 381 IPS	8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.3		725.6		301.8
700382	FBO LOC 382 IPS	8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.3		725.6		301.8
700383	FBO LOC 383 IPS	8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.3		725.6		301.8
700384	FBO LOC 384 IPS	8,146		0		3,666		6,994		0		0		719.6		0.0		0.0		14.3		0.0		0.0		-20.3		725.6		301.8
700385	FBO LOC 385 IPS	8,146		0		3,666		6,994		0		0		719.7		0.0		0.0		14.1		0.0		0.0		-20.4		726.0		299.4
700386	FBO LOC 386 IPS	8,146		0		3,666		6,994		0		0		719.7		0.0		0.0		14.1		0.0		0.0		-20.4		726.0		299.4
700387	FBO LOC 387 IPS	8,146		0		3,666		6,994		0		0		719.7		0.0		0.0		14.1		0.0		0.0		-20.4		726.0		299.4
700388	FBO LOC 388 IPS	8,146		0		3,666		6,994		0		0		719.7		0.0		0.0		14.1		0.0		0.0		-20.4		726.0		299.4
700389	FBO LOC 389 IPS	8,146		0		3,666		6,994		0		0		719.7		0.0		0.0		14.1		0.0		0.0		-20.4		726.0		299.4
700390	FBO LOC 390 IPS	8,146		0		3,666		6,994		0		0		719.7		0.0		0.0		14.1		0.0		0.0		-20.4		726.0		299.4
700391	FBO LOC 391 IPS	8,146		0		3,666		6,994		0		0		719.7		0.0		0.0		14.1		0.0		0.0		-20.4		726.0		299.4
700392	FBO LOC 392 IPS	8,146		0		3,666		6,994		0		0		719.7		0.0		0.0		14.1		0.0		0.0		-20.4		726.0		299.4
700393	FBO LOC 393 IPS	8,146		0		3,666		6,994		0		0		719.7		0.0		0.0		14.1		0.0		0.0		-20.4		726.0		299.4

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 74

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/COND				NGL				GAS				GROSS OPERATING
LEASE		COMPLTNS				OIL/COND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
NUMBER	LEASE NAME	OIL		GAS		BBL		MCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
700394	FBO LOC 394 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
700395	FBO LOC 395 IPS		1		0		8,146		3,666		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
500396	FBO LOC 396		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
500397	FBO LOC 397		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
500398	FBO LOC 398		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
500399	FBO LOC 399		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
500400	FBO LOC 400		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
500401	FBO LOC 401		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
500402	FBO LOC 402		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
500403	FBO LOC 403		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
500404	FBO LOC 404		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
500405	FBO LOC 405		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
500406	FBO LOC 406		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
500407	FBO LOC 407		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
500408	FBO LOC 408		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
500409	FBO LOC 409		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
500410	FBO LOC 410		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
500411	FBO LOC 411		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.8
500412	FBO LOC 412		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.9
500413	FBO LOC 413		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.9
500414	FBO LOC 414		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.9
500415	FBO LOC 415		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.9
500416	FBO LOC 416		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.9
500417	FBO LOC 417		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.9
500418	FBO LOC 418		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.9
500419	FBO LOC 419		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.9
500420	FBO LOC 420		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.9
500421	FBO LOC 421		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.9
500422	FBO LOC 422		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.9
500423	FBO LOC 423		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.9
500424	FBO LOC 424		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.9
500425	FBO LOC 425		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.9
500426	FBO LOC 426		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.9
500427	FBO LOC 427		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.9
500428	FBO LOC 428		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.9
500429	FBO LOC 429		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.9
500430	FBO LOC 430		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.9
500431	FBO LOC 431		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.9
500432	FBO LOC 432		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.9
500433	FBO LOC 433		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.9
500434	FBO LOC 434		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.9
500435	FBO LOC 435		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.9

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 75

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL		NET CAP		ABDNMNT		OPERATING		NET		CUM P.W.
LEASE NUMBER	LEASE NAME	OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL M$		NGL M$		GAS M$		TAXES M$		COST M$		COST M$		EXPENSE M$		REVENUE M$		10.000% M$
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
700394	FBO LOC 394 IPS		8,146		0		3,666		6,994		0		0		719.7		0.0		0.0		14.1		0.0		0.0		-20.4		726.0		299.4
700395	FBO LOC 395 IPS		8,146		0		3,666		6,994		0		0		719.7		0.0		0.0		14.1		0.0		0.0		-20.4		726.0		299.4
500396	FBO LOC 396		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.3		423.1		0.0		1,445.9		2,699.7		1,083.0
500397	FBO LOC 397		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.3		423.1		0.0		1,445.9		2,699.7		1,083.0
500398	FBO LOC 398		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.3		423.1		0.0		1,445.9		2,699.7		1,083.0
500399	FBO LOC 399		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.3		423.1		0.0		1,445.9		2,699.7		1,083.0
500400	FBO LOC 400		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.3		423.1		0.0		1,445.9		2,699.7		1,083.0
500401	FBO LOC 401		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.3		423.1		0.0		1,445.9		2,699.7		1,083.0
500402	FBO LOC 402		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.3		423.1		0.0		1,445.9		2,699.7		1,083.0
500403	FBO LOC 403		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.3		423.1		0.0		1,445.9		2,699.7		1,083.0
500404	FBO LOC 404		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.3		423.1		0.0		1,445.9		2,699.7		1,083.0
500405	FBO LOC 405		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.3		423.1		0.0		1,445.9		2,699.7		1,083.0
500406	FBO LOC 406		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.3		423.1		0.0		1,445.9		2,699.7		1,083.0
500407	FBO LOC 407		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.3		423.1		0.0		1,445.9		2,699.7		1,083.0
500408	FBO LOC 408		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.3		423.1		0.0		1,445.9		2,699.7		1,083.0
500409	FBO LOC 409		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.3		423.1		0.0		1,445.9		2,699.7		1,083.0
500410	FBO LOC 410		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.3		423.1		0.0		1,445.9		2,699.7		1,083.0
500411	FBO LOC 411		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.3		423.1		0.0		1,445.9		2,699.7		1,083.0
500412	FBO LOC 412		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,446.0		2,699.5		1,074.5
500413	FBO LOC 413		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,446.0		2,699.5		1,074.5
500414	FBO LOC 414		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,446.0		2,699.5		1,074.5
500415	FBO LOC 415		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,446.0		2,699.5		1,074.5
500416	FBO LOC 416		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,446.0		2,699.5		1,074.5
500417	FBO LOC 417		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,446.0		2,699.5		1,074.5
500418	FBO LOC 418		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,446.0		2,699.5		1,074.5
500419	FBO LOC 419		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,446.0		2,699.5		1,074.5
500420	FBO LOC 420		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,446.0		2,699.5		1,074.5
500421	FBO LOC 421		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,446.0		2,699.5		1,074.5
500422	FBO LOC 422		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,446.0		2,699.5		1,074.5
500423	FBO LOC 423		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,446.0		2,699.5		1,074.5
500424	FBO LOC 424		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,446.0		2,699.5		1,074.5
500425	FBO LOC 425		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,446.0		2,699.5		1,074.5
500426	FBO LOC 426		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,446.0		2,699.5		1,074.5
500427	FBO LOC 427		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,446.0		2,699.5		1,074.5
500428	FBO LOC 428		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,446.0		2,699.5		1,074.5
500429	FBO LOC 429		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,446.0		2,699.5		1,074.5
500430	FBO LOC 430		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,446.0		2,699.5		1,074.5
500431	FBO LOC 431		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,446.0		2,699.5		1,074.5
500432	FBO LOC 432		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,446.0		2,699.5		1,074.5
500433	FBO LOC 433		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,446.0		2,699.5		1,074.5
500434	FBO LOC 434		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,446.0		2,699.5		1,074.5
500435	FBO LOC 435		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,446.0		2,699.5		1,074.5

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 76

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/COND				NGL				GAS				GROSS OPERATING
LEASE		COMPLTNS				OIL/COND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
NUMBER	LEASE NAME	OIL		GAS		BBL		MCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
500436	FBO LOC 436		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.9
500437	FBO LOC 437		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.9
500438	FBO LOC 438		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		18.9
500439	FBO LOC 439		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.0
500440	FBO LOC 440		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.0
500441	FBO LOC 441		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.0
500442	FBO LOC 442		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.0
500443	FBO LOC 443		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.0
500444	FBO LOC 444		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.0
500445	FBO LOC 445		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.0
500446	FBO LOC 446		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.0
500447	FBO LOC 447		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.0
500448	FBO LOC 448		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.0
500449	FBO LOC 449		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.0
500450	FBO LOC 450		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.0
500451	FBO LOC 451		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.0
500452	FBO LOC 452		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.0
500453	FBO LOC 453		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.0
500454	FBO LOC 454		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.0
500455	FBO LOC 455		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.0
500456	FBO LOC 456		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.0
500457	FBO LOC 457		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.0
500458	FBO LOC 458		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.0
500459	FBO LOC 459		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.0
500460	FBO LOC 460		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.0
500461	FBO LOC 461		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.0
500462	FBO LOC 462		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.0
500463	FBO LOC 463		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.0
500464	FBO LOC 464		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.0
500465	FBO LOC 465		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.0
500466	FBO LOC 466		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.1
500467	FBO LOC 467		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.1
500468	FBO LOC 468		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.1
500469	FBO LOC 469		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.1
500470	FBO LOC 470		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.1
500471	FBO LOC 471		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.1
500472	FBO LOC 472		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.1
500473	FBO LOC 473		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.1
500474	FBO LOC 474		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.1
500475	FBO LOC 475		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.1
500476	FBO LOC 476		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.1
500477	FBO LOC 477		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.1

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 77

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL		NET CAP		ABDNMNT		OPERATING		NET		CUM P.W.
LEASE NUMBER	LEASE NAME	OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL M$		NGL M$		GAS M$		TAXES M$		COST M$		COST M$		EXPENSE M$		REVENUE M$		10.000% M$
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
500436	FBO LOC 436		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,446.0		2,699.5		1,074.5
500437	FBO LOC 437		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,446.0		2,699.5		1,074.5
500438	FBO LOC 438		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,446.0		2,699.5		1,074.5
500439	FBO LOC 439		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.7		1,066.1
500440	FBO LOC 440		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.7		1,066.1
500441	FBO LOC 441		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.7		1,066.1
500442	FBO LOC 442		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.7		1,066.1
500443	FBO LOC 443		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.7		1,066.1
500444	FBO LOC 444		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.7		1,066.1
500445	FBO LOC 445		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.7		1,066.1
500446	FBO LOC 446		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.7		1,066.1
500447	FBO LOC 447		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.7		1,066.1
500448	FBO LOC 448		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.7		1,066.1
500449	FBO LOC 449		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.7		1,066.1
500450	FBO LOC 450		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.7		1,066.1
500451	FBO LOC 451		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.7		1,066.1
500452	FBO LOC 452		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.7		1,066.1
500453	FBO LOC 453		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.7		1,066.1
500454	FBO LOC 454		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.7		1,066.1
500455	FBO LOC 455		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.7		1,066.1
500456	FBO LOC 456		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.7		1,066.1
500457	FBO LOC 457		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.7		1,066.1
500458	FBO LOC 458		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.7		1,066.1
500459	FBO LOC 459		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.7		1,066.1
500460	FBO LOC 460		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.7		1,066.1
500461	FBO LOC 461		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.7		1,066.1
500462	FBO LOC 462		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.7		1,066.1
500463	FBO LOC 463		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.7		1,066.1
500464	FBO LOC 464		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.7		1,066.1
500465	FBO LOC 465		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.7		1,066.1
500466	FBO LOC 466		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.9		2,699.4		1,057.5
500467	FBO LOC 467		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.9		2,699.4		1,057.5
500468	FBO LOC 468		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.9		2,699.4		1,057.5
500469	FBO LOC 469		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.9		2,699.4		1,057.5
500470	FBO LOC 470		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.9		2,699.4		1,057.5
500471	FBO LOC 471		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.9		2,699.4		1,057.5
500472	FBO LOC 472		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.9		2,699.4		1,057.5
500473	FBO LOC 473		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.9		2,699.4		1,057.5
500474	FBO LOC 474		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.9		2,699.4		1,057.5
500475	FBO LOC 475		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.9		2,699.4		1,057.5
500476	FBO LOC 476		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.9		2,699.4		1,057.5
500477	FBO LOC 477		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.9		2,699.4		1,057.5

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 78

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/COND				NGL				GAS				GROSS OPERATING
LEASE		COMPLTNS				OIL/COND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
NUMBER	LEASE NAME	OIL		GAS		BBL		MCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
500478	FBO LOC 478		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.1
500479	FBO LOC 479		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.1
500480	FBO LOC 480		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.1
500481	FBO LOC 481		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.1
500482	FBO LOC 482		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.1
500483	FBO LOC 483		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.1
500484	FBO LOC 484		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.1
500485	FBO LOC 485		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.1
500486	FBO LOC 486		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.1
500487	FBO LOC 487		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.1
500488	FBO LOC 488		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.1
500489	FBO LOC 489		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.1
500490	FBO LOC 490		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.1
500491	FBO LOC 491		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.1
500492	FBO LOC 492		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.1
500493	FBO LOC 493		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.2
500494	FBO LOC 494		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.2
500495	FBO LOC 495		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.2
500496	FBO LOC 496		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.2
500497	FBO LOC 497		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.2
500498	FBO LOC 498		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.2
500499	FBO LOC 499		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.2
500500	FBO LOC 500		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.2
500501	FBO LOC 501		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.2
500502	FBO LOC 502		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.2
500503	FBO LOC 503		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.2
500504	FBO LOC 504		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.2
500505	FBO LOC 505		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.2
500506	FBO LOC 506		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.2
500507	FBO LOC 507		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.2
500508	FBO LOC 508		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.2
500509	FBO LOC 509		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.2
500510	FBO LOC 510		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.2
500511	FBO LOC 511		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.2
500512	FBO LOC 512		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.2
500513	FBO LOC 513		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.2
500514	FBO LOC 514		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.2
500515	FBO LOC 515		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.2
500516	FBO LOC 516		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.2
500517	FBO LOC 517		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.2
500518	FBO LOC 518		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.2
500519	FBO LOC 519		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.2

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 79

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL		NET CAP		ABDNMNT		OPERATING		NET		CUM P.W.
LEASE		OIL		NGL		GAS		OIL		NGL		GAS		OIL		NGL		GAS		TAXES		COST		COST		EXPENSE		REVENUE		10.000%
NUMBER	LEASE NAME	BBL		BBL		MCF		BBL		BBL		MCF		M$		M$		M$		M$		M$		M$		M$		M$		M$
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
500478	FBO LOC 478		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.9		2,699.4		1,057.5
500479	FBO LOC 479		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.9		2,699.4		1,057.5
500480	FBO LOC 480		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.9		2,699.4		1,057.5
500481	FBO LOC 481		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.9		2,699.4		1,057.5
500482	FBO LOC 482		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.9		2,699.4		1,057.5
500483	FBO LOC 483		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.9		2,699.4		1,057.5
500484	FBO LOC 484		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.9		2,699.4		1,057.5
500485	FBO LOC 485		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.9		2,699.4		1,057.5
500486	FBO LOC 486		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.9		2,699.4		1,057.5
500487	FBO LOC 487		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.9		2,699.4		1,057.5
500488	FBO LOC 488		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.9		2,699.4		1,057.5
500489	FBO LOC 489		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.9		2,699.4		1,057.5
500490	FBO LOC 490		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.9		2,699.4		1,057.5
500491	FBO LOC 491		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.9		2,699.4		1,057.5
500492	FBO LOC 492		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.9		2,699.4		1,057.5
500493	FBO LOC 493		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.8		2,699.7		1,049.2
500494	FBO LOC 494		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.8		2,699.7		1,049.2
500495	FBO LOC 495		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.8		2,699.7		1,049.2
500496	FBO LOC 496		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.8		2,699.7		1,049.2
500497	FBO LOC 497		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.8		2,699.7		1,049.2
500498	FBO LOC 498		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.8		2,699.7		1,049.2
500499	FBO LOC 499		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.8		2,699.7		1,049.2
500500	FBO LOC 500		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.8		2,699.7		1,049.2
500501	FBO LOC 501		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.8		2,699.7		1,049.2
500502	FBO LOC 502		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.8		2,699.7		1,049.2
500503	FBO LOC 503		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.8		2,699.7		1,049.2
500504	FBO LOC 504		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.8		2,699.7		1,049.2
500505	FBO LOC 505		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.8		2,699.7		1,049.2
500506	FBO LOC 506		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.8		2,699.7		1,049.2
500507	FBO LOC 507		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.8		2,699.7		1,049.2
500508	FBO LOC 508		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.8		2,699.7		1,049.2
500509	FBO LOC 509		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.8		2,699.7		1,049.2
500510	FBO LOC 510		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.8		2,699.7		1,049.2
500511	FBO LOC 511		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.8		2,699.7		1,049.2
500512	FBO LOC 512		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.8		2,699.7		1,049.2
500513	FBO LOC 513		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.8		2,699.7		1,049.2
500514	FBO LOC 514		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.8		2,699.7		1,049.2
500515	FBO LOC 515		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.8		2,699.7		1,049.2
500516	FBO LOC 516		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.8		2,699.7		1,049.2
500517	FBO LOC 517		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.8		2,699.7		1,049.2
500518	FBO LOC 518		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.8		2,699.7		1,049.2
500519	FBO LOC 519		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.8		2,699.7		1,049.2

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 80

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/COND				NGL				GAS				GROSS OPERATING
LEASE		COMPLTNS				OIL/COND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
NUMBER	LEASE NAME	OIL		GAS		BBL		MCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
500520	FBO LOC 520		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500521	FBO LOC 521		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500522	FBO LOC 522		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500523	FBO LOC 523		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500524	FBO LOC 524		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500525	FBO LOC 525		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500526	FBO LOC 526		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500527	FBO LOC 527		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500528	FBO LOC 528		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500529	FBO LOC 529		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500530	FBO LOC 530		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500531	FBO LOC 531		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500532	FBO LOC 532		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500533	FBO LOC 533		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500534	FBO LOC 534		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500535	FBO LOC 535		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500536	FBO LOC 536		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500537	FBO LOC 537		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500538	FBO LOC 538		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500539	FBO LOC 539		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500540	FBO LOC 540		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500541	FBO LOC 541		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500542	FBO LOC 542		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500543	FBO LOC 543		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500544	FBO LOC 544		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500545	FBO LOC 545		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500546	FBO LOC 546		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500547	FBO LOC 547		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500548	FBO LOC 548		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500549	FBO LOC 549		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500550	FBO LOC 550		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500551	FBO LOC 551		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500552	FBO LOC 552		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500553	FBO LOC 553		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500554	FBO LOC 554		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500555	FBO LOC 555		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500556	FBO LOC 556		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500557	FBO LOC 557		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500558	FBO LOC 558		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500559	FBO LOC 559		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500560	FBO LOC 560		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500561	FBO LOC 561		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 81

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL		NET CAP		ABDNMNT		OPERATING		NET		CUM P.W.
LEASE		OIL		NGL		GAS		OIL		NGL		GAS		OIL		NGL		GAS		TAXES		COST		COST		EXPENSE		REVENUE		10.000%
NUMBER	LEASE NAME	BBL		BBL		MCF		BBL		BBL		MCF		M$		M$		M$		M$		M$		M$		M$		M$		M$
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
500520	FBO LOC 520		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.8		2,699.5		1,041.0
500521	FBO LOC 521		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.8		2,699.5		1,041.0
500522	FBO LOC 522		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.8		2,699.5		1,041.0
500523	FBO LOC 523		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.8		2,699.5		1,041.0
500524	FBO LOC 524		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.8		2,699.5		1,041.0
500525	FBO LOC 525		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.8		2,699.5		1,041.0
500526	FBO LOC 526		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.8		2,699.5		1,041.0
500527	FBO LOC 527		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.8		2,699.5		1,041.0
500528	FBO LOC 528		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.8		2,699.5		1,041.0
500529	FBO LOC 529		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.8		2,699.5		1,041.0
500530	FBO LOC 530		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.8		2,699.5		1,041.0
500531	FBO LOC 531		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.8		2,699.5		1,041.0
500532	FBO LOC 532		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.8		2,699.5		1,041.0
500533	FBO LOC 533		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.8		2,699.5		1,041.0
500534	FBO LOC 534		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.8		2,699.5		1,041.0
500535	FBO LOC 535		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.8		2,699.5		1,041.0
500536	FBO LOC 536		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.8		2,699.5		1,041.0
500537	FBO LOC 537		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.8		2,699.5		1,041.0
500538	FBO LOC 538		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.8		2,699.5		1,041.0
500539	FBO LOC 539		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.8		2,699.5		1,041.0
500540	FBO LOC 540		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.8		2,699.5		1,041.0
500541	FBO LOC 541		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.8		2,699.5		1,041.0
500542	FBO LOC 542		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.8		2,699.5		1,041.0
500543	FBO LOC 543		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.8		2,699.5		1,041.0
500544	FBO LOC 544		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.8		2,699.5		1,041.0
500545	FBO LOC 545		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.8		2,699.5		1,041.0
500546	FBO LOC 546		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.8		2,699.5		1,041.0
500547	FBO LOC 547		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.6		2,699.9		1,032.7
500548	FBO LOC 548		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.6		2,699.9		1,032.7
500549	FBO LOC 549		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.6		2,699.9		1,032.7
500550	FBO LOC 550		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.6		2,699.9		1,032.7
500551	FBO LOC 551		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.6		2,699.9		1,032.7
500552	FBO LOC 552		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.6		2,699.9		1,032.7
500553	FBO LOC 553		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.6		2,699.9		1,032.7
500554	FBO LOC 554		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.6		2,699.9		1,032.7
500555	FBO LOC 555		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.6		2,699.9		1,032.7
500556	FBO LOC 556		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.6		2,699.9		1,032.7
500557	FBO LOC 557		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.6		2,699.9		1,032.7
500558	FBO LOC 558		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.6		2,699.9		1,032.7
500559	FBO LOC 559		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.6		2,699.9		1,032.7
500560	FBO LOC 560		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.6		2,699.9		1,032.7
500561	FBO LOC 561		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.6		2,699.9		1,032.7

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 82

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/COND				NGL				GAS				GROSS OPERATING
LEASE		COMPLTNS				OIL/COND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
NUMBER	LEASE NAME	OIL		GAS		BBL		MCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
500562	FBO LOC 562		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500563	FBO LOC 563		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500564	FBO LOC 564		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500565	FBO LOC 565		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500566	FBO LOC 566		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500567	FBO LOC 567		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500568	FBO LOC 568		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500569	FBO LOC 569		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500570	FBO LOC 570		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500571	FBO LOC 571		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500572	FBO LOC 572		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500573	FBO LOC 573		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.3
500574	FBO LOC 574		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.4
500575	FBO LOC 575		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.4
500576	FBO LOC 576		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.4
500577	FBO LOC 577		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.4
500578	FBO LOC 578		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.4
500579	FBO LOC 579		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.4
500580	FBO LOC 580		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.4
500581	FBO LOC 581		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.4
500582	FBO LOC 582		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.4
500583	FBO LOC 583		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.4
500584	FBO LOC 584		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.4
500585	FBO LOC 585		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.4
500586	FBO LOC 586		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.4
500587	FBO LOC 587		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.4
500588	FBO LOC 588		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.4
500589	FBO LOC 589		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.4
500590	FBO LOC 590		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.4
500591	FBO LOC 591		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.4
500592	FBO LOC 592		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.4
500593	FBO LOC 593		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.4
500594	FBO LOC 594		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.4
500595	FBO LOC 595		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.4
500596	FBO LOC 596		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.4
500597	FBO LOC 597		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.4
500598	FBO LOC 598		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.4
500599	FBO LOC 599		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.4
500600	FBO LOC 600		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.4
500601	FBO LOC 601		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500602	FBO LOC 602		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500603	FBO LOC 603		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 83

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL		NET CAP		ABDNMNT		OPERATING		NET		CUM P.W.
LEASE		OIL		NGL		GAS		OIL		NGL		GAS		OIL		NGL		GAS		TAXES		COST		COST		EXPENSE		REVENUE		10.000%
NUMBER	LEASE NAME	BBL		BBL		MCF		BBL		BBL		MCF		M$		M$		M$		M$		M$		M$		M$		M$		M$
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
500562	FBO LOC 562		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.6		2,699.9		1,032.7
500563	FBO LOC 563		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.6		2,699.9		1,032.7
500564	FBO LOC 564		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.6		2,699.9		1,032.7
500565	FBO LOC 565		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.6		2,699.9		1,032.7
500566	FBO LOC 566		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.6		2,699.9		1,032.7
500567	FBO LOC 567		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.6		2,699.9		1,032.7
500568	FBO LOC 568		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.6		2,699.9		1,032.7
500569	FBO LOC 569		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.6		2,699.9		1,032.7
500570	FBO LOC 570		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.6		2,699.9		1,032.7
500571	FBO LOC 571		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.6		2,699.9		1,032.7
500572	FBO LOC 572		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.6		2,699.9		1,032.7
500573	FBO LOC 573		51,728		0		23,278		45,296		0		0		4,660.1		0.0		0.0		91.5		423.1		0.0		1,445.6		2,699.9		1,032.7
500574	FBO LOC 574		51,728		0		23,278		45,296		0		0		4,659.9		0.0		0.0		91.5		423.1		0.0		1,445.9		2,699.4		1,024.4
500575	FBO LOC 575		51,728		0		23,278		45,296		0		0		4,659.9		0.0		0.0		91.5		423.1		0.0		1,445.9		2,699.4		1,024.4
500576	FBO LOC 576		51,728		0		23,278		45,296		0		0		4,659.9		0.0		0.0		91.5		423.1		0.0		1,445.9		2,699.4		1,024.4
500577	FBO LOC 577		51,728		0		23,278		45,296		0		0		4,659.9		0.0		0.0		91.5		423.1		0.0		1,445.9		2,699.4		1,024.4
500578	FBO LOC 578		51,728		0		23,278		45,296		0		0		4,659.9		0.0		0.0		91.5		423.1		0.0		1,445.9		2,699.4		1,024.4
500579	FBO LOC 579		51,728		0		23,278		45,296		0		0		4,659.9		0.0		0.0		91.5		423.1		0.0		1,445.9		2,699.4		1,024.4
500580	FBO LOC 580		51,728		0		23,278		45,296		0		0		4,659.9		0.0		0.0		91.5		423.1		0.0		1,445.9		2,699.4		1,024.4
500581	FBO LOC 581		51,728		0		23,278		45,296		0		0		4,659.9		0.0		0.0		91.5		423.1		0.0		1,445.9		2,699.4		1,024.4
500582	FBO LOC 582		51,728		0		23,278		45,296		0		0		4,659.9		0.0		0.0		91.5		423.1		0.0		1,445.9		2,699.4		1,024.4
500583	FBO LOC 583		51,728		0		23,278		45,296		0		0		4,659.9		0.0		0.0		91.5		423.1		0.0		1,445.9		2,699.4		1,024.4
500584	FBO LOC 584		51,728		0		23,278		45,296		0		0		4,659.9		0.0		0.0		91.5		423.1		0.0		1,445.9		2,699.4		1,024.4
500585	FBO LOC 585		51,728		0		23,278		45,296		0		0		4,659.9		0.0		0.0		91.5		423.1		0.0		1,445.9		2,699.4		1,024.4
500586	FBO LOC 586		51,728		0		23,278		45,296		0		0		4,659.9		0.0		0.0		91.5		423.1		0.0		1,445.9		2,699.4		1,024.4
500587	FBO LOC 587		51,728		0		23,278		45,296		0		0		4,659.9		0.0		0.0		91.5		423.1		0.0		1,445.9		2,699.4		1,024.4
500588	FBO LOC 588		51,728		0		23,278		45,296		0		0		4,659.9		0.0		0.0		91.5		423.1		0.0		1,445.9		2,699.4		1,024.4
500589	FBO LOC 589		51,728		0		23,278		45,296		0		0		4,659.9		0.0		0.0		91.5		423.1		0.0		1,445.9		2,699.4		1,024.4
500590	FBO LOC 590		51,728		0		23,278		45,296		0		0		4,659.9		0.0		0.0		91.5		423.1		0.0		1,445.9		2,699.4		1,024.4
500591	FBO LOC 591		51,728		0		23,278		45,296		0		0		4,659.9		0.0		0.0		91.5		423.1		0.0		1,445.9		2,699.4		1,024.4
500592	FBO LOC 592		51,728		0		23,278		45,296		0		0		4,659.9		0.0		0.0		91.5		423.1		0.0		1,445.9		2,699.4		1,024.4
500593	FBO LOC 593		51,728		0		23,278		45,296		0		0		4,659.9		0.0		0.0		91.5		423.1		0.0		1,445.9		2,699.4		1,024.4
500594	FBO LOC 594		51,728		0		23,278		45,296		0		0		4,659.9		0.0		0.0		91.5		423.1		0.0		1,445.9		2,699.4		1,024.4
500595	FBO LOC 595		51,728		0		23,278		45,296		0		0		4,659.9		0.0		0.0		91.5		423.1		0.0		1,445.9		2,699.4		1,024.4
500596	FBO LOC 596		51,728		0		23,278		45,296		0		0		4,659.9		0.0		0.0		91.5		423.1		0.0		1,445.9		2,699.4		1,024.4
500597	FBO LOC 597		51,728		0		23,278		45,296		0		0		4,659.9		0.0		0.0		91.5		423.1		0.0		1,445.9		2,699.4		1,024.4
500598	FBO LOC 598		51,728		0		23,278		45,296		0		0		4,659.9		0.0		0.0		91.5		423.1		0.0		1,445.9		2,699.4		1,024.4
500599	FBO LOC 599		51,728		0		23,278		45,296		0		0		4,659.9		0.0		0.0		91.5		423.1		0.0		1,445.9		2,699.4		1,024.4
500600	FBO LOC 600		51,728		0		23,278		45,296		0		0		4,659.9		0.0		0.0		91.5		423.1		0.0		1,445.9		2,699.4		1,024.4
500601	FBO LOC 601		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.6		1,016.3
500602	FBO LOC 602		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.6		1,016.3
500603	FBO LOC 603		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.6		1,016.3

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 84

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/COND				NGL				GAS				GROSS OPERATING
LEASE		COMPLTNS				OIL/COND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
NUMBER	LEASE NAME	OIL		GAS		BBL		MCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
500604	FBO LOC 604		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500605	FBO LOC 605		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500606	FBO LOC 606		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500607	FBO LOC 607		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500608	FBO LOC 608		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500609	FBO LOC 609		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500610	FBO LOC 610		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500611	FBO LOC 611		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500612	FBO LOC 612		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500613	FBO LOC 613		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500614	FBO LOC 614		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500615	FBO LOC 615		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500616	FBO LOC 616		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500617	FBO LOC 617		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500618	FBO LOC 618		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500619	FBO LOC 619		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500620	FBO LOC 620		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500621	FBO LOC 621		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500622	FBO LOC 622		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500623	FBO LOC 623		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500624	FBO LOC 624		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500625	FBO LOC 625		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500626	FBO LOC 626		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500627	FBO LOC 627		1		0		51,728		23,278		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500628	FBO LOC 628		1		0		51,679		23,256		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500629	FBO LOC 629		1		0		51,679		23,256		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500630	FBO LOC 630		1		0		51,679		23,256		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500631	FBO LOC 631		1		0		51,679		23,256		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500632	FBO LOC 632		1		0		51,679		23,256		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500633	FBO LOC 633		1		0		51,679		23,256		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500634	FBO LOC 634		1		0		51,679		23,256		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500635	FBO LOC 635		1		0		51,679		23,256		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500636	FBO LOC 636		1		0		51,679		23,256		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500637	FBO LOC 637		1		0		51,679		23,256		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500638	FBO LOC 638		1		0		51,679		23,256		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500639	FBO LOC 639		1		0		51,679		23,256		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500640	FBO LOC 640		1		0		51,679		23,256		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500641	FBO LOC 641		1		0		51,679		23,256		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500642	FBO LOC 642		1		0		51,679		23,256		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500643	FBO LOC 643		1		0		51,679		23,256		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500644	FBO LOC 644		1		0		51,679		23,256		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500645	FBO LOC 645		1		0		51,679		23,256		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 85

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL		NET CAP		ABDNMNT		OPERATING		NET		CUM P.W.
LEASE		OIL		NGL		GAS		OIL		NGL		GAS		OIL		NGL		GAS		TAXES		COST		COST		EXPENSE		REVENUE		10.000%
NUMBER	LEASE NAME	BBL		BBL		MCF		BBL		BBL		MCF		M$		M$		M$		M$		M$		M$		M$		M$		M$
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
500604	FBO LOC 604		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.6		1,016.3
500605	FBO LOC 605		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.6		1,016.3
500606	FBO LOC 606		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.6		1,016.3
500607	FBO LOC 607		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.6		1,016.3
500608	FBO LOC 608		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.6		1,016.3
500609	FBO LOC 609		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.6		1,016.3
500610	FBO LOC 610		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.6		1,016.3
500611	FBO LOC 611		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.6		1,016.3
500612	FBO LOC 612		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.6		1,016.3
500613	FBO LOC 613		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.6		1,016.3
500614	FBO LOC 614		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.6		1,016.3
500615	FBO LOC 615		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.6		1,016.3
500616	FBO LOC 616		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.6		1,016.3
500617	FBO LOC 617		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.6		1,016.3
500618	FBO LOC 618		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.6		1,016.3
500619	FBO LOC 619		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.6		1,016.3
500620	FBO LOC 620		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.6		1,016.3
500621	FBO LOC 621		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.6		1,016.3
500622	FBO LOC 622		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.6		1,016.3
500623	FBO LOC 623		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.6		1,016.3
500624	FBO LOC 624		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.6		1,016.3
500625	FBO LOC 625		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.6		1,016.3
500626	FBO LOC 626		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.6		1,016.3
500627	FBO LOC 627		51,728		0		23,278		45,296		0		0		4,660.0		0.0		0.0		91.6		423.1		0.0		1,445.7		2,699.6		1,016.3
500628	FBO LOC 628		51,679		0		23,256		45,254		0		0		4,655.7		0.0		0.0		91.4		423.1		0.0		1,441.4		2,699.8		1,008.4
500629	FBO LOC 629		51,679		0		23,256		45,254		0		0		4,655.7		0.0		0.0		91.4		423.1		0.0		1,441.4		2,699.8		1,008.4
500630	FBO LOC 630		51,679		0		23,256		45,254		0		0		4,655.7		0.0		0.0		91.4		423.1		0.0		1,441.4		2,699.8		1,008.4
500631	FBO LOC 631		51,679		0		23,256		45,254		0		0		4,655.7		0.0		0.0		91.4		423.1		0.0		1,441.4		2,699.8		1,008.4
500632	FBO LOC 632		51,679		0		23,256		45,254		0		0		4,655.7		0.0		0.0		91.4		423.1		0.0		1,441.4		2,699.8		1,008.4
500633	FBO LOC 633		51,679		0		23,256		45,254		0		0		4,655.7		0.0		0.0		91.4		423.1		0.0		1,441.4		2,699.8		1,008.4
500634	FBO LOC 634		51,679		0		23,256		45,254		0		0		4,655.7		0.0		0.0		91.4		423.1		0.0		1,441.4		2,699.8		1,008.4
500635	FBO LOC 635		51,679		0		23,256		45,254		0		0		4,655.7		0.0		0.0		91.4		423.1		0.0		1,441.4		2,699.8		1,008.4
500636	FBO LOC 636		51,679		0		23,256		45,254		0		0		4,655.7		0.0		0.0		91.4		423.1		0.0		1,441.4		2,699.8		1,008.4
500637	FBO LOC 637		51,679		0		23,256		45,254		0		0		4,655.7		0.0		0.0		91.4		423.1		0.0		1,441.4		2,699.8		1,008.4
500638	FBO LOC 638		51,679		0		23,256		45,254		0		0		4,655.7		0.0		0.0		91.4		423.1		0.0		1,441.4		2,699.8		1,008.4
500639	FBO LOC 639		51,679		0		23,256		45,254		0		0		4,655.7		0.0		0.0		91.4		423.1		0.0		1,441.4		2,699.8		1,008.4
500640	FBO LOC 640		51,679		0		23,256		45,254		0		0		4,655.7		0.0		0.0		91.4		423.1		0.0		1,441.4		2,699.8		1,008.4
500641	FBO LOC 641		51,679		0		23,256		45,254		0		0		4,655.7		0.0		0.0		91.4		423.1		0.0		1,441.4		2,699.8		1,008.4
500642	FBO LOC 642		51,679		0		23,256		45,254		0		0		4,655.7		0.0		0.0		91.4		423.1		0.0		1,441.4		2,699.8		1,008.4
500643	FBO LOC 643		51,679		0		23,256		45,254		0		0		4,655.7		0.0		0.0		91.4		423.1		0.0		1,441.4		2,699.8		1,008.4
500644	FBO LOC 644		51,679		0		23,256		45,254		0		0		4,655.7		0.0		0.0		91.4		423.1		0.0		1,441.4		2,699.8		1,008.4
500645	FBO LOC 645		51,679		0		23,256		45,254		0		0		4,655.7		0.0		0.0		91.4		423.1		0.0		1,441.4		2,699.8		1,008.4

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 86

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/COND				NGL				GAS				GROSS OPERATING
LEASE		COMPLTNS				OIL/COND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
NUMBER	LEASE NAME	OIL		GAS		BBL		MCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
500646	FBO LOC 646		1		0		51,679		23,256		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500647	FBO LOC 647		1		0		51,679		23,256		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500648	FBO LOC 648		1		0		51,679		23,256		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500649	FBO LOC 649		1		0		51,679		23,256		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500650	FBO LOC 650		1		0		51,679		23,256		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500651	FBO LOC 651		1		0		51,679		23,256		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500652	FBO LOC 652		1		0		51,679		23,256		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500653	FBO LOC 653		1		0		51,679		23,256		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500654	FBO LOC 654		1		0		51,679		23,256		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500655	FBO LOC 655		1		0		51,679		23,256		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500656	FBO LOC 656		1		0		51,679		23,256		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500657	FBO LOC 657		1		0		51,679		23,256		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500658	FBO LOC 658		1		0		51,679		23,256		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500659	FBO LOC 659		1		0		51,679		23,256		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500660	FBO LOC 660		1		0		51,679		23,256		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500661	FBO LOC 661		1		0		51,630		23,233		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500662	FBO LOC 662		1		0		51,630		23,233		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500663	FBO LOC 663		1		0		51,630		23,233		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500664	FBO LOC 664		1		0		51,630		23,233		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500665	FBO LOC 665		1		0		51,630		23,233		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500666	FBO LOC 666		1		0		51,630		23,233		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500667	FBO LOC 667		1		0		51,630		23,233		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500668	FBO LOC 668		1		0		51,630		23,233		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500669	FBO LOC 669		1		0		51,630		23,233		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500670	FBO LOC 670		1		0		51,630		23,233		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500671	FBO LOC 671		1		0		51,630		23,233		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500672	FBO LOC 672		1		0		51,630		23,233		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500673	FBO LOC 673		1		0		51,630		23,233		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500674	FBO LOC 674		1		0		51,630		23,233		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500675	FBO LOC 675		1		0		51,630		23,233		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500676	FBO LOC 676		1		0		51,630		23,233		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500677	FBO LOC 677		1		0		51,630		23,233		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500678	FBO LOC 678		1		0		51,630		23,233		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500679	FBO LOC 679		1		0		51,630		23,233		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500680	FBO LOC 680		1		0		51,630		23,233		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500681	FBO LOC 681		1		0		51,630		23,233		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500682	FBO LOC 682		1		0		51,630		23,233		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500683	FBO LOC 683		1		0		51,630		23,233		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500684	FBO LOC 684		1		0		51,630		23,233		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500685	FBO LOC 685		1		0		51,630		23,233		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500686	FBO LOC 686		1		0		51,630		23,233		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5
500687	FBO LOC 687		1		0		51,630		23,233		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.4		19.5

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 87

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL TAXES M$		NET CAP COST M$		ABDNMNT COST M$		OPERATING EXPENSE M$		NET REVENUE M$		CUM P.W. 10.000% M$
LEASE NUMBER	LEASE NAME	OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL M$		NGL M$		GAS M$
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
500646	FBO LOC 646		51,679		0		23,256		45,254		0		0		4,655.7		0.0		0.0		91.4		423.1		0.0		1,441.4		2,699.8		1,008.4
500647	FBO LOC 647		51,679		0		23,256		45,254		0		0		4,655.7		0.0		0.0		91.4		423.1		0.0		1,441.4		2,699.8		1,008.4
500648	FBO LOC 648		51,679		0		23,256		45,254		0		0		4,655.7		0.0		0.0		91.4		423.1		0.0		1,441.4		2,699.8		1,008.4
500649	FBO LOC 649		51,679		0		23,256		45,254		0		0		4,655.7		0.0		0.0		91.4		423.1		0.0		1,441.4		2,699.8		1,008.4
500650	FBO LOC 650		51,679		0		23,256		45,254		0		0		4,655.7		0.0		0.0		91.4		423.1		0.0		1,441.4		2,699.8		1,008.4
500651	FBO LOC 651		51,679		0		23,256		45,254		0		0		4,655.7		0.0		0.0		91.4		423.1		0.0		1,441.4		2,699.8		1,008.4
500652	FBO LOC 652		51,679		0		23,256		45,254		0		0		4,655.7		0.0		0.0		91.4		423.1		0.0		1,441.4		2,699.8		1,008.4
500653	FBO LOC 653		51,679		0		23,256		45,254		0		0		4,655.7		0.0		0.0		91.4		423.1		0.0		1,441.4		2,699.8		1,008.4
500654	FBO LOC 654		51,679		0		23,256		45,254		0		0		4,655.7		0.0		0.0		91.4		423.1		0.0		1,441.4		2,699.8		1,008.4
500655	FBO LOC 655		51,679		0		23,256		45,254		0		0		4,655.7		0.0		0.0		91.4		423.1		0.0		1,441.4		2,699.8		1,008.4
500656	FBO LOC 656		51,679		0		23,256		45,254		0		0		4,655.7		0.0		0.0		91.4		423.1		0.0		1,441.4		2,699.8		1,008.4
500657	FBO LOC 657		51,679		0		23,256		45,254		0		0		4,655.7		0.0		0.0		91.4		423.1		0.0		1,441.4		2,699.8		1,008.4
500658	FBO LOC 658		51,679		0		23,256		45,254		0		0		4,655.7		0.0		0.0		91.4		423.1		0.0		1,441.4		2,699.8		1,008.4
500659	FBO LOC 659		51,679		0		23,256		45,254		0		0		4,655.7		0.0		0.0		91.4		423.1		0.0		1,441.4		2,699.8		1,008.4
500660	FBO LOC 660		51,679		0		23,256		45,254		0		0		4,655.7		0.0		0.0		91.4		423.1		0.0		1,441.4		2,699.8		1,008.4
500661	FBO LOC 661		51,630		0		23,233		45,211		0		0		4,651.3		0.0		0.0		91.4		423.1		0.0		1,437.2		2,699.6		1,000.3
500662	FBO LOC 662		51,630		0		23,233		45,211		0		0		4,651.3		0.0		0.0		91.4		423.1		0.0		1,437.2		2,699.6		1,000.3
500663	FBO LOC 663		51,630		0		23,233		45,211		0		0		4,651.3		0.0		0.0		91.4		423.1		0.0		1,437.2		2,699.6		1,000.3
500664	FBO LOC 664		51,630		0		23,233		45,211		0		0		4,651.3		0.0		0.0		91.4		423.1		0.0		1,437.2		2,699.6		1,000.3
500665	FBO LOC 665		51,630		0		23,233		45,211		0		0		4,651.3		0.0		0.0		91.4		423.1		0.0		1,437.2		2,699.6		1,000.3
500666	FBO LOC 666		51,630		0		23,233		45,211		0		0		4,651.3		0.0		0.0		91.4		423.1		0.0		1,437.2		2,699.6		1,000.3
500667	FBO LOC 667		51,630		0		23,233		45,211		0		0		4,651.3		0.0		0.0		91.4		423.1		0.0		1,437.2		2,699.6		1,000.3
500668	FBO LOC 668		51,630		0		23,233		45,211		0		0		4,651.3		0.0		0.0		91.4		423.1		0.0		1,437.2		2,699.6		1,000.3
500669	FBO LOC 669		51,630		0		23,233		45,211		0		0		4,651.3		0.0		0.0		91.4		423.1		0.0		1,437.2		2,699.6		1,000.3
500670	FBO LOC 670		51,630		0		23,233		45,211		0		0		4,651.3		0.0		0.0		91.4		423.1		0.0		1,437.2		2,699.6		1,000.3
500671	FBO LOC 671		51,630		0		23,233		45,211		0		0		4,651.3		0.0		0.0		91.4		423.1		0.0		1,437.2		2,699.6		1,000.3
500672	FBO LOC 672		51,630		0		23,233		45,211		0		0		4,651.3		0.0		0.0		91.4		423.1		0.0		1,437.2		2,699.6		1,000.3
500673	FBO LOC 673		51,630		0		23,233		45,211		0		0		4,651.3		0.0		0.0		91.4		423.1		0.0		1,437.2		2,699.6		1,000.3
500674	FBO LOC 674		51,630		0		23,233		45,211		0		0		4,651.3		0.0		0.0		91.4		423.1		0.0		1,437.2		2,699.6		1,000.3
500675	FBO LOC 675		51,630		0		23,233		45,211		0		0		4,651.3		0.0		0.0		91.4		423.1		0.0		1,437.2		2,699.6		1,000.3
500676	FBO LOC 676		51,630		0		23,233		45,211		0		0		4,651.3		0.0		0.0		91.4		423.1		0.0		1,437.2		2,699.6		1,000.3
500677	FBO LOC 677		51,630		0		23,233		45,211		0		0		4,651.3		0.0		0.0		91.4		423.1		0.0		1,437.2		2,699.6		1,000.3
500678	FBO LOC 678		51,630		0		23,233		45,211		0		0		4,651.3		0.0		0.0		91.4		423.1		0.0		1,437.2		2,699.6		1,000.3
500679	FBO LOC 679		51,630		0		23,233		45,211		0		0		4,651.3		0.0		0.0		91.4		423.1		0.0		1,437.2		2,699.6		1,000.3
500680	FBO LOC 680		51,630		0		23,233		45,211		0		0		4,651.3		0.0		0.0		91.4		423.1		0.0		1,437.2		2,699.6		1,000.3
500681	FBO LOC 681		51,630		0		23,233		45,211		0		0		4,651.3		0.0		0.0		91.4		423.1		0.0		1,437.2		2,699.6		1,000.3
500682	FBO LOC 682		51,630		0		23,233		45,211		0		0		4,651.3		0.0		0.0		91.4		423.1		0.0		1,437.2		2,699.6		1,000.3
500683	FBO LOC 683		51,630		0		23,233		45,211		0		0		4,651.3		0.0		0.0		91.4		423.1		0.0		1,437.2		2,699.6		1,000.3
500684	FBO LOC 684		51,630		0		23,233		45,211		0		0		4,651.3		0.0		0.0		91.4		423.1		0.0		1,437.2		2,699.6		1,000.3
500685	FBO LOC 685		51,630		0		23,233		45,211		0		0		4,651.3		0.0		0.0		91.4		423.1		0.0		1,437.2		2,699.6		1,000.3
500686	FBO LOC 686		51,630		0		23,233		45,211		0		0		4,651.3		0.0		0.0		91.4		423.1		0.0		1,437.2		2,699.6		1,000.3
500687	FBO LOC 687		51,630		0		23,233		45,211		0		0		4,651.3		0.0		0.0		91.4		423.1		0.0		1,437.2		2,699.6		1,000.3

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 88

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/COND				NGL				GAS				GROSS OPERATING
LEASE		COMPLTNS				OIL/COND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
NUMBER	LEASE NAME	OIL		GAS		BBL		MCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
500688	FBO LOC 688		1		0		51,579		23,210		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
500689	FBO LOC 689		1		0		51,579		23,210		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
500690	FBO LOC 690		1		0		51,579		23,210		100.000		95.080		91.129		86.262		0.000		102.880		0.000		0.000		0.000		0.000		0.0		4.5		19.5
710112	FIXED EXP DIAT POS		0		0		0		0		100.000		95.080		91.129		86.262		0.000		0.000		0.000		0.000		0.000		0.000		0.0		66.1		19.5
710113	ABAN DIAT POS		0		0		0		0		100.000		95.080		91.129		86.262		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		20.5
FIELD TOTAL			801		0		22,918,624		10,313,579
TOTAL CALIFORNIA			801		0		22,918,624		10,313,579
TOTAL ALL LEASES			801		0		22,918,624		10,313,579

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 89

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE DIATOMITE RESERVOIR
	POSSIBLE RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL TAXES M$		NET CAP COST M$		ABDNMNT COST M$		OPERATING EXPENSE M$		NET REVENUE M$		CUM P.W. 10.000% M$
LEASE NUMBER	LEASE NAME	OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL M$		NGL M$		GAS M$
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
500688	FBO LOC 688		51,579		0		23,210		45,167		0		0		4,646.7		0.0		0.0		91.3		423.1		0.0		1,433.1		2,699.2		992.5
500689	FBO LOC 689		51,579		0		23,210		45,167		0		0		4,646.7		0.0		0.0		91.3		423.1		0.0		1,433.1		2,699.2		992.5
500690	FBO LOC 690		51,579		0		23,210		45,167		0		0		4,646.7		0.0		0.0		91.3		423.1		0.0		1,433.1		2,699.2		992.5
710112	FIXED EXP DIAT POS		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		943.1		-943.1		-156.1
710113	ABAN DIAT POS		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		14,024.2		0.0		-14,024.2		-1,562.4
FIELD TOTAL			22,918,624		0		10,313,579		19,978,701		0		0		2,055,388.8		0.0		0.0		40,418.6		124,814.5		14,024.2		448,847.1		1,427,284.4		609,955.8
TOTAL CALIFORNIA			22,918,624		0		10,313,579		19,978,701		0		0		2,055,388.8		0.0		0.0		40,418.6		124,814.5		14,024.2		448,847.1		1,427,284.4		609,955.8
TOTAL ALL LEASES			22,918,624		0		10,313,579		19,978,701		0		0		2,055,388.8		0.0		0.0		40,418.6		124,814.5		14,024.2		448,847.1		1,427,284.4		609,955.8

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 90

MONTEREY RESERVOIR

ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

	SUMMARY PROJECTION OF RESERVES AND REVENUE
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE MONTEREY RESERVOIR
	TOTAL PROVED RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

PERIOD ENDING M-D-Y	GROSS RESERVES						NET RESERVES						AVERAGE PRICES						GROSS REVENUE
	OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL $/BBL		NGL $/BBL		GAS $/MCF		OIL M$		NGL M$		GAS M$		TOTAL M$
12-31-2013		11,071		0		44,015		9,630		0		13,472		103.660		0.000		1.958		998.4		0.0		26.4		1,024.8
12-31-2014		85,732		0		349,865		74,818		0		80,830		103.660		0.000		1.958		7,755.3		0.0		158.3		7,913.6
12-31-2015		139,418		0		567,980		122,251		0		26,944		103.660		0.000		1.958		12,672.6		0.0		52.8		12,725.4
12-31-2016		118,723		0		477,671		104,004		0		0		103.660		0.000		0.000		10,780.8		0.0		0.0		10,780.8
12-31-2017		102,945		0		409,591		90,082		0		0		103.660		0.000		0.000		9,338.6		0.0		0.0		9,338.6
12-31-2018		91,652		0		360,067		80,139		0		0		103.660		0.000		0.000		8,307.1		0.0		0.0		8,307.1
12-31-2019		83,280		0		323,567		72,766		0		0		103.660		0.000		0.000		7,542.7		0.0		0.0		7,542.7
12-31-2020		76,612		0		289,673		66,915		0		0		103.660		0.000		0.000		6,936.4		0.0		0.0		6,936.4
12-31-2021		71,081		0		262,374		62,085		0		0		103.660		0.000		0.000		6,435.4		0.0		0.0		6,435.4
12-31-2022		66,663		0		243,783		58,203		0		0		103.660		0.000		0.000		6,033.7		0.0		0.0		6,033.7
12-31-2023		62,929		0		228,444		54,921		0		0		103.660		0.000		0.000		5,693.1		0.0		0.0		5,693.1
12-31-2024		59,677		0		215,219		52,070		0		0		103.660		0.000		0.000		5,397.5		0.0		0.0		5,397.5
12-31-2025		56,675		0		202,152		49,436		0		0		103.660		0.000		0.000		5,124.4		0.0		0.0		5,124.4
12-31-2026		54,020		0		191,430		47,112		0		0		103.660		0.000		0.000		4,883.6		0.0		0.0		4,883.6
12-31-2027		51,582		0		182,359		44,977		0		0		103.660		0.000		0.000		4,662.2		0.0		0.0		4,662.2
SUBTOTAL		1,132,060		0		4,348,190		989,409		0		121,246		103.660		0.000		1.958		102,561.8		0.0		237.5		102,799.3
REMAINING		1,007,339		0		3,405,931		877,132		0		0		103.660		0.000		0.000		90,923.4		0.0		0.0		90,923.4
TOTAL		2,139,399		0		7,754,121		1,866,541		0		121,246		103.660		0.000		1.958		193,485.2		0.0		237.5		193,722.7
CUM PROD		15,616,005				7,198,810
ULTIMATE		17,755,404				14,952,931

					NET DEDUCTIONS/EXPENDITURES										FUTURE NET REVENUE
PERIOD ENDING M-D-Y	NUMBER OF ACTIVE COMPLETIONS				TAXES				CAPITAL COST M$		ABDNMNT COST M$		OPERATING EXPENSE M$		UNDISCOUNTED				DISC AT 10.000%		PRESENT WORTH PROFILE
					PRODUCTION M$		AD VALOREM M$								PERIOD M$		CUM M$		CUM M$		DISC RATE %		CUM PW M$
	GROSS		NET
12-31-2013		42		41.77		1.2		19.0		0.0		0.0		343.6		661.0		661.0		656.7		8.000		39,143.0
12-31-2014		44		43.77		15.8		145.9		5,013.0		0.0		2,384.2		354.7		1,015.7		966.2		12.000		29,132.9
12-31-2015		48		47.77		24.3		233.5		9,445.0		0.0		3,286.1		-263.5		752.2		444.8		15.000		24,159.7
12-31-2016		48		47.77		19.9		198.5		0.0		0.0		2,959.7		7,602.7		8,354.9		6,351.4		20.000		18,467.7
12-31-2017		48		47.77		17.3		171.2		0.0		0.0		2,707.4		6,442.7		14,797.6		10,900.0		25.000		14,660.0
12-31-2018		48		47.77		15.8		152.6		0.0		0.0		2,514.3		5,624.4		20,422.0		14,509.1		30.000		11,945.0
12-31-2019		47		46.77		14.0		138.6		0.0		0.0		2,374.2		5,015.9		25,437.9		17,434.5		35.000		9,925.7
12-31-2020		47		46.77		13.1		127.1		0.0		0.0		2,256.1		4,540.1		29,978.0		19,841.8		40.000		8,375.2
12-31-2021		46		45.82		11.9		118.3		0.0		0.0		2,148.4		4,156.8		34,134.8		21,845.4		45.000		7,153.0
12-31-2022		45		44.86		10.9		111.1		0.0		0.0		2,072.6		3,839.1		37,973.9		23,527.7		50.000		6,170.5
12-31-2023		45		44.86		10.3		104.5		0.0		0.0		2,010.3		3,568.0		41,541.9		24,948.1
12-31-2024		45		44.86		9.5		99.5		0.0		0.0		1,955.8		3,332.7		44,874.6		26,154.7
12-31-2025		45		44.86		9.3		94.2		0.0		0.0		1,895.0		3,125.9		48,000.5		27,183.4
12-31-2026		44		43.86		9.1		89.7		0.0		0.0		1,841.2		2,943.6		50,944.1		28,064.1
12-31-2027		43		42.86		8.8		85.6		0.0		0.0		1,789.0		2,778.8		53,722.9		28,820.0
SUBTOTAL						191.2		1,889.3		14,458.0		0.0		32,537.9		53,722.9		53,722.9		28,820.0
REMAINING						164.8		1,670.1		0.0		600.0		46,088.5		42,400.0		96,122.9		33,506.2
TOTAL OF 50.0 YRS						356.0		3,559.4		14,458.0		600.0		78,626.4		96,122.9		96,122.9		33,506.2

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 91

PROVED DEVELOPED PRODUCING RESERVES

	SUMMARY PROJECTION OF RESERVES AND REVENUE
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE MONTEREY RESERVOIR
	PROVED DEVELOPED PRODUCING RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

PERIOD ENDING M-D-Y	GROSS RESERVES						NET RESERVES						AVERAGE PRICES						GROSS REVENUE
	OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL $/BBL		NGL $/BBL		GAS $/MCF		OIL M$		NGL M$		GAS M$		TOTAL M$
12-31-2013		11,071		0		44,015		9,630		0		13,472		103.660		0.000		1.958		998.4		0.0		26.4		1,024.8
12-31-2014		64,584		0		255,912		56,210		0		80,830		103.660		0.000		1.958		5,826.4		0.0		158.3		5,984.7
12-31-2015		61,760		0		243,455		53,769		0		26,944		103.660		0.000		1.958		5,573.8		0.0		52.8		5,626.6
12-31-2016		59,251		0		232,491		51,611		0		0		103.660		0.000		0.000		5,349.9		0.0		0.0		5,349.9
12-31-2017		56,976		0		222,552		49,638		0		0		103.660		0.000		0.000		5,146.2		0.0		0.0		5,146.2
12-31-2018		54,723		0		212,080		47,693		0		0		103.660		0.000		0.000		4,943.7		0.0		0.0		4,943.7
12-31-2019		52,731		0		203,243		45,969		0		0		103.660		0.000		0.000		4,764.8		0.0		0.0		4,764.8
12-31-2020		50,755		0		189,718		44,267		0		0		103.660		0.000		0.000		4,589.0		0.0		0.0		4,589.0
12-31-2021		48,785		0		177,869		42,587		0		0		103.660		0.000		0.000		4,414.5		0.0		0.0		4,414.5
12-31-2022		47,139		0		171,274		41,156		0		0		103.660		0.000		0.000		4,266.7		0.0		0.0		4,266.7
12-31-2023		45,612		0		165,439		39,826		0		0		103.660		0.000		0.000		4,128.4		0.0		0.0		4,128.4
12-31-2024		44,150		0		159,866		38,555		0		0		103.660		0.000		0.000		3,996.7		0.0		0.0		3,996.7
12-31-2025		42,541		0		154,447		37,176		0		0		103.660		0.000		0.000		3,853.6		0.0		0.0		3,853.6
12-31-2026		41,192		0		149,276		35,997		0		0		103.660		0.000		0.000		3,731.4		0.0		0.0		3,731.4
12-31-2027		39,797		0		144,173		34,777		0		0		103.660		0.000		0.000		3,604.9		0.0		0.0		3,604.9
SUBTOTAL		721,067		0		2,725,810		628,861		0		121,246		103.660		0.000		1.958		65,188.4		0.0		237.5		65,425.9
REMAINING		840,127		0		2,943,589		733,973		0		0		103.660		0.000		0.000		76,083.2		0.0		0.0		76,083.2
TOTAL		1,561,194		0		5,669,399		1,362,834		0		121,246		103.660		0.000		1.958		141,271.6		0.0		237.5		141,509.1
CUM PROD		15,616,005				7,198,810
ULTIMATE		17,177,199				12,868,209

					NET DEDUCTIONS/EXPENDITURES										FUTURE NET REVENUE
PERIOD ENDING M-D-Y	NUMBER OF ACTIVE COMPLETIONS				TAXES				CAPITAL COST M$		ABDNMNT COST M$		OPERATING EXPENSE M$		UNDISCOUNTED				DISC AT 10.000%		PRESENT WORTH PROFILE
					PRODUCTION M$		AD VALOREM M$								PERIOD M$		CUM M$		CUM M$		DISC RATE %		CUM PW M$
	GROSS		NET
12-31-2013		41		40.77		1.2		19.0		0.0		0.0		343.6		661.0		661.0		656.7		8.000		31,109.6
12-31-2014		41		40.77		11.9		110.4		0.0		0.0		2,019.4		3,843.0		4,504.0		4,265.6		12.000		24,064.3
12-31-2015		41		40.77		10.6		103.2		0.0		0.0		1,969.9		3,542.9		8,046.9		7,290.9		15.000		20,648.0
12-31-2016		41		40.77		9.5		98.6		0.0		0.0		1,925.7		3,316.1		11,363.0		9,863.9		20.000		16,806.7
12-31-2017		41		40.77		9.3		94.1		0.0		0.0		1,885.2		3,157.6		14,520.6		12,090.7		25.000		14,269.2
12-31-2018		41		40.77		9.3		90.9		0.0		0.0		1,834.0		3,009.5		17,530.1		14,020.3		30.000		12,465.2
12-31-2019		40		39.77		8.8		87.6		0.0		0.0		1,743.7		2,924.7		20,454.8		15,724.8		35.000		11,117.0
12-31-2020		40		39.77		8.5		84.0		0.0		0.0		1,668.7		2,827.8		23,282.6		17,223.1		40.000		10,071.5
12-31-2021		39		38.82		8.2		81.1		0.0		0.0		1,625.4		2,699.8		25,982.4		18,523.7		45.000		9,235.5
12-31-2022		38		37.86		7.7		78.5		0.0		0.0		1,600.0		2,580.5		28,562.9		19,654.1		50.000		8,550.1
12-31-2023		38		37.86		7.4		75.7		0.0		0.0		1,578.1		2,467.2		31,030.1		20,635.6
12-31-2024		38		37.86		7.0		73.8		0.0		0.0		1,557.4		2,358.5		33,388.6		21,489.3
12-31-2025		37		36.91		6.8		70.9		0.0		0.0		1,518.9		2,257.0		35,645.6		22,231.7
12-31-2026		37		36.91		6.6		68.4		0.0		0.0		1,494.6		2,161.8		37,807.4		22,878.2
12-31-2027		36		35.91		6.6		66.2		0.0		0.0		1,462.3		2,069.8		39,877.2		23,441.1
SUBTOTAL						119.4		1,202.4		0.0		0.0		24,226.9		39,877.2		39,877.2		23,441.1
REMAINING						138.8		1,397.5		0.0		0.0		40,541.9		34,005.0		73,882.2		27,115.5
TOTAL OF 50.0 YRS						258.2		2,599.9		0.0		0.0		64,768.8		73,882.2		73,882.2		27,115.5

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 92

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE MONTEREY RESERVOIR
	PROVED DEVELOPED PRODUCING RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/COND				NGL				GAS				GROSS OPERATING
LEASE		COMPLTNS				OIL/COND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
NUMBER	LEASE NAME	OIL		GAS		BBL		MCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
CALIFORNIA
ORCUTT FIELD, SANTA BARBARA COUNTY
000010	2A-GTL SI		0		0		8,018		7,891		95.455		95.455		77.356		77.356		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0
000001	3 SI		0		0		134,079		180,824		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0
000019	4		1		0		188,808		180,033		100.000		100.000		88.367		88.367		103.660		103.660		0.000		0.000		0.000		0.000		2.3		1.5		37.4
000014	4A-GTL SI		0		0		10,295		13,977		95.455		95.455		77.356		77.356		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0
000035	5		1		0		64,835		173,345		100.000		100.000		88.367		88.367		103.660		103.660		0.000		0.000		0.000		0.000		2.1		1.5		41.7
000064	6		1		0		197,155		141,403		100.000		100.000		88.367		88.367		103.660		103.660		0.000		0.000		0.000		0.000		2.1		1.5		20.7
000016	6-GTL		1		0		110,584		905,911		95.455		95.455		77.356		77.356		103.660		103.660		0.000		0.000		0.000		0.000		5.8		2.5		50.0
000074	7 SI		0		0		117,440		108,081		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0
000082	11		1		0		135,181		93,348		100.000		100.000		88.367		88.367		103.660		103.660		0.000		0.000		0.000		0.000		2.0		1.5		26.3
000086	12 SI		0		0		82,118		79,849		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0
000090	14 SI		0		0		99,502		130,291		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0
000002	16-GTL		1		0		58,081		123,788		95.455		95.455		77.356		77.356		103.660		103.660		0.000		0.000		0.000		0.000		4.4		1.6		11.2
000004	18		1		0		159,757		151,837		100.000		100.000		88.367		88.367		103.660		103.660		0.000		0.000		0.000		0.000		2.4		1.5		37.3
000094	21		1		0		1,239,826		61,552		100.000		100.000		88.367		88.367		103.660		103.660		0.000		0.000		0.000		0.000		2.5		1.6		50.0
000095	22		1		0		141,816		155,398		100.000		100.000		88.367		88.367		103.660		103.660		0.000		0.000		0.000		0.000		3.2		1.8		50.0
000084	23 SI		0		0		5,321		5,327		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0
000096	24		1		0		301,718		144,410		100.000		100.000		88.367		88.367		103.660		103.660		0.000		0.000		0.000		0.000		3.9		2.2		50.0
000085	25 SI		0		0		763,977		8,416		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0
000005	26-GTL WTR		0		0		178		0		95.455		95.455		77.356		77.356		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0
000006	29 SI		0		0		623,833		45,500		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0
000007	30 SI		0		0		217,401		7,808		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0
000087	31-GTL SI		0		0		43,790		61,850		95.455		95.455		77.356		77.356		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0
000008	34 SI		0		0		770,336		262,144		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0
000088	36-GTL		1		0		66,955		562,839		95.455		95.455		77.356		77.356		103.660		103.660		0.000		0.000		0.000		0.000		2.9		1.6		33.5
000009	37		1		0		1,453,752		1,023,918		100.000		100.000		88.367		88.367		103.660		103.660		0.000		0.000		0.000		0.000		7.1		2.9		50.0
000011	37-GTL		1		0		26,403		132,600		95.455		95.455		77.356		77.356		103.660		103.660		0.000		0.000		0.000		0.000		1.7		1.6		7.3
000015	40		1		0		525,062		83,735		100.000		100.000		88.367		88.367		103.660		103.660		0.000		0.000		0.000		0.000		3.0		1.6		50.0
000017	43		0		0		527,244		187,049		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0
000018	44		1		0		575,500		319,102		100.000		100.000		88.367		88.367		103.660		103.660		0.000		0.000		0.000		0.000		8.0		3.2		50.0
000030	45		1		0		430,630		212,354		100.000		100.000		88.367		88.367		103.660		103.660		0.000		0.000		0.000		0.000		2.2		1.5		38.2
000020	46		1		0		43,649		42,987		100.000		100.000		88.367		88.367		103.660		103.660		0.000		0.000		0.000		0.000		1.7		1.5		4.4
000012	46-GTL		1		0		16,207		132,191		95.455		95.455		77.356		77.356		103.660		103.660		0.000		0.000		0.000		0.000		1.9		1.6		6.5
000021	47		1		0		576,708		191,994		100.000		100.000		88.367		88.367		103.660		103.660		0.000		0.000		0.000		0.000		3.1		1.8		50.0
000013	47A-GTL SI		0		0		831		8,965		95.455		95.455		77.356		77.356		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0
000089	47X-GTL WTR		0		0		251		1,003		95.455		95.455		77.356		77.356		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0
000022	48		1		0		288,692		178,008		100.000		100.000		88.367		88.367		103.660		103.660		0.000		0.000		0.000		0.000		3.7		1.8		50.0
000024	49		1		0		826,952		690,540		100.000		100.000		88.367		88.367		103.660		103.660		0.000		0.000		0.000		0.000		7.5		3.0		50.0
000025	50		1		0		165,407		162,467		100.000		100.000		88.367		88.367		103.660		103.660		0.000		0.000		0.000		0.000		2.8		1.7		50.0
000026	51		1		0		239,322		381,192		100.000		100.000		88.367		88.367		103.660		103.660		0.000		0.000		0.000		0.000		3.0		1.7		50.0
000027	52		1		0		368,002		230,923		100.000		100.000		88.367		88.367		103.660		103.660		0.000		0.000		0.000		0.000		2.4		1.5		37.3
000028	54 SI		0		0		657,307		238,780		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0
000029	55		0		0		156,494		16,514		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 93

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE MONTEREY RESERVOIR
	PROVED DEVELOPED PRODUCING RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL TAXES M$		NET CAP COST M$		ABDNMNT COST M$		OPERATING EXPENSE M$		NET REVENUE M$		CUM P.W. 10.000% M$
LEASE NUMBER	LEASE NAME	OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL M$		NGL M$		GAS M$
CALIFORNIA
ORCUTT FIELD, SANTA BARBARA COUNTY
000010	2A-GTL SI		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000001	3 SI		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000019	4		15,217		0		15,217		13,446		0		0		1,393.6		0.0		0.0		28.1		0.0		0.0		828.0		537.5		241.7
000014	4A-GTL SI		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000035	5		15,307		0		141,094		13,527		0		0		1,402.2		0.0		0.0		30.2		0.0		0.0		893.7		478.3		198.0
000064	6		7,630		0		9,574		6,742		0		0		698.8		0.0		0.0		13.9		0.0		0.0		444.2		240.7		144.6
000016	6-GTL		84,900		0		832,640		65,676		0		0		6,807.8		0.0		0.0		143.2		0.0		0.0		2,179.5		4,485.1		1,366.7
000074	7 SI		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000082	11		9,056		0		13,618		8,002		0		0		829.4		0.0		0.0		16.5		0.0		0.0		552.4		260.5		138.9
000086	12 SI		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000090	14 SI		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000002	16-GTL		9,538		0		3,537		7,379		0		0		764.8		0.0		0.0		15.0		0.0		0.0		323.4		426.4		329.4
000004	18		16,056		0		17,170		14,188		0		0		1,470.7		0.0		0.0		29.4		0.0		0.0		842.0		599.3		271.5
000094	21		24,132		0		48,397		21,325		0		0		2,210.5		0.0		0.0		44.0		0.0		0.0		1,175.7		990.8		350.3
000095	22		37,356		0		37,694		33,011		0		0		3,422.0		0.0		0.0		67.6		0.0		0.0		1,416.8		1,937.6		626.3
000084	23 SI		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000096	24		54,670		0		41,911		48,310		0		0		5,008.1		0.0		0.0		99.4		0.0		0.0		1,732.0		3,176.7		919.7
000085	25 SI		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000005	26-GTL WTR		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000006	29 SI		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000007	30 SI		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000087	31-GTL SI		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000008	34 SI		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000088	36-GTL		18,369		0		101,409		14,210		0		0		1,473.1		0.0		0.0		30.2		0.0		0.0		790.7		652.2		319.9
000009	37		109,352		0		393,708		96,631		0		0		10,016.8		0.0		0.0		202.3		0.0		0.0		2,727.7		7,086.8		2,128.0
000011	37-GTL		1,930		0		23,766		1,493		0		0		154.7		0.0		0.0		2.9		0.0		0.0		136.9		14.9		12.0
000015	40		30,728		0		51,389		27,153		0		0		2,814.6		0.0		0.0		55.5		0.0		0.0		1,295.9		1,463.2		526.6
000017	43		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000018	44		127,350		0		164,065		112,536		0		0		11,665.6		0.0		0.0		232.6		0.0		0.0		3,055.5		8,377.5		2,504.4
000030	45		14,855		0		25,026		13,127		0		0		1,360.6		0.0		0.0		27.7		0.0		0.0		832.6		500.3		221.0
000020	46		1,101		0		9,680		973		0		0		100.9		0.0		0.0		1.9		0.0		0.0		84.9		14.1		12.0
000012	46-GTL		2,161		0		82,150		1,671		0		0		173.2		0.0		0.0		4.0		0.0		0.0		129.1		40.1		33.3
000021	47		35,658		0		4,157		31,510		0		0		3,266.5		0.0		0.0		64.1		0.0		0.0		1,385.6		1,816.8		591.0
000013	47A-GTL SI		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000089	47X-GTL WTR		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000022	48		41,482		0		26,386		36,657		0		0		3,799.9		0.0		0.0		75.2		0.0		0.0		1,491.6		2,233.1		764.4
000024	49		118,181		0		325,488		104,434		0		0		10,825.6		0.0		0.0		217.4		0.0		0.0		2,888.4		7,719.8		2,312.6
000025	50		28,629		0		4,076		25,298		0		0		2,622.5		0.0		0.0		51.7		0.0		0.0		1,257.6		1,313.2		444.5
000026	51		32,262		0		121,882		28,509		0		0		2,955.3		0.0		0.0		59.1		0.0		0.0		1,323.8		1,572.4		519.8
000027	52		16,039		0		72,114		14,173		0		0		1,469.1		0.0		0.0		29.6		0.0		0.0		840.5		599.0		271.2
000028	54 SI		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000029	55		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 94

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE MONTEREY RESERVOIR
	PROVED DEVELOPED PRODUCING RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/COND				NGL				GAS				GROSS OPERATING
LEASE		COMPLTNS				OIL/COND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
NUMBER	LEASE NAME	OIL		GAS		BBL		MCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
000036	56 SI		0		0		935,116		142,874		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0
000044	57		1		0		167,563		301,160		100.000		100.000		88.367		88.367		103.660		103.660		0.000		0.000		0.000		0.000		6.7		2.1		50.0
000054	60 WTR		1		0		206,349		218,931		100.000		100.000		88.367		88.367		103.660		103.660		0.000		0.000		0.000		0.000		3.9		2.0		50.0
000057	61		1		0		382,201		300,151		100.000		100.000		88.367		88.367		103.660		103.660		0.000		0.000		0.000		0.000		8.4		2.8		50.0
000058	62		1		0		274,314		237,687		100.000		100.000		88.367		88.367		103.660		103.660		0.000		0.000		0.000		0.000		3.1		1.5		44.3
000003	63		1		0		135,041		452,017		100.000		100.000		88.367		88.367		103.660		103.660		0.000		0.000		0.000		0.000		4.0		1.8		50.0
000059	64		1		0		155,112		600,685		100.000		100.000		88.367		88.367		103.660		103.660		0.000		0.000		0.000		0.000		2.9		1.6		50.0
000060	66 SI		0		0		22,008		0		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0
000061	73 SI		0		0		254,715		228,188		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0
000062	74 WTR		0		0		83,659		569		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0
000063	75		1		0		201,392		242,777		100.000		100.000		88.367		88.367		103.660		103.660		0.000		0.000		0.000		0.000		2.0		1.5		37.7
000065	76		1		0		160,150		350,790		100.000		100.000		88.367		88.367		103.660		103.660		0.000		0.000		0.000		0.000		4.8		2.0		50.0
000066	77		1		0		177,178		145,077		100.000		100.000		88.367		88.367		103.660		103.660		0.000		0.000		0.000		0.000		3.5		1.9		50.0
000067	78 SI		0		0		76,750		1,947		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0
000068	79		1		0		110,967		545,122		100.000		100.000		88.367		88.367		103.660		103.660		0.000		0.000		0.000		0.000		7.1		1.5		47.4
000069	80 SI		0		0		158,460		8,680		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0
000070	84		1		0		139,455		184,430		100.000		100.000		88.367		88.367		103.660		103.660		0.000		0.000		0.000		0.000		2.2		1.5		45.9
000071	85 SI		0		0		60,730		0		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0
000072	86 SI		0		0		26,547		7,123		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0
000073	88		1		0		151,597		114,543		100.000		100.000		88.367		88.367		103.660		103.660		0.000		0.000		0.000		0.000		2.9		1.5		50.0
000075	89		1		0		219,120		49,318		100.000		100.000		88.367		88.367		103.660		103.660		0.000		0.000		0.000		0.000		2.4		1.5		12.9
000076	90-31 RD		1		0		43,254		169,845		100.000		100.000		88.367		88.367		103.660		103.660		0.000		0.000		0.000		0.000		5.5		1.3		35.7
000100	90-31 SI		0		0		286,965		157,467		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0
000077	91 SI		0		0		93,592		0		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0
000078	92 SI		0		0		2,261		2,579		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0
000079	93 SI		0		0		12,192		446		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0
000080	126-GTL SI		0		0		15,998		18,846		95.455		95.455		77.356		77.356		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0
000081	136-GTL SI		0		0		11,090		22,146		95.455		95.455		77.356		77.356		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0
000083	146D-GTL SI		0		0		2,652		8,427		95.455		95.455		77.356		77.356		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0
000091	B-1		1		0		77,324		275,350		100.000		100.000		84.490		84.490		103.660		103.660		0.000		0.000		0.000		0.000		3.2		1.7		50.0
000092	B-3		1		0		45,263		115,235		100.000		100.000		84.490		84.490		103.660		103.660		0.000		0.000		0.000		0.000		2.5		1.6		50.0
000093	B-4		1		0		68,767		125,655		100.000		100.000		84.490		84.490		103.660		103.660		0.000		0.000		0.000		0.000		3.5		1.9		50.0
000098	B-5 WTR		0		0		0		0		100.000		100.000		83.333		83.333		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0
000097	FIELD GAS		0		0		0		0		98.946		98.946		85.600		85.600		0.000		0.000		0.000		0.000		1.958		1.958		0.0		0.0		1.5
010002	FIXED EXP MONT PDP		0		0		0		0		99.150		99.150		90.790		90.790		0.000		0.000		0.000		0.000		0.000		0.000		21.7		21.7		50.0
FIELD TOTAL			41		0		17,177,199		12,868,209
TOTAL CALIFORNIA			41		0		17,177,199		12,868,209
TOTAL ALL LEASES			41		0		17,177,199		12,868,209

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 95

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE MONTEREY RESERVOIR
	PROVED DEVELOPED PRODUCING RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL		NET CAP		ABDNMNT		OPERATING		NET		CUM P.W.
LEASE		OIL		NGL		GAS		OIL		NGL		GAS		OIL		NGL		GAS		TAXES		COST		COST		EXPENSE		REVENUE		10.000%
NUMBER	LEASE NAME	BBL		BBL		MCF		BBL		BBL		MCF		M$		M$		M$		M$		M$		M$		M$		M$		M$
CALIFORNIA (CONTINUED)
ORCUTT FIELD, SANTA BARBARA COUNTY (CONTINUED)
000036	56 SI		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000044	57		83,780		0		246,541		74,034		0		0		7,674.4		0.0		0.0		154.3		0.0		0.0		2,261.9		5,258.2		1,805.1
000054	60 WTR		50,601		0		206,145		44,714		0		0		4,635.2		0.0		0.0		94.4		0.0		0.0		1,657.9		2,882.9		902.2
000057	61		121,682		0		266,888		107,527		0		0		11,146.4		0.0		0.0		223.0		0.0		0.0		2,952.2		7,971.2		2,538.5
000058	62		25,708		0		212,100		22,718		0		0		2,354.8		0.0		0.0		49.0		0.0		0.0		1,119.8		1,186.0		505.4
000003	63		47,628		0		422,517		42,088		0		0		4,362.8		0.0		0.0		91.6		0.0		0.0		1,603.7		2,667.5		899.3
000059	64		27,655		0		404,207		24,438		0		0		2,533.2		0.0		0.0		54.8		0.0		0.0		1,239.8		1,238.6		457.2
000060	66 SI		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000061	73 SI		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000062	74 WTR		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000063	75		12,966		0		48,471		11,458		0		0		1,187.6		0.0		0.0		24.0		0.0		0.0		790.6		373.0		163.0
000065	76		60,841		0		301,959		53,763		0		0		5,573.2		0.0		0.0		113.7		0.0		0.0		1,844.3		3,615.2		1,192.1
000066	77		42,450		0		49,593		37,512		0		0		3,888.5		0.0		0.0		77.2		0.0		0.0		1,509.3		2,302.0		732.7
000067	78 SI		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000068	79		59,371		0		493,647		52,464		0		0		5,438.2		0.0		0.0		113.5		0.0		0.0		1,779.3		3,545.4		1,610.4
000069	80 SI		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000070	84		17,879		0		14,748		15,799		0		0		1,637.8		0.0		0.0		32.8		0.0		0.0		1,001.8		603.2		236.5
000071	85 SI		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000072	86 SI		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000073	88		26,350		0		109,678		23,285		0		0		2,413.8		0.0		0.0		48.7		0.0		0.0		1,216.3		1,148.8		446.1
000075	89		5,675		0		7,894		5,015		0		0		520.0		0.0		0.0		10.0		0.0		0.0		293.6		216.4		155.7
000076	90-31 RD		26,627		0		138,624		23,529		0		0		2,439.2		0.0		0.0		49.7		0.0		0.0		869.9		1,519.6		859.0
000100	90-31 SI		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000077	91 SI		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000078	92 SI		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000079	93 SI		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000080	126-GTL SI		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000081	136-GTL SI		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000083	146D-GTL SI		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000091	B-1		33,800		0		105,326		28,558		0		0		2,960.2		0.0		0.0		58.8		0.0		0.0		1,351.9		1,549.5		553.4
000092	B-3		23,772		0		18,420		20,085		0		0		2,082.0		0.0		0.0		41.4		0.0		0.0		1,169.4		871.2		315.5
000093	B-4		42,450		0		56,493		35,866		0		0		3,718.0		0.0		0.0		73.6		0.0		0.0		1,509.3		2,135.1		683.9
000098	B-5 WTR		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
000097	FIELD GAS		0		0		0		0		0		121,246		0.0		0.0		237.5		6.1		0.0		0.0		0.0		231.4		215.6
010002	FIXED EXP MONT PDP		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		11,969.3		-11,969.3		-2,403.9
FIELD TOTAL			1,561,194		0		5,669,399		1,362,834		0		121,246		141,271.6		0.0		237.5		2,858.1		0.0		0.0		64,768.8		73,882.2		27,115.5
TOTAL CALIFORNIA			1,561,194		0		5,669,399		1,362,834		0		121,246		141,271.6		0.0		237.5		2,858.1		0.0		0.0		64,768.8		73,882.2		27,115.5
TOTAL ALL LEASES			1,561,194		0		5,669,399		1,362,834		0		121,246		141,271.6		0.0		237.5		2,858.1		0.0		0.0		64,768.8		73,882.2		27,115.5

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 96

PROVED DEVELOPED NON-PRODUCING RESERVES

	SUMMARY PROJECTION OF RESERVES AND REVENUE
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE MONTEREY RESERVOIR
	PROVED DEVELOPED NON-PRODUCING RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

PERIOD	GROSS RESERVES						NET RESERVES						AVERAGE PRICES						GROSS REVENUE
ENDING M-D-Y	OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL $/BBL		NGL $/BBL		GAS $/MCF		OIL M$		NGL M$		GAS M$		TOTAL M$
12-31-2013		0		0		0		0		0		0		0.000		0.000		0.000		0.0		0.0		0.0		0.0
12-31-2014		6,299		0		34,558		5,487		0		0		103.660		0.000		0.000		568.8		0.0		0.0		568.8
12-31-2015		12,029		0		62,009		10,487		0		0		103.660		0.000		0.000		1,087.2		0.0		0.0		1,087.2
12-31-2016		9,167		0		43,958		7,939		0		0		103.660		0.000		0.000		823.0		0.0		0.0		823.0
12-31-2017		7,792		0		34,335		6,708		0		0		103.660		0.000		0.000		695.3		0.0		0.0		695.3
12-31-2018		6,963		0		28,122		5,966		0		0		103.660		0.000		0.000		618.3		0.0		0.0		618.3
12-31-2019		6,399		0		23,724		5,457		0		0		103.660		0.000		0.000		565.7		0.0		0.0		565.7
12-31-2020		5,978		0		20,441		5,081		0		0		103.660		0.000		0.000		526.6		0.0		0.0		526.6
12-31-2021		5,648		0		17,912		4,785		0		0		103.660		0.000		0.000		496.0		0.0		0.0		496.0
12-31-2022		5,377		0		15,920		4,545		0		0		103.660		0.000		0.000		471.0		0.0		0.0		471.0
12-31-2023		5,147		0		14,324		4,340		0		0		103.660		0.000		0.000		449.9		0.0		0.0		449.9
12-31-2024		4,945		0		13,028		4,164		0		0		103.660		0.000		0.000		431.5		0.0		0.0		431.5
12-31-2025		4,849		0		10,569		4,057		0		0		103.660		0.000		0.000		420.4		0.0		0.0		420.4
12-31-2026		4,617		0		9,305		3,859		0		0		103.660		0.000		0.000		400.0		0.0		0.0		400.0
12-31-2027		4,469		0		8,925		3,735		0		0		103.660		0.000		0.000		387.2		0.0		0.0		387.2
SUBTOTAL		89,679		0		337,130		76,610		0		0		103.660		0.000		0.000		7,940.9		0.0		0.0		7,940.9
REMAINING		101,190		0		198,254		84,821		0		0		103.660		0.000		0.000		8,792.6		0.0		0.0		8,792.6
TOTAL		190,869		0		535,384		161,431		0		0		103.660		0.000		0.000		16,733.5		0.0		0.0		16,733.5
CUM PROD		0				0
ULTIMATE		190,869				535,384

					NET DEDUCTIONS/EXPENDITURES										FUTURE NET REVENUE
PERIOD	NUMBER OF				TAXES				CAPITAL		ABDNMNT		OPERATING		UNDISCOUNTED				DISC AT 10.000%		PRESENT WORTH PROFILE
ENDING	ACTIVE COMPLETIONS				PRODUCTION		AD VALOREM		COST		COST		EXPENSE		PERIOD		CUM		CUM		DISC RATE		CUM PW
M-D-Y	GROSS		NET		M$		M$		M$		M$		M$		M$		M$		M$		%		M$
12-31-2013		1		1.00		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		8.000		4,009.2
12-31-2014		1		1.00		1.3		10.5		863.0		0.0		117.7		-423.7		-423.7		-393.3		12.000		2,934.9
12-31-2015		1		1.00		2.3		19.9		0.0		0.0		216.4		848.6		424.9		333.1		15.000		2,426.4
12-31-2016		1		1.00		1.7		15.2		0.0		0.0		170.8		635.3		1,060.2		826.9		20.000		1,860.6
12-31-2017		1		1.00		1.4		12.8		0.0		0.0		148.7		532.4		1,592.6		1,202.9		25.000		1,489.0
12-31-2018		1		1.00		1.2		11.3		0.0		0.0		135.3		470.5		2,063.1		1,504.9		30.000		1,224.8
12-31-2019		1		1.00		1.1		10.3		0.0		0.0		125.8		428.5		2,491.6		1,754.8		35.000		1,028.2
12-31-2020		1		1.00		1.1		9.7		0.0		0.0		119.0		396.8		2,888.4		1,965.4		40.000		876.0
12-31-2021		1		1.00		0.9		9.2		0.0		0.0		113.3		372.6		3,261.0		2,145.1		45.000		754.5
12-31-2022		1		1.00		0.8		8.7		0.0		0.0		108.7		352.8		3,613.8		2,299.6		50.000		655.9
12-31-2023		1		1.00		0.7		8.3		0.0		0.0		105.0		335.9		3,949.7		2,433.4
12-31-2024		1		1.00		0.7		7.9		0.0		0.0		101.4		321.5		4,271.2		2,549.7
12-31-2025		2		1.95		0.7		7.6		0.0		0.0		104.0		308.1		4,579.3		2,651.1
12-31-2026		1		0.95		0.7		7.5		0.0		0.0		95.1		296.7		4,876.0		2,739.9
12-31-2027		1		0.95		0.6		7.1		0.0		0.0		92.6		286.9		5,162.9		2,818.0
SUBTOTAL						15.2		146.0		863.0		0.0		1,753.8		5,162.9		5,162.9		2,818.0
REMAINING						14.4		161.5		0.0		0.0		2,405.3		6,211.4		11,374.3		3,395.8
TOTAL OF 50.0 YRS						29.6		307.5		863.0		0.0		4,159.1		11,374.3		11,374.3		3,395.8

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 97

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE MONTEREY RESERVOIR
	PROVED DEVELOPED NON-PRODUCING RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/COND				NGL				GAS				GROSS OPERATING
LEASE		COMPLTNS				OIL/COND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
NUMBER	LEASE NAME	OIL		GAS		BBL		MCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
CALIFORNIA
ORCUTT FIELD, SANTA BARBARA COUNTY
200001	16-GTL IPNP		1		0		65,704		24,362		95.455		95.455		77.356		77.356		103.660		103.660		0.000		0.000		0.000		0.000		4.4		2.2		50.0
200002	49 IPNP		0		0		82,743		227,885		100.000		100.000		88.367		88.367		103.660		103.660		0.000		0.000		0.000		0.000		7.5		4.5		50.0
200004	73 RTP		1		0		9,832		113,466		100.000		100.000		88.367		88.367		0.000		103.660		0.000		0.000		0.000		0.000		0.0		1.5		11.5
200007	90-31 RD IPNP 1		1		0		12,362		64,361		100.000		100.000		88.367		88.367		103.660		103.660		0.000		0.000		0.000		0.000		5.5		1.3		38.6
200008	90-31 RD IPNP 2		1		0		20,228		105,310		100.000		100.000		88.367		88.367		103.660		103.660		0.000		0.000		0.000		0.000		5.5		1.3		44.7
FIELD TOTAL			4		0		190,869		535,384
TOTAL CALIFORNIA			4		0		190,869		535,384
TOTAL ALL LEASES			4		0		190,869		535,384

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 98

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE MONTEREY RESERVOIR
	PROVED DEVELOPED NON-PRODUCING RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL		NET CAP		ABDNMNT		OPERATING		NET		CUM P.W.
LEASE NUMBER	LEASE NAME	OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL M$		NGL M$		GAS M$		TAXES M$		COST M$		COST M$		EXPENSE M$		REVENUE M$		10.000% M$
CALIFORNIA
ORCUTT FIELD, SANTA BARBARA COUNTY
200001	16-GTL IPNP		65,704		0		24,362		50,826		0		0		5,268.4		0.0		0.0		104.3		148.0		0.0		1,688.4		3,327.7		788.2
200002	49 IPNP		82,743		0		227,885		73,118		0		0		7,579.3		0.0		0.0		153.0		40.0		0.0		1,506.9		5,879.4		1,498.3
200004	73 RTP		9,832		0		113,466		8,688		0		0		900.5		0.0		0.0		19.0		150.0		0.0		340.8		390.7		258.5
200007	90-31 RD IPNP 1		12,362		0		64,361		10,924		0		0		1,132.4		0.0		0.0		23.0		75.0		0.0		229.2		805.2		508.3
200008	90-31 RD IPNP 2		20,228		0		105,310		17,875		0		0		1,852.9		0.0		0.0		37.8		450.0		0.0		393.8		971.3		342.5
FIELD TOTAL			190,869		0		535,384		161,431		0		0		16,733.5		0.0		0.0		337.1		863.0		0.0		4,159.1		11,374.3		3,395.8
TOTAL CALIFORNIA			190,869		0		535,384		161,431		0		0		16,733.5		0.0		0.0		337.1		863.0		0.0		4,159.1		11,374.3		3,395.8
TOTAL ALL LEASES			190,869		0		535,384		161,431		0		0		16,733.5		0.0		0.0		337.1		863.0		0.0		4,159.1		11,374.3		3,395.8

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 99

PROVED UNDEVELOPED RESERVES

	SUMMARY PROJECTION OF RESERVES AND REVENUE
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE MONTEREY RESERVOIR
	PROVED UNDEVELOPED RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

PERIOD ENDING M-D-Y	GROSS RESERVES						NET RESERVES						AVERAGE PRICES						GROSS REVENUE
	OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL $/BBL		NGL $/BBL		GAS $/MCF		OIL M$		NGL M$		GAS M$		TOTAL M$
12-31-2013		0		0		0		0		0		0		0.000		0.000		0.000		0.0		0.0		0.0		0.0
12-31-2014		14,849		0		59,395		13,121		0		0		103.660		0.000		0.000		1,360.1		0.0		0.0		1,360.1
12-31-2015		65,629		0		262,516		57,995		0		0		103.660		0.000		0.000		6,011.6		0.0		0.0		6,011.6
12-31-2016		50,305		0		201,222		44,454		0		0		103.660		0.000		0.000		4,607.9		0.0		0.0		4,607.9
12-31-2017		38,177		0		152,704		33,736		0		0		103.660		0.000		0.000		3,497.1		0.0		0.0		3,497.1
12-31-2018		29,966		0		119,865		26,480		0		0		103.660		0.000		0.000		2,745.1		0.0		0.0		2,745.1
12-31-2019		24,150		0		96,600		21,340		0		0		103.660		0.000		0.000		2,212.2		0.0		0.0		2,212.2
12-31-2020		19,879		0		79,514		17,567		0		0		103.660		0.000		0.000		1,820.8		0.0		0.0		1,820.8
12-31-2021		16,648		0		66,593		14,713		0		0		103.660		0.000		0.000		1,524.9		0.0		0.0		1,524.9
12-31-2022		14,147		0		56,589		12,502		0		0		103.660		0.000		0.000		1,296.0		0.0		0.0		1,296.0
12-31-2023		12,170		0		48,681		10,755		0		0		103.660		0.000		0.000		1,114.8		0.0		0.0		1,114.8
12-31-2024		10,582		0		42,325		9,351		0		0		103.660		0.000		0.000		969.3		0.0		0.0		969.3
12-31-2025		9,285		0		37,136		8,203		0		0		103.660		0.000		0.000		850.4		0.0		0.0		850.4
12-31-2026		8,211		0		32,849		7,256		0		0		103.660		0.000		0.000		752.2		0.0		0.0		752.2
12-31-2027		7,316		0		29,261		6,465		0		0		103.660		0.000		0.000		670.1		0.0		0.0		670.1
SUBTOTAL		321,314		0		1,285,250		283,938		0		0		103.660		0.000		0.000		29,432.5		0.0		0.0		29,432.5
REMAINING		66,022		0		264,088		58,338		0		0		103.660		0.000		0.000		6,047.6		0.0		0.0		6,047.6
TOTAL		387,336		0		1,549,338		342,276		0		0		103.660		0.000		0.000		35,480.1		0.0		0.0		35,480.1
CUM PROD		0				0
ULTIMATE		387,336				1,549,338

					NET DEDUCTIONS/EXPENDITURES										FUTURE NET REVENUE
PERIOD ENDING M-D-Y	NUMBER OF ACTIVE COMPLETIONS				TAXES				CAPITAL COST M$		ABDNMNT COST M$		OPERATING EXPENSE M$		UNDISCOUNTED				DISC AT 10.000%		PRESENT WORTH PROFILE
					PRODUCTION M$		AD VALOREM M$								PERIOD M$		CUM M$		CUM M$		DISC RATE %		CUM PW M$
	GROSS		NET
12-31-2013		0		0.00		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		8.000		4,024.2
12-31-2014		2		2.00		2.6		25.0		4,150.0		0.0		247.1		-3,064.6		-3,064.6		-2,906.1		12.000		2,133.7
12-31-2015		6		6.00		11.4		110.4		9,445.0		0.0		1,099.8		-4,655.0		-7,719.6		-7,179.2		15.000		1,085.3
12-31-2016		6		6.00		8.7		84.7		0.0		0.0		863.2		3,651.3		-4,068.3		-4,339.4		20.000		-199.6
12-31-2017		6		6.00		6.6		64.3		0.0		0.0		673.5		2,752.7		-1,315.6		-2,393.6		25.000		-1,098.2
12-31-2018		6		6.00		5.3		50.4		0.0		0.0		545.0		2,144.4		828.8		-1,016.1		30.000		-1,745.0
12-31-2019		6		6.00		4.1		40.7		0.0		0.0		504.7		1,662.7		2,491.5		-45.1		35.000		-2,219.5
12-31-2020		6		6.00		3.5		33.4		0.0		0.0		468.4		1,315.5		3,807.0		653.3		40.000		-2,572.3
12-31-2021		6		6.00		2.8		28.0		0.0		0.0		409.7		1,084.4		4,891.4		1,176.6		45.000		-2,837.0
12-31-2022		6		6.00		2.4		23.9		0.0		0.0		363.9		905.8		5,797.2		1,574.0		50.000		-3,035.5
12-31-2023		6		6.00		2.2		20.5		0.0		0.0		327.2		764.9		6,562.1		1,879.1
12-31-2024		6		6.00		1.8		17.8		0.0		0.0		297.0		652.7		7,214.8		2,115.7
12-31-2025		6		6.00		1.8		15.7		0.0		0.0		272.1		560.8		7,775.6		2,300.6
12-31-2026		6		6.00		1.8		13.8		0.0		0.0		251.5		485.1		8,260.7		2,446.0
12-31-2027		6		6.00		1.6		12.3		0.0		0.0		234.1		422.1		8,682.8		2,560.9
SUBTOTAL						56.6		540.9		13,595.0		0.0		6,557.2		8,682.8		8,682.8		2,560.9
REMAINING						11.6		111.1		0.0		600.0		3,141.3		2,183.6		10,866.4		2,994.9
TOTAL OF 37.6 YRS						68.2		652.0		13,595.0		600.0		9,698.5		10,866.4		10,866.4		2,994.9

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 100

	BASIC DATA
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE MONTEREY RESERVOIR
	PROVED UNDEVELOPED RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/COND				NGL				GAS				GROSS OPERATING
LEASE		COMPLTNS				OIL/COND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
NUMBER	LEASE NAME	OIL		GAS		BBL		MCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
CALIFORNIA
ORCUTT FIELD, SANTA BARBARA COUNTY
400118	3 HZ		1		0		64,556		258,223		100.000		100.000		88.367		88.367		0.000		103.660		0.000		0.000		0.000		0.000		0.0		1.3		36.6
400113	7-31 HZ		1		0		64,556		258,223		100.000		100.000		88.367		88.367		0.000		103.660		0.000		0.000		0.000		0.000		0.0		1.3		35.6
400114	12-31 HZ		1		0		64,556		258,223		100.000		100.000		88.367		88.367		0.000		103.660		0.000		0.000		0.000		0.000		0.0		1.3		36.1
400117	51 HZ		1		0		64,556		258,223		100.000		100.000		88.367		88.367		0.000		103.660		0.000		0.000		0.000		0.000		0.0		1.3		36.5
400115	54-31 HZ		1		0		64,556		258,223		100.000		100.000		88.367		88.367		0.000		103.660		0.000		0.000		0.000		0.000		0.0		1.3		36.4
400116	B1 HZ		1		0		64,556		258,223		100.000		100.000		88.367		88.367		0.000		103.660		0.000		0.000		0.000		0.000		0.0		1.3		36.4
410002	FIXED EXP MONT PUD		0		0		0		0		99.150		99.150		90.790		90.790		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.1		36.6
410004	ABAN MONT PUD		0		0		0		0		100.000		100.000		100.000		100.000		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		37.6
FIELD TOTAL			6		0		387,336		1,549,338
TOTAL CALIFORNIA			6		0		387,336		1,549,338
TOTAL ALL LEASES			6		0		387,336		1,549,338

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 101

	RESERVES AND ECONOMICS
	AS OF OCTOBER 31, 2013	SUMMARY - CERTAIN PROPERTIES
SANTA MARIA ENERGY, LLC INTEREST		LOCATED IN THE MONTEREY RESERVOIR
	PROVED UNDEVELOPED RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE						TOTAL		NET CAP		ABDNMNT		OPERATING		NET		CUM P.W.
LEASE NUMBER	LEASE NAME	OIL BBL		NGL BBL		GAS MCF		OIL BBL		NGL BBL		GAS MCF		OIL M$		NGL M$		GAS M$		TAXES M$		COST M$		COST M$		EXPENSE M$		REVENUE M$		10.000% M$
CALIFORNIA
ORCUTT FIELD, SANTA BARBARA COUNTY
400118	3 HZ		64,556		0		258,223		57,046		0		0		5,913.4		0.0		0.0		120.0		2,640.0		0.0		1,457.0		1,696.4		200.2
400113	7-31 HZ		64,556		0		258,223		57,046		0		0		5,913.4		0.0		0.0		120.0		2,075.0		0.0		1,457.0		2,261.4		765.6
400114	12-31 HZ		64,556		0		258,223		57,046		0		0		5,913.4		0.0		0.0		119.8		2,075.0		0.0		1,457.0		2,261.6		730.0
400117	51 HZ		64,556		0		258,223		57,046		0		0		5,913.5		0.0		0.0		120.0		2,365.0		0.0		1,456.9		1,971.6		445.2
400115	54-31 HZ		64,556		0		258,223		57,046		0		0		5,913.2		0.0		0.0		120.2		2,075.0		0.0		1,457.1		2,260.9		707.2
400116	B1 HZ		64,556		0		258,223		57,046		0		0		5,913.2		0.0		0.0		120.2		2,365.0		0.0		1,457.1		1,970.9		448.7
410002	FIXED EXP MONT PUD		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		0.0		956.4		-956.4		-285.2
410004	ABAN MONT PUD		0		0		0		0		0		0		0.0		0.0		0.0		0.0		0.0		600.0		0.0		-600.0		-16.8
FIELD TOTAL			387,336		0		1,549,338		342,276		0		0		35,480.1		0.0		0.0		720.2		13,595.0		600.0		9,698.5		10,866.4		2,994.9
TOTAL CALIFORNIA			387,336		0		1,549,338		342,276		0		0		35,480.1		0.0		0.0		720.2		13,595.0		600.0		9,698.5		10,866.4		2,994.9
TOTAL ALL LEASES			387,336		0		1,549,338		342,276		0		0		35,480.1		0.0		0.0		720.2		13,595.0		600.0		9,698.5		10,866.4		2,994.9

All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON SEC PRICE AND COST PARAMETERS

Page 102

EX-99.4

Exhibit 99.4

March 1, 2013

Mr. Ramon Elias

Santa Maria Energy, LLC

2811 Airpark Drive

Santa Maria, California 93455

Dear Mr. Elias:

In accordance with your request, we have estimated the proved reserves and future revenue, as of December 31, 2012, to the Santa Maria Energy, LLC (SME) interest in certain oil and gas properties located in Orcutt Field, Santa Barbara County, California, as listed in the accompanying tabulations. We completed our evaluation on or about the date of this letter. This report has been prepared using constant price and cost parameters specified by SME, as discussed in subsequent paragraphs of this letter. The estimates in this report have been prepared in accordance with the definitions and guidelines set forth in the 2007 Petroleum Resources Management System (PRMS) approved by the Society of Petroleum Engineers (SPE); definitions are presented immediately following this letter.

As presented in the accompanying summary projections, Tables I through IV, we estimate the net reserves and future net revenue to the SME interest in these properties, as of December 31, 2012, to be:

	Net Reserves				Future Net Revenue (M$)
Category	Oil (MBBL)		Gas (MMCF)		Total		Present Worth at 10%
Proved Developed Producing		1,998.3		163.8		89,206.2		45,852.1
Proved Developed Non-Producing		153.8		0.0		9,910.9		2,942.1
Proved Undeveloped		6,478.1		0.0		350,560.0		123,026.0
Total Proved		8,630.1		163.8		449,677.2		171,820.1

Totals may not add because of rounding.

The oil reserves shown include crude oil and condensate. Oil volumes are expressed in thousands of barrels (MBBL); a barrel is equivalent to 42 United States gallons. Gas volumes are expressed in millions of cubic feet (MMCF) at standard temperature and pressure bases. A substantial portion of produced gas is flared or consumed in field operations.

The estimates shown in this report are for proved reserves. No study was made to determine whether probable or possible reserves might be established for these properties. This report does not include any value that could be attributed to interests in undeveloped acreage beyond those tracts for which undeveloped reserves have been estimated. Reserves categorization conveys the relative degree of certainty; reserves subcategorization is based on development and production status. The estimates of reserves and future revenue included herein have not been adjusted for risk.

As shown in the Table of Contents, for each reservoir this report includes reserves and economics data by reserves category; these data include a summary projection of reserves and revenue along with one-line summaries of basic data, reserves, and economics by lease.

Gross revenue shown in this report is SME’s share of the gross (100 percent) revenue from the properties prior to any deductions. Future net revenue is after deductions for SME’s share of production taxes, ad valorem taxes,

capital costs, abandonment costs, and operating expenses but before consideration of any income taxes. The future net revenue has been discounted at an annual rate of 10 percent to determine its present worth, which is shown to indicate the effect of time on the value of money. Future net revenue presented in this report, whether discounted or undiscounted, should not be construed as being the fair market value of the properties.

As requested, this report has been prepared using oil and gas prices specified by SME. Oil prices are based on the 12-month unweighted arithmetic average of the first-day-of-the-month price for each month in the period January through December 2012. The average West Texas Intermediate posted price of $91.21 per barrel is adjusted by reservoir for quality, transportation fees, and a regional price differential. As requested, gas prices are set by a contract price of $1.78 per MMBTU and are adjusted for energy content. Gas sales are scheduled to end September 30, 2014. All prices are held constant throughout the lives of the properties.

Operating costs used in this report are based on operating expense records of SME, the operator of the properties, and include only direct lease- and field-level costs. As requested, these costs do not include the per-well overhead expenses allowed under joint operating agreements, nor do they include the headquarters general and administrative overhead expenses of SME. As requested, operating costs are held constant throughout the lives of the properties.

Capital costs used in this report were provided by SME and are based on its internal planning budgets. Capital costs are included as required for workovers, new development wells, production equipment, and facilities construction. Based on our understanding of future development plans, a review of the records provided to us, and our knowledge of similar properties, we regard these estimated capital costs to be reasonable. Abandonment costs used in this report are SME’s estimates of the costs to abandon the wells and production facilities, net of any salvage value. Abandonment costs are shown herein as capital costs. As requested, capital costs and abandonment costs are held constant to the date of expenditure.

For the purposes of this report, we did not perform any field inspection of the properties, nor did we examine the mechanical operation or condition of the wells and facilities. We have not investigated possible environmental liability related to the properties; therefore, our estimates do not include any costs due to such possible liability.

We have made no investigation of potential gas volume and value imbalances resulting from overdelivery or underdelivery to the SME interest. Therefore, our estimates of reserves and future revenue do not include adjustments for the settlement of any such imbalances; our projections are based on SME receiving its net revenue interest share of estimated future gross gas production.

The reserves shown in this report are estimates only and should not be construed as exact quantities. Proved reserves are those quantities of oil and gas which, by analysis of engineering and geoscience data, can be estimated with reasonable certainty to be commercially recoverable; probable and possible reserves are those additional reserves which are sequentially less certain to be recovered than proved reserves. Estimates of reserves may increase or decrease as a result of market conditions, future operations, changes in regulations, or actual reservoir performance. In addition to the primary economic assumptions discussed herein, our estimates are based on certain assumptions including, but not limited to, that the properties will be developed consistent with current development plans, that the properties will be operated in a prudent manner, that no governmental regulations or controls will be put in place that would impact the ability of the interest owner to recover the reserves, and that our projections of future production will prove consistent with actual performance. If the reserves are recovered, the revenues therefrom and the costs related thereto could be more or less than the estimated amounts. Because of governmental policies and uncertainties of supply and demand, the sales rates, prices received for the reserves, and costs incurred in recovering such reserves may vary from assumptions made while preparing this report.

For the purposes of this report, we used technical and economic data including, but not limited to, well logs, geologic maps, well test data, production data, historical price and cost information, and property ownership interests. The reserves in this report have been estimated using deterministic methods; these estimates have

been prepared in accordance with generally accepted petroleum engineering and evaluation principles set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the SPE (SPE Standards). We used standard engineering and geoscience methods, or a combination of methods, including performance analysis, volumetric analysis, and analogy, that we considered to be appropriate and necessary to classify, categorize, and estimate reserves in accordance with the 2007 PRMS definitions and guidelines. A substantial portion of these reserves are for undeveloped locations; such reserves are based on estimates of reservoir volumes and recovery efficiencies along with analogy to properties with similar geologic and reservoir characteristics. As in all aspects of oil and gas evaluation, there are uncertainties inherent in the interpretation of engineering and geoscience data; therefore, our conclusions necessarily represent only informed professional judgment.

The data used in our estimates were obtained from SME, public data sources, and the nonconfidential files of Netherland, Sewell & Associates, Inc. (NSAI) and were accepted as accurate. Supporting work data are on file in our office. The titles to the properties have not been examined by NSAI, nor has the actual degree or type of interest owned been independently confirmed. The technical persons responsible for preparing the estimates presented herein meet the requirements regarding qualifications, independence, objectivity, and confidentiality set forth in the SPE Standards. We are independent petroleum engineers, geologists, geophysicists, and petrophysicists; we do not own an interest in these properties nor are we employed on a contingent basis.

		Sincerely,
		NETHERLAND, SEWELL & ASSOCIATES, INC.
		Texas Registered Engineering Firm F-2699
		By:	/s/ C.H. (Scott) Rees III
			C.H. (Scott) Rees III, P.E.
			Chairman and Chief Executive Officer
By:	/s/ C. Ashley Smith	By:	/s/ Shane M. Howell
	C. Ashley Smith, P.E. 100560		Shane M. Howell, P.G. 11276
	Vice President		Vice President
Date Signed: March 1, 2013		Date Signed: March 1, 2013

CAS:AST

Please be advised that the digital document you are viewing is provided by Netherland, Sewell & Associates, Inc. (NSAI) as a convenience to our clients. The digital document is intended to be substantively the same as the original signed document maintained by NSAI. The digital document is subject to the parameters, limitations, and conditions stated in the original document. In the event of any differences between the digital document and the original document, the original document shall control and supersede the digital document.

PETROLEUM RESERVES AND RESOURCES CLASSIFICATION AND DEFINITIONS

Excerpted from the Petroleum Resources Management System Approved by

the Society of Petroleum Engineers (SPE) Board of Directors, March 2007

This document contains information excerpted from definitions and guidelines prepared by the Oil and Gas Reserves Committee of the Society of Petroleum Engineers (SPE) and reviewed and jointly sponsored by the World Petroleum Council (WPC), the American Association of Petroleum Geologists (AAPG), and the Society of Petroleum Evaluation Engineers (SPEE).

Preamble

Petroleum resources are the estimated quantities of hydrocarbons naturally occurring on or within the Earth’s crust. Resource assessments estimate total quantities in known and yet-to-be-discovered accumulations; resources evaluations are focused on those quantities that can potentially be recovered and marketed by commercial projects. A petroleum resources management system provides a consistent approach to estimating petroleum quantities, evaluating development projects, and presenting results within a comprehensive classification framework.

These definitions and guidelines are designed to provide a common reference for the international petroleum industry, including national reporting and regulatory disclosure agencies, and to support petroleum project and portfolio management requirements. They are intended to improve clarity in global communications regarding petroleum resources. It is expected that this document will be supplemented with industry education programs and application guides addressing their implementation in a wide spectrum of technical and/or commercial settings.

It is understood that these definitions and guidelines allow flexibility for users and agencies to tailor application for their particular needs; however, any modifications to the guidance contained herein should be clearly identified. The definitions and guidelines contained in this document must not be construed as modifying the interpretation or application of any existing regulatory reporting requirements.

1.0 Basic Principles and Definitions

The estimation of petroleum resource quantities involves the interpretation of volumes and values that have an inherent degree of uncertainty. These quantities are associated with development projects at various stages of design and implementation. Use of a consistent classification system enhances comparisons between projects, groups of projects, and total company portfolios according to forecast production profiles and recoveries. Such a system must consider both technical and commercial factors that impact the project’s economic feasibility, its productive life, and its related cash flows.

1.1 Petroleum Resources Classification Framework

Petroleum is defined as a naturally occurring mixture consisting of hydrocarbons in the gaseous, liquid, or solid phase. Petroleum may also contain non-hydrocarbons, common examples of which are carbon dioxide, nitrogen, hydrogen sulfide and sulfur. In rare cases, non-hydrocarbon content could be greater than 50%.   The term “resources” as used herein is intended to encompass all quantities of petroleum naturally occurring on or within the Earth’s crust, discovered and undiscovered (recoverable and unrecoverable), plus those quantities already produced. Further, it includes all types of petroleum whether currently considered “conventional” or “unconventional.”   Figure 1-1 is a graphical representation of the SPE/WPC/ AAPG/SPEE resources classification system. The system defines the major recoverable resources classes: Production, Reserves, Contingent Resources, and Prospective Resources, as well as Unrecoverable petroleum.

Definitions - Page 1 of 10

PETROLEUM RESERVES AND RESOURCES CLASSIFICATION AND DEFINITIONS

Excerpted from the Petroleum Resources Management System Approved by

the Society of Petroleum Engineers (SPE) Board of Directors, March 2007

The “Range of Uncertainty” reflects a range of estimated quantities potentially recoverable from an accumulation by a project, while the vertical axis represents the “Chance of Commerciality”, that is, the chance that the project that will be developed and reach commercial producing status. The following definitions apply to the major subdivisions within the resources classification:

TOTAL PETROLEUM INITIALLY-IN-PLACE is that quantity of petroleum that is estimated to exist originally in naturally occurring accumulations. It includes that quantity of petroleum that is estimated, as of a given date, to be contained in known accumulations prior to production plus those estimated quantities in accumulations yet to be discovered (equivalent to “total resources”).

DISCOVERED PETROLEUM INITIALLY-IN-PLACE is that quantity of petroleum that is estimated, as of a given date, to be contained in known accumulations prior to production.

PRODUCTION is the cumulative quantity of petroleum that has been recovered at a given date. While all recoverable resources are estimated and production is measured in terms of the sales product specifications, raw production (sales plus non-sales) quantities are also measured and required to support engineering analyses based on reservoir voidage (see Production Measurement, section 3.2).

Multiple development projects may be applied to each known accumulation, and each project will recover an estimated portion of the initially-in-place quantities. The projects shall be subdivided into Commercial and Sub-Commercial, with the estimated recoverable quantities being classified as Reserves and Contingent Resources respectively, as defined below.

RESERVES are those quantities of petroleum anticipated to be commercially recoverable by application of development projects to known accumulations from a given date forward under defined conditions. Reserves must further satisfy four criteria: they must be discovered, recoverable, commercial, and remaining (as of the evaluation date) based on the development project(s) applied. Reserves are further categorized in accordance with the level of certainty associated with the estimates and may be sub-classified based on project maturity and/or characterized by development and production status.

CONTINGENT RESOURCES are those quantities of petroleum estimated, as of a given date, to be potentially recoverable from known accumulations, but the applied project(s) are not yet considered mature enough for commercial development due to one or more contingencies. Contingent Resources may include, for example, projects for which there are currently no viable markets, or where commercial recovery is dependent on technology under development, or where evaluation of the accumulation is insufficient to clearly assess commerciality. Contingent Resources are further categorized in accordance with the level of certainty associated with the estimates and may be subclassified based on project maturity and/or characterized by their economic status.

UNDISCOVERED PETROLEUM INITIALLY-IN-PLACE is that quantity of petroleum estimated, as of a given date, to be contained within accumulations yet to be discovered.

PROSPECTIVE RESOURCES are those quantities of petroleum estimated, as of a given date, to be potentially recoverable from undiscovered accumulations by application of future development projects. Prospective Resources have both an associated chance of discovery and a chance of development. Prospective Resources are further subdivided in accordance with the level of certainty associated with recoverable estimates assuming their discovery and development and may be sub-classified based on project maturity.

UNRECOVERABLE is that portion of Discovered or Undiscovered Petroleum Initially-in-Place quantities which is estimated, as of a given date, not to be recoverable by future development projects. A portion of these quantities may become recoverable in the future as commercial circumstances change or technological developments occur; the remaining portion may never be recovered due to physical/chemical constraints represented by subsurface interaction of fluids and reservoir rocks.

Estimated Ultimate Recovery (EUR) is not a resources category, but a term that may be applied to any accumulation or group of accumulations (discovered or undiscovered) to define those quantities of petroleum estimated, as of a given date, to be potentially recoverable under defined technical and commercial conditions plus those quantities already produced (total of recoverable resources).

Definitions - Page 2 of 10

PETROLEUM RESERVES AND RESOURCES CLASSIFICATION AND DEFINITIONS

Excerpted from the Petroleum Resources Management System Approved by

the Society of Petroleum Engineers (SPE) Board of Directors, March 2007

1.2 Project-Based Resources Evaluations

The resources evaluation process consists of identifying a recovery project, or projects, associated with a petroleum accumulation(s), estimating the quantities of Petroleum Initially-in-Place, estimating that portion of those in-place quantities that can be recovered by each project, and classifying the project(s) based on its maturity status or chance of commerciality.

This concept of a project-based classification system is further clarified by examining the primary data sources contributing to an evaluation of net recoverable resources (see Figure 1-2) that may be described as follows:

• The Reservoir (accumulation): Key attributes include the types and quantities of Petroleum Initially-in-Place and the fluid and rock properties that affect petroleum recovery.

• The Project: Each project applied to a specific reservoir development generates a unique production and cash flow schedule. The time integration of these schedules taken to the project’s technical, economic, or contractual limit defines the estimated recoverable resources and associated future net cash flow projections for each project. The ratio of EUR to Total Initially-in-Place quantities defines the ultimate recovery efficiency for the development project(s). A project may be defined at various levels and stages of maturity; it may include one or many wells and associated production and processing facilities. One project may develop many reservoirs, or many projects may be applied to one reservoir.

• The Property (lease or license area): Each property may have unique associated contractual rights and obligations including the fiscal terms. Such information allows definition of each participant’s share of produced quantities (entitlement) and share of investments, expenses, and revenues for each recovery project and the reservoir to which it is applied. One property may encompass many reservoirs, or one reservoir may span several different properties. A property may contain both discovered and undiscovered accumulations.

In context of this data relationship, “project” is the primary element considered in this resources classification, and net recoverable resources are the incremental quantities derived from each project. Project represents the link between the petroleum accumulation and the decision-making process. A project may, for example, constitute the development of a single reservoir or field, or an incremental development for a producing field, or the integrated development of several fields and associated facilities with a common ownership. In general, an individual project will represent the level at which a decision is made whether or not to proceed (i.e., spend more money) and there should be an associated range of estimated recoverable quantities for that project.

An accumulation or potential accumulation of petroleum may be subject to several separate and distinct projects that are at different stages of exploration or development. Thus, an accumulation may have recoverable quantities in several resource classes simultaneously.

In order to assign recoverable resources of any class, a development plan needs to be defined consisting of one or more projects. Even for Prospective Resources, the estimates of recoverable quantities must be stated in terms of the sales products derived from a development program assuming successful discovery and commercial development. Given the major uncertainties involved at this early stage, the development program will not be of the detail expected in later stages of maturity. In most cases, recovery efficiency may be largely based on analogous projects. In-place quantities for which a feasible project cannot be defined using current, or reasonably forecast improvements in, technology are classified as Unrecoverable.

Not all technically feasible development plans will be commercial. The commercial viability of a development project is dependent on a forecast of the conditions that will exist during the time period encompassed by the project’s activities (see

Definitions - Page 3 of 10

PETROLEUM RESERVES AND RESOURCES CLASSIFICATION AND DEFINITIONS

Excerpted from the Petroleum Resources Management System Approved by

the Society of Petroleum Engineers (SPE) Board of Directors, March 2007

Commercial Evaluations, section 3.1). “Conditions” include technological, economic, legal, environmental, social, and governmental factors. While economic factors can be summarized as forecast costs and product prices, the underlying influences include, but are not limited to, market conditions, transportation and processing infrastructure, fiscal terms, and taxes.

The resource quantities being estimated are those volumes producible from a project as measured according to delivery specifications at the point of sale or custody transfer (see Reference Point, section 3.2.1). The cumulative production from the evaluation date forward to cessation of production is the remaining recoverable quantity. The sum of the associated annual net cash flows yields the estimated future net revenue. When the cash flows are discounted according to a defined discount rate and time period, the summation of the discounted cash flows is termed net present value (NPV) of the project (see Evaluation and Reporting Guidelines, section 3.0).

The supporting data, analytical processes, and assumptions used in an evaluation should be documented in sufficient detail to allow an independent evaluator or auditor to clearly understand the basis for estimation and categorization of recoverable quantities and their classification.

2.0 Classification and Categorization Guidelines

2.1 Resources Classification

The basic classification requires establishment of criteria for a petroleum discovery and thereafter the distinction between commercial and sub-commercial projects in known accumulations (and hence between Reserves and Contingent Resources).

2.1.1 Determination of Discovery Status

A discovery is one petroleum accumulation, or several petroleum accumulations collectively, for which one or several exploratory wells have established through testing, sampling, and/or logging the existence of a significant quantity of potentially moveable hydrocarbons.

In this context, “significant” implies that there is evidence of a sufficient quantity of petroleum to justify estimating the in-place volume demonstrated by the well(s) and for evaluating the potential for economic recovery. Estimated recoverable quantities within such a discovered (known) accumulation(s) shall initially be classified as Contingent Resources pending definition of projects with sufficient chance of commercial development to reclassify all, or a portion, as Reserves. Where in-place hydrocarbons are identified but are not considered currently recoverable, such quantities may be classified as Discovered Unrecoverable, if considered appropriate for resource management purposes; a portion of these quantities may become recoverable resources in the future as commercial circumstances change or technological developments occur.

2.1.2 Determination of Commerciality

Discovered recoverable volumes (Contingent Resources) may be considered commercially producible, and thus Reserves, if the entity claiming commerciality has demonstrated firm intention to proceed with development and such intention is based upon all of the following criteria:

• Evidence to support a reasonable timetable for development.

• A reasonable assessment of the future economics of such development projects meeting defined investment and operating criteria.

• A reasonable expectation that there will be a market for all or at least the expected sales quantities of production required to justify development.

• Evidence that the necessary production and transportation facilities are available or can be made available.

• Evidence that legal, contractual, environmental and other social and economic concerns will allow for the actual implementation of the recovery project being evaluated.

To be included in the Reserves class, a project must be sufficiently defined to establish its commercial viability. There must be a reasonable expectation that all required internal and external approvals will be forthcoming, and there is evidence of firm intention to proceed with development within a reasonable time frame. A reasonable time frame for the initiation of development depends on the specific circumstances and varies according to the scope of the project. While 5 years is recommended as a benchmark, a longer time frame could be applied where, for example, development of economic projects are deferred at the option of the producer for, among other things, market-related reasons, or to meet contractual or strategic objectives. In all cases, the justification for classification as Reserves should be clearly documented.

Definitions - Page 4 of 10

PETROLEUM RESERVES AND RESOURCES CLASSIFICATION AND DEFINITIONS

Excerpted from the Petroleum Resources Management System Approved by

the Society of Petroleum Engineers (SPE) Board of Directors, March 2007

To be included in the Reserves class, there must be a high confidence in the commercial producibility of the reservoir as supported by actual production or formation tests. In certain cases, Reserves may be assigned on the basis of well logs and/or core analysis that indicate that the subject reservoir is hydrocarbon-bearing and is analogous to reservoirs in the same area that are producing or have demonstrated the ability to produce on formation tests.

2.2 Resources Categorization

The horizontal axis in the Resources Classification (Figure 1.1) defines the range of uncertainty in estimates of the quantities of recoverable, or potentially recoverable, petroleum associated with a project. These estimates include both technical and commercial uncertainty components as follows:

• The total petroleum remaining within the accumulation (in-place resources).

• That portion of the in-place petroleum that can be recovered by applying a defined development project or projects.

• Variations in the commercial conditions that may impact the quantities recovered and sold (e.g., market availability, contractual changes).

Where commercial uncertainties are such that there is significant risk that the complete project (as initially defined) will not proceed, it is advised to create a separate project classified as Contingent Resources with an appropriate chance of commerciality.

2.2.1 Range of Uncertainty

The range of uncertainty of the recoverable and/or potentially recoverable volumes may be represented by either deterministic scenarios or by a probability distribution (see Deterministic and Probabilistic Methods, section 4.2).

When the range of uncertainty is represented by a probability distribution, a low, best, and high estimate shall be provided such that:

• There should be at least a 90% probability (P90) that the quantities actually recovered will equal or exceed the low estimate.

• There should be at least a 50% probability (P50) that the quantities actually recovered will equal or exceed the best estimate.

• There should be at least a 10% probability (P10) that the quantities actually recovered will equal or exceed the high estimate.

When using the deterministic scenario method, typically there should also be low, best, and high estimates, where such estimates are based on qualitative assessments of relative uncertainty using consistent interpretation guidelines. Under the deterministic incremental (risk-based) approach, quantities at each level of uncertainty are estimated discretely and separately (see Category Definitions and Guidelines, section 2.2.2).

These same approaches to describing uncertainty may be applied to Reserves, Contingent Resources, and Prospective Resources. While there may be significant risk that sub-commercial and undiscovered accumulations will not achieve commercial production, it is useful to consider the range of potentially recoverable quantities independently of such a risk or consideration of the resource class to which the quantities will be assigned.

2.2.2 Category Definitions and Guidelines

Evaluators may assess recoverable quantities and categorize results by uncertainty using the deterministic incremental (risk-based) approach, the deterministic scenario (cumulative) approach, or probabilistic methods (see “2001 Supplemental Guidelines,” Chapter 2.5). In many cases, a combination of approaches is used.

Use of consistent terminology (Figure 1.1) promotes clarity in communication of evaluation results. For Reserves, the general cumulative terms low/best/high estimates are denoted as 1P/2P/3P, respectively. The associated incremental quantities are termed Proved, Probable and Possible. Reserves are a subset of, and must be viewed within context of, the complete resources classification system. While the categorization criteria are proposed specifically for Reserves, in most cases, they can be equally applied to Contingent and Prospective Resources conditional upon their satisfying the criteria for discovery and/or development.

Definitions - Page 5 of 10

PETROLEUM RESERVES AND RESOURCES CLASSIFICATION AND DEFINITIONS

Excerpted from the Petroleum Resources Management System Approved by

the Society of Petroleum Engineers (SPE) Board of Directors, March 2007

For Contingent Resources, the general cumulative terms low/best/high estimates are denoted as 1C/2C/3C respectively. For Prospective Resources, the general cumulative terms low/best/high estimates still apply. No specific terms are defined for incremental quantities within Contingent and Prospective Resources.

Without new technical information, there should be no change in the distribution of technically recoverable volumes and their categorization boundaries when conditions are satisfied sufficiently to reclassify a project from Contingent Resources to Reserves. All evaluations require application of a consistent set of forecast conditions, including assumed future costs and prices, for both classification of projects and categorization of estimated quantities recovered by each project (see Commercial Evaluations, section 3.1).

Based on additional data and updated interpretations that indicate increased certainty, portions of Possible and Probable Reserves may be re-categorized as Probable and Proved Reserves.

Uncertainty in resource estimates is best communicated by reporting a range of potential results. However, if it is required to report a single representative result, the “best estimate” is considered the most realistic assessment of recoverable quantities. It is generally considered to represent the sum of Proved and Probable estimates (2P) when using the deterministic scenario or the probabilistic assessment methods. It should be noted that under the deterministic incremental (risk-based) approach, discrete estimates are made for each category, and they should not be aggregated without due consideration of their associated risk (see “2001 Supplemental Guidelines,” Chapter 2.5).

Table 1: Recoverable Resources Classes and Sub-Classes

Class/Sub-Class	Definition	Guidelines
Reserves	Reserves are those quantities of petroleum anticipated to be commercially recoverable by application of development projects to known accumulations from a given date forward under defined conditions.	Reserves must satisfy four criteria: they must be discovered, recoverable, commercial, and remaining based on the development project(s) applied. Reserves are further subdivided in accordance with the level of certainty associated with the estimates and may be sub-classified based on project maturity and/or characterized by their development and production status. To be included in the Reserves class, a project must be sufficiently defined to establish its commercial viability. There must be a reasonable expectation that all required internal and external approvals will be forthcoming, and there is evidence of firm intention to proceed with development within a reasonable time frame. A reasonable time frame for the initiation of development depends on the specific circumstances and varies according to the scope of the project. While 5 years is recommended as a benchmark, a longer time frame could be applied where, for example, development of economic projects are deferred at the option of the producer for, among other things, market- related reasons, or to meet contractual or strategic objectives. In all cases, the justification for classification as Reserves should be clearly documented. To be included in the Reserves class, there must be a high confidence in the commercial producibility of the reservoir as supported by actual production or formation tests. In certain cases, Reserves may be assigned on the basis of well logs and/or core analysis that indicate that the subject reservoir is hydrocarbon-bearing and is analogous to reservoirs in the same area that are producing or have demonstrated the ability to produce on formation tests.
On Production	The development project is currently producing and selling petroleum to market.	The key criterion is that the project is receiving income from sales, rather than the approved development project necessarily being complete. This is the point at which the project “chance of commerciality” can be said to be 100%. The project “decision gate” is the decision to initiate commercial production from the project.

Definitions - Page 6 of 10

PETROLEUM RESERVES AND RESOURCES CLASSIFICATION AND DEFINITIONS

Excerpted from the Petroleum Resources Management System Approved by

the Society of Petroleum Engineers (SPE) Board of Directors, March 2007

Class/Sub-Class	Definition	Guidelines
Approved for Development	All necessary approvals have been obtained, capital funds have been committed, and implementation of the development project is under way.	At this point, it must be certain that the development project is going ahead. The project must not be subject to any contingencies such as outstanding regulatory approvals or sales contracts. Forecast capital expenditures should be included in the reporting entity’s current or following year’s approved budget. The project “decision gate” is the decision to start investing capital in the construction of production facilities and/or drilling development wells.
Justified for Development	Implementation of the development project is justified on the basis of reasonable forecast commercial conditions at the time of reporting, and there are reasonable expectations that all necessary approvals/contracts will be obtained.	In order to move to this level of project maturity, and hence have reserves associated with it, the development project must be commercially viable at the time of reporting, based on the reporting entity’s assumptions of future prices, costs, etc. (“forecast case”) and the specific circumstances of the project. Evidence of a firm intention to proceed with development within a reasonable time frame will be sufficient to demonstrate commerciality. There should be a development plan in sufficient detail to support the assessment of commerciality and a reasonable expectation that any regulatory approvals or sales contracts required prior to project implementation will be forthcoming. Other than such approvals/contracts, there should be no known contingencies that could preclude the development from proceeding within a reasonable timeframe (see Reserves class). The project “decision gate” is the decision by the reporting entity and its partners, if any, that the project has reached a level of technical and commercial maturity sufficient to justify proceeding with development at that point in time.
Contingent Resources	Those quantities of petroleum estimated, as of a given date, to be potentially recoverable from known accumulations by application of development projects, but which are not currently considered to be commercially recoverable due to one or more contingencies.	Contingent Resources may include, for example, projects for which there are currently no viable markets, or where commercial recovery is dependent on technology under development, or where evaluation of the accumulation is insufficient to clearly assess commerciality. Contingent Resources are further categorized in accordance with the level of certainty associated with the estimates and may be sub-classified based on project maturity and/or characterized by their economic status.
Development Pending	A discovered accumulation where project activities are ongoing to justify commercial development in the foreseeable future.	The project is seen to have reasonable potential for eventual commercial development, to the extent that further data acquisition (e.g. drilling, seismic data) and/or evaluations are currently ongoing with a view to confirming that the project is commercially viable and providing the basis for selection of an appropriate development plan. The critical contingencies have been identified and are reasonably expected to be resolved within a reasonable time frame. Note that disappointing appraisal/evaluation results could lead to a re-classification of the project to “On Hold” or “Not Viable” status. The project “decision gate” is the decision to undertake further data acquisition and/or studies designed to move the project to a level of technical and commercial maturity at which a decision can be made to proceed with development and production.
Development Unclarified or on Hold	A discovered accumulation where project activities are on hold and/or where justification as a commercial development may be subject to significant delay.	The project is seen to have potential for eventual commercial development, but further appraisal/evaluation activities are on hold pending the removal of significant contingencies external to the project, or substantial further appraisal/evaluation activities are required to clarify the potential for eventual commercial development. Development may be subject to a significant time delay. Note that a change in circumstances, such that there is no longer a reasonable expectation that a critical contingency can be removed in the foreseeable future, for example, could lead to a reclassification of the project to “Not Viable” status. The project “decision gate” is the decision to either proceed with additional evaluation designed to clarify the potential for eventual commercial development or to temporarily suspend or delay further activities pending resolution of external contingencies.

Definitions - Page 7 of 10

PETROLEUM RESERVES AND RESOURCES CLASSIFICATION AND DEFINITIONS

Excerpted from the Petroleum Resources Management System Approved by

the Society of Petroleum Engineers (SPE) Board of Directors, March 2007

Class/Sub-Class	Definition	Guidelines
Development Not Viable	A discovered accumulation for which there are no current plans to develop or to acquire additional data at the time due to limited production potential.	The project is not seen to have potential for eventual commercial development at the time of reporting, but the theoretically recoverable quantities are recorded so that the potential opportunity will be recognized in the event of a major change in technology or commercial conditions. The project “decision gate” is the decision not to undertake any further data acquisition or studies on the project for the foreseeable future.
Prospective Resources	Those quantities of petroleum which are estimated, as of a given date, to be potentially recoverable from undiscovered accumulations.	Potential accumulations are evaluated according to their chance of discovery and, assuming a discovery, the estimated quantities that would be recoverable under defined development projects. It is recognized that the development programs will be of significantly less detail and depend more heavily on analog developments in the earlier phases of exploration.
Prospect	A project associated with a potential accumulation that is sufficiently well defined to represent a viable drilling target.	Project activities are focused on assessing the chance of discovery and, assuming discovery, the range of potential recoverable quantities under a commercial development program.
Lead	A project associated with a potential accumulation that is currently poorly defined and requires more data acquisition and/or evaluation in order to be classified as a prospect.	Project activities are focused on acquiring additional data and/or undertaking further evaluation designed to confirm whether or not the lead can be matured into a prospect. Such evaluation includes the assessment of the chance of discovery and, assuming discovery, the range of potential recovery under feasible development scenarios.
Play	A project associated with a prospective trend of potential prospects, but which requires more data acquisition and/or evaluation in order to define specific leads or prospects.	Project activities are focused on acquiring additional data and/or undertaking further evaluation designed to define specific leads or prospects for more detailed analysis of their chance of discovery and, assuming discovery, the range of potential recovery under hypothetical development scenarios.

Table 2: Reserves Status Definitions and Guidelines

Status	Definition	Guidelines
Developed Reserves	Developed Reserves are expected quantities to be recovered from existing wells and facilities.	Reserves are considered developed only after the necessary equipment has been installed, or when the costs to do so are relatively minor compared to the cost of a well. Where required facilities become unavailable, it may be necessary to reclassify Developed Reserves as Undeveloped. Developed Reserves may be further sub-classified as Producing or Non-Producing.
Developed Producing Reserves	Developed Producing Reserves are expected to be recovered from completion intervals that are open and producing at the time of the estimate.	Improved recovery reserves are considered producing only after the improved recovery project is in operation.
Developed Non- Producing Reserves	Developed Non-Producing Reserves include shut-in and behind-pipe Reserves.	Shut-in Reserves are expected to be recovered from (1) completion intervals which are open at the time of the estimate but which have not yet started producing, (2) wells which were shut-in for market conditions or pipeline connections, or (3) wells not capable of production for mechanical reasons. Behind-pipe Reserves are expected to be recovered from zones in existing wells which will require additional completion work or future re- completion prior to start of production. In all cases, production can be initiated or restored with relatively low expenditure compared to the cost of drilling a new well.

Definitions - Page 8 of 10

PETROLEUM RESERVES AND RESOURCES CLASSIFICATION AND DEFINITIONS

Excerpted from the Petroleum Resources Management System Approved by

the Society of Petroleum Engineers (SPE) Board of Directors, March 2007

Status	Definition	Guidelines
Undeveloped Reserves	Undeveloped Reserves are quantities expected to be recovered through future investments:	(1) from new wells on undrilled acreage in known accumulations, (2) from deepening existing wells to a different (but known) reservoir, (3) from infill wells that will increase recovery, or (4) where a relatively large expenditure (e.g. when compared to the cost of drilling a new well) is required to (a) recomplete an existing well or (b) install production or transportation facilities for primary or improved recovery projects.

Table 3: Reserves Category Definitions and Guidelines

Category	Definition	Guidelines
Proved Reserves	Proved Reserves are those quantities of petroleum, which by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be commercially recoverable, from a given date forward, from known reservoirs and under defined economic conditions, operating methods, and government regulations.	If deterministic methods are used, the term reasonable certainty is intended to express a high degree of confidence that the quantities will be recovered. If probabilistic methods are used, there should be at least a 90% probability that the quantities actually recovered will equal or exceed the estimate. The area of the reservoir considered as Proved includes (1) the area delineated by drilling and defined by fluid contacts, if any, and (2) adjacent undrilled portions of the reservoir that can reasonably be judged as continuous with it and commercially productive on the basis of available geoscience and engineering data. In the absence of data on fluid contacts, Proved quantities in a reservoir are limited by the lowest known hydrocarbon (LKH) as seen in a well penetration unless otherwise indicated by definitive geoscience, engineering, or performance data. Such definitive information may include pressure gradient analysis and seismic indicators. Seismic data alone may not be sufficient to define fluid contacts for Proved reserves (see “2001 Supplemental Guidelines,” Chapter 8). Reserves in undeveloped locations may be classified as Proved provided that: •  The locations are in undrilled areas of the reservoir that can be judged with reasonable certainty to be commercially productive. •  Interpretations of available geoscience and engineering data indicate with reasonable certainty that the objective formation is laterally continuous with drilled Proved locations. For Proved Reserves, the recovery efficiency applied to these reservoirs should be defined based on a range of possibilities supported by analogs and sound engineering judgment considering the characteristics of the Proved area and the applied development program.
Probable Reserves	Probable Reserves are those additional Reserves which analysis of geoscience and engineering data indicate are less likely to be recovered than Proved Reserves but more certain to be recovered than Possible Reserves.	It is equally likely that actual remaining quantities recovered will be greater than or less than the sum of the estimated Proved plus Probable Reserves (2P). In this context, when probabilistic methods are used, there should be at least a 50% probability that the actual quantities recovered will equal or exceed the 2P estimate. Probable Reserves may be assigned to areas of a reservoir adjacent to Proved where data control or interpretations of available data are less certain. The interpreted reservoir continuity may not meet the reasonable certainty criteria.
		Probable estimates also include incremental recoveries associated with project recovery efficiencies beyond that assumed for Proved.

Definitions - Page 9 of 10

PETROLEUM RESERVES AND RESOURCES CLASSIFICATION AND DEFINITIONS

Excerpted from the Petroleum Resources Management System Approved by

the Society of Petroleum Engineers (SPE) Board of Directors, March 2007

Category	Definition	Guidelines
Possible Reserves	Possible Reserves are those additional reserves which analysis of geoscience and engineering data indicate are less likely to be recoverable than Probable Reserves.	The total quantities ultimately recovered from the project have a low probability to exceed the sum of Proved plus Probable plus Possible (3P), which is equivalent to the high estimate scenario. When probabilistic methods are used, there should be at least a 10% probability that the actual quantities recovered will equal or exceed the 3P estimate. Possible Reserves may be assigned to areas of a reservoir adjacent to Probable where data control and interpretations of available data are progressively less certain. Frequently, this may be in areas where geoscience and engineering data are unable to clearly define the area and vertical reservoir limits of commercial production from the reservoir by a defined project. Possible estimates also include incremental quantities associated with project recovery efficiencies beyond that assumed for Probable.
Probable and Possible Reserves	(See above for separate criteria for Probable Reserves and Possible Reserves.)	The 2P and 3P estimates may be based on reasonable alternative technical and commercial interpretations within the reservoir and/or subject project that are clearly documented, including comparisons to results in successful similar projects. In conventional accumulations, Probable and/or Possible Reserves may be assigned where geoscience and engineering data identify directly adjacent portions of a reservoir within the same accumulation that may be separated from Proved areas by minor faulting or other geological discontinuities and have not been penetrated by a wellbore but are interpreted to be in communication with the known (Proved) reservoir. Probable or Possible Reserves may be assigned to areas that are structurally higher than the Proved area. Possible (and in some cases, Probable) Reserves may be assigned to areas that are structurally lower than the adjacent Proved or 2P area. Caution should be exercised in assigning Reserves to adjacent reservoirs isolated by major, potentially sealing, faults until this reservoir is penetrated and evaluated as commercially productive. Justification for assigning Reserves in such cases should be clearly documented. Reserves should not be assigned to areas that are clearly separated from a known accumulation by non-productive reservoir (i.e., absence of reservoir, structurally low reservoir, or negative test results); such areas may contain Prospective Resources. In conventional accumulations, where drilling has defined a highest known oil (HKO) elevation and there exists the potential for an associated gas cap, Proved oil Reserves should only be assigned in the structurally higher portions of the reservoir if there is reasonable certainty that such portions are initially above bubble point pressure based on documented engineering analyses. Reservoir portions that do not meet this certainty may be assigned as Probable and Possible oil and/or gas based on reservoir fluid properties and pressure gradient interpretations.

The 2007 Petroleum Resources Management System can be viewed in its entirety at

http://www.spe.org/spe-app/spe/industry/reserves/prms.htm.

Definitions - Page 10 of 10

TABLE OF CONTENTS

SUMMARY PROJECTIONS OF RESERVES AND REVENUE
Total Proved Reserves	I
Proved Developed Producing Reserves	II
Proved Developed Non-Producing Reserves	III
Proved Undeveloped Reserves	IV
RESERVES AND ECONOMICS
Diatomite Reservoir
Total Proved Reserves	1
Proved Developed Producing Reserves	2
Proved Undeveloped Reserves	5
Monterey Reservoir
Total Proved Reserves	14
Proved Developed Producing Reserves	15
Proved Developed Non-Producing Reserves	22
Proved Undeveloped Reserves	25

	SUMMARY PROJECTION OF RESERVES AND REVENUE
SANTA MARIA ENERGY, LLC INTEREST	AS OF DECEMBER 31, 2012	SUMMARY – CERTAIN PROPERTIES LOCATED IN ORCUTT FIELD
	TOTAL PROVED RESERVES	SANTA BARBARA COUNTY, CALIFORNIA

PERIOD ENDING M-D-Y	GROSS RESERVES						NET RESERVES						AVERAGE PRICES						GROSS REVENUE
	OIL MBBL		NGL MBBL		GAS MMCF		OIL MBBL		NGL MBBL		GAS MMCF		OIL $/BBL		NGL $/BBL		GAS $/MCF		OIL M$		NGL M$		GAS M$		TOTAL M$
12-31-2013		147.2		0.0		232.6		131.0		0.0		93.7		104.439		0.000		1.958		13,678.4		0.0		183.5		13,861.9
12-31-2014		161.1		0.0		278.2		143.1		0.0		70.1		104.390		0.000		1.958		14,943.2		0.0		137.3		15,080.4
12-31-2015		562.3		0.0		599.1		507.5		0.0		0.0		104.588		0.000		0.000		53,074.8		0.0		0.0		53,074.8
12-31-2016		820.3		0.0		687.1		743.2		0.0		0.0		104.650		0.000		0.000		77,777.9		0.0		0.0		77,777.9
12-31-2017		765.4		0.0		623.1		691.2		0.0		0.0		104.656		0.000		0.000		72,340.1		0.0		0.0		72,340.1
12-31-2018		719.3		0.0		574.4		625.6		0.0		0.0		104.657		0.000		0.000		65,474.0		0.0		0.0		65,474.0
12-31-2019		677.8		0.0		534.3		589.4		0.0		0.0		104.660		0.000		0.000		61,685.2		0.0		0.0		61,685.2
12-31-2020		641.5		0.0		500.0		557.7		0.0		0.0		104.662		0.000		0.000		58,373.7		0.0		0.0		58,373.7
12-31-2021		604.7		0.0		468.0		525.7		0.0		0.0		104.663		0.000		0.000		55,017.3		0.0		0.0		55,017.3
12-31-2022		571.9		0.0		440.7		497.1		0.0		0.0		104.664		0.000		0.000		52,023.9		0.0		0.0		52,023.9
12-31-2023		541.6		0.0		416.6		470.6		0.0		0.0		104.664		0.000		0.000		49,252.1		0.0		0.0		49,252.1
12-31-2024		514.5		0.0		394.9		447.0		0.0		0.0		104.664		0.000		0.000		46,788.0		0.0		0.0		46,788.0
12-31-2025		486.3		0.0		372.6		422.4		0.0		0.0		104.664		0.000		0.000		44,215.0		0.0		0.0		44,215.0
12-31-2026		460.8		0.0		352.9		400.3		0.0		0.0		104.664		0.000		0.000		41,892.6		0.0		0.0		41,892.6
12-31-2027		437.3		0.0		332.7		379.7		0.0		0.0		104.663		0.000		0.000		39,743.8		0.0		0.0		39,743.8
SUBTOTAL		8,112.0		0.0		6,807.3		7,131.5		0.0		163.8		104.646		0.000		1.958		746,279.9		0.0		320.8		746,600.7
REMAINING		1,726.4		0.0		2,936.8		1,498.7		0.0		0.0		104.374		0.000		0.000		156,420.0		0.0		0.0		156,420.0
TOTAL		9,838.4		0.0		9,744.1		8,630.1		0.0		163.8		104.598		0.000		1.958		902,699.9		0.0		320.8		903,020.7
CUM PROD		15,755.9		0.0		7,043.2
ULTIMATE		25,594.4		0.0		16,787.2

PERIOD ENDING M-D-Y					NET DEDUCTIONS/EXPENDITURES								FUTURE NET REVENUE
	NUMBER OF ACTIVE				TAXES				CAPITAL		OPERATING		UNDISCOUNTED				DISCOUNTED AT 10%				PRESENT WORTH PROFILE
	COMPLETIONS				PRODUCTION		AD VALOREM		COST		EXPENSE		PERIOD		CUM		PERIOD		CUM		DISC RATE		CUM PW
	GROSS		NET		M$		M$		M$		M$		M$		M$		M$		M$		%		M$
12-31-2013		64		63.7		19.7		184.4		4,194.0		5,990.8		3,473.0		3,473.0		3,388.6		3,388.6		8		205,987.9
12-31-2014		66		63.4		21.1		200.6		80,469.9		6,326.2		-71,937.4		-68,464.4		-61,750.6		-58,362.0		12		143,914.9
12-31-2015		180		162.5		71.4		706.1		37,412.5		17,119.9		-2,235.1		-70,699.5		-2,772.3		-61,134.3		15		110,935.0
12-31-2016		180		163.1		104.5		1,034.7		0.0		21,485.0		55,153.7		-15,545.8		39,539.8		-21,594.5		20		72,351.8
12-31-2017		180		162.6		97.2		962.4		0.0		19,582.4		51,698.1		36,152.3		33,701.2		12,106.7		25		46,863.8
12-31-2018		180		156.6		88.0		871.0		0.0		18,182.8		46,332.2		82,484.5		27,455.0		39,561.7		30		29,473.8
12-31-2019		180		156.5		82.9		820.6		0.0		17,504.1		43,277.6		125,762.1		23,314.7		62,876.4		35		17,306.6
12-31-2020		180		156.5		78.4		776.6		0.0		16,914.1		40,604.6		166,366.7		19,884.7		82,761.1		40		8,626.3
12-31-2021		179		155.6		73.9		731.9		0.0		16,317.3		37,894.2		204,260.9		16,869.0		99,630.1		45		2,342.1
12-31-2022		179		155.6		69.9		692.1		0.0		15,776.3		35,485.6		239,746.4		14,361.6		113,991.8		50		-2,255.0
12-31-2023		177		153.8		66.2		655.2		0.0		15,287.3		33,243.4		272,989.8		12,231.8		126,223.6
12-31-2024		177		153.8		62.9		622.4		0.0		14,857.9		31,244.8		304,234.6		10,450.7		136,674.3
12-31-2025		176		152.9		59.4		588.2		0.0		14,391.6		29,175.8		333,410.4		8,870.8		145,545.1
12-31-2026		175		152.0		56.3		557.3		0.0		13,949.8		27,329.2		360,739.6		7,554.5		153,099.6
12-31-2027		174		151.1		53.4		528.7		0.0		13,571.1		25,590.6		386,330.2		6,431.2		159,530.8
SUBTOTAL						1,005.1		9,932.5		122,076.4		227,256.6		386,330.2		386,330.2		159,530.8		159,530.8
REMAINING						210.7		2,080.9		22,190.9		68,590.4		63,347.0		449,677.2		12,289.3		171,820.1
TOTAL OF 50.0 YRS						1,215.9		12,013.4		144,267.3		295,846.9		449,677.2		449,677.2		171,820.1		171,820.1

  All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON CONSTANT PRICE AND COST PARAMETERS

Table I

	SUMMARY PROJECTION OF RESERVES AND REVENUE
SANTA MARIA ENERGY, LLC INTEREST	AS OF DECEMBER 31, 2012	SUMMARY – CERTAIN PROPERTIES LOCATED IN ORCUTT FIELD
	PROVED DEVELOPED PRODUCING RESERVES	SANTA BARBARA COUNTY, CALIFORNIA

PERIOD ENDING M-D-Y	GROSS RESERVES						NET RESERVES						AVERAGE PRICES						GROSS REVENUE
	OIL MBBL		NGL MBBL		GAS MMCF		OIL MBBL		NGL MBBL		GAS MMCF		OIL $/BBL		NGL $/BBL		GAS $/MCF		OIL M$		NGL M$		GAS M$		TOTAL M$
12-31-2013		144.3		0.0		220.1		128.4		0.0		93.7		104.445		0.000		1.958		13,414.1		0.0		183.5		13,597.6
12-31-2014		135.5		0.0		209.3		120.6		0.0		70.1		104.443		0.000		1.958		12,599.3		0.0		137.3		12,736.6
12-31-2015		126.3		0.0		199.0		112.4		0.0		0.0		104.435		0.000		0.000		11,733.8		0.0		0.0		11,733.8
12-31-2016		118.2		0.0		190.0		105.1		0.0		0.0		104.427		0.000		0.000		10,978.1		0.0		0.0		10,978.1
12-31-2017		110.1		0.0		180.8		97.9		0.0		0.0		104.418		0.000		0.000		10,221.5		0.0		0.0		10,221.5
12-31-2018		103.2		0.0		172.8		91.7		0.0		0.0		104.409		0.000		0.000		9,578.1		0.0		0.0		9,578.1
12-31-2019		96.9		0.0		165.3		86.1		0.0		0.0		104.400		0.000		0.000		8,988.9		0.0		0.0		8,988.9
12-31-2020		91.3		0.0		156.7		81.1		0.0		0.0		104.391		0.000		0.000		8,462.0		0.0		0.0		8,462.0
12-31-2021		85.7		0.0		149.0		76.0		0.0		0.0		104.382		0.000		0.000		7,936.6		0.0		0.0		7,936.6
12-31-2022		80.4		0.0		142.4		71.3		0.0		0.0		104.374		0.000		0.000		7,445.1		0.0		0.0		7,445.1
12-31-2023		75.8		0.0		136.7		67.2		0.0		0.0		104.365		0.000		0.000		7,012.3		0.0		0.0		7,012.3
12-31-2024		71.8		0.0		130.8		63.6		0.0		0.0		104.355		0.000		0.000		6,636.2		0.0		0.0		6,636.2
12-31-2025		67.5		0.0		124.4		59.8		0.0		0.0		104.345		0.000		0.000		6,240.7		0.0		0.0		6,240.7
12-31-2026		63.6		0.0		118.7		56.3		0.0		0.0		104.334		0.000		0.000		5,873.0		0.0		0.0		5,873.0
12-31-2027		60.2		0.0		111.4		53.2		0.0		0.0		104.325		0.000		0.000		5,554.7		0.0		0.0		5,554.7
SUBTOTAL		1,430.7		0.0		2,407.4		1,270.8		0.0		163.8		104.400		0.000		1.958		132,674.4		0.0		320.8		132,995.2
REMAINING		833.7		0.0		2,057.8		727.5		0.0		0.0		104.106		0.000		0.000		75,733.9		0.0		0.0		75,733.9
TOTAL		2,264.4		0.0		4,465.2		1,998.3		0.0		163.8		104.293		0.000		1.958		208,408.3		0.0		320.8		208,729.1
CUM PROD		15,755.9		0.0		7,043.2
ULTIMATE		18,020.4		0.0		11,508.4

PERIOD ENDING M-D-Y					NET DEDUCTIONS/EXPENDITURES								FUTURE NET REVENUE
	NUMBER OF ACTIVE				TAXES				CAPITAL		OPERATING		UNDISCOUNTED				DISCOUNTED AT 10%				PRESENT WORTH PROFILE
	COMPLETIONS				PRODUCTION		AD VALOREM		COST		EXPENSE		PERIOD		CUM		PERIOD		CUM		DISC RATE		CUM PW
	GROSS		NET		M$		M$		M$		M$		M$		M$		M$		M$		%		M$
12-31-2013		64		63.9		19.4		180.9		0.0		5,923.3		7,474.0		7,474.0		7,131.8		7,131.8		8		51,142.2
12-31-2014		64		62.5		17.9		169.4		0.0		5,696.4		6,852.8		14,326.8		5,948.0		13,079.8		12		41,589.8
12-31-2015		64		57.0		15.8		156.1		0.0		5,047.4		6,514.5		20,841.3		5,132.2		18,212.0		15		36,573.7
12-31-2016		64		56.9		14.8		146.0		0.0		4,414.3		6,403.0		27,244.3		4,591.6		22,803.6		20		30,596.9
12-31-2017		63		56.0		13.8		136.0		0.0		4,211.7		5,860.0		33,104.3		3,819.8		26,623.4		25		26,426.8
12-31-2018		63		56.0		12.9		127.4		0.0		4,045.7		5,392.1		38,496.4		3,195.4		29,818.8		30		23,349.6
12-31-2019		63		56.0		12.1		119.6		0.0		3,891.7		4,965.6		43,461.9		2,675.3		32,494.1		35		20,985.2
12-31-2020		63		55.9		11.4		112.6		0.0		3,746.6		4,591.5		48,053.4		2,248.8		34,742.9		40		19,111.9
12-31-2021		62		55.0		10.7		105.6		0.0		3,601.4		4,218.9		52,272.3		1,878.2		36,621.1		45		17,591.2
12-31-2022		62		55.0		10.0		99.0		0.0		3,453.2		3,882.8		56,155.1		1,571.6		38,192.7		50		16,332.2
12-31-2023		60		53.2		9.4		93.3		0.0		3,329.4		3,580.2		59,735.3		1,317.4		39,510.1
12-31-2024		60		53.2		8.9		88.3		0.0		3,221.7		3,317.3		63,052.6		1,109.7		40,619.8
12-31-2025		59		52.3		8.4		83.0		0.0		3,097.4		3,051.9		66,104.5		928.0		41,547.8
12-31-2026		58		51.3		7.9		78.1		0.0		2,966.4		2,820.5		68,925.0		779.7		42,327.5
12-31-2027		57		50.4		7.5		73.9		0.0		2,866.6		2,606.7		71,531.7		655.1		42,982.6
SUBTOTAL						181.0		1,769.3		0.0		59,513.2		71,531.7		71,531.7		42,982.6		42,982.6
REMAINING						102.3		1,007.5		16,340.9		40,608.6		17,674.5		89,206.2		2,869.4		45,852.1
TOTAL OF 50.0 YRS						283.3		2,776.8		16,340.9		100,121.8		89,206.2		89,206.2		45,852.1		45,852.1

  All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON CONSTANT PRICE AND COST PARAMETERS

Table II

	SUMMARY PROJECTION OF RESERVES AND REVENUE
SANTA MARIA ENERGY, LLC INTEREST	AS OF DECEMBER 31, 2012	SUMMARY – CERTAIN PROPERTIES LOCATED IN ORCUTT FIELD
	PROVED DEVELOPED NON-PRODUCING RESERVES	SANTA BARBARA COUNTY, CALIFORNIA

PERIOD ENDING M-D-Y	GROSS RESERVES						NET RESERVES						AVERAGE PRICES						GROSS REVENUE
	OIL MBBL		NGL MBBL		GAS MMCF		OIL MBBL		NGL MBBL		GAS MMCF		OIL $/BBL		NGL $/BBL		GAS $/MCF		OIL M$		NGL M$		GAS M$		TOTAL M$
12-31-2013		2.9		0.0		12.5		2.5		0.0		0.0		104.106		0.000		0.000		264.3		0.0		0.0		264.3
12-31-2014		10.7		0.0		25.4		9.3		0.0		0.0		104.106		0.000		0.000		972.6		0.0		0.0		972.6
12-31-2015		9.8		0.0		23.9		8.5		0.0		0.0		104.106		0.000		0.000		889.8		0.0		0.0		889.8
12-31-2016		7.9		0.0		21.0		6.9		0.0		0.0		104.106		0.000		0.000		714.5		0.0		0.0		714.5
12-31-2017		7.1		0.0		19.4		6.1		0.0		0.0		104.106		0.000		0.000		639.5		0.0		0.0		639.5
12-31-2018		6.5		0.0		18.3		5.6		0.0		0.0		104.106		0.000		0.000		582.6		0.0		0.0		582.6
12-31-2019		6.1		0.0		17.4		5.2		0.0		0.0		104.106		0.000		0.000		543.4		0.0		0.0		543.4
12-31-2020		5.8		0.0		17.5		4.9		0.0		0.0		104.106		0.000		0.000		514.9		0.0		0.0		514.9
12-31-2021		5.5		0.0		16.8		4.7		0.0		0.0		104.106		0.000		0.000		489.3		0.0		0.0		489.3
12-31-2022		5.3		0.0		16.2		4.5		0.0		0.0		104.106		0.000		0.000		468.6		0.0		0.0		468.6
12-31-2023		5.1		0.0		15.6		4.3		0.0		0.0		104.106		0.000		0.000		450.2		0.0		0.0		450.2
12-31-2024		5.0		0.0		15.1		4.2		0.0		0.0		104.106		0.000		0.000		434.7		0.0		0.0		434.7
12-31-2025		4.8		0.0		14.5		4.0		0.0		0.0		104.106		0.000		0.000		418.0		0.0		0.0		418.0
12-31-2026		4.5		0.0		14.0		3.8		0.0		0.0		104.106		0.000		0.000		395.8		0.0		0.0		395.8
12-31-2027		4.5		0.0		13.6		3.7		0.0		0.0		104.106		0.000		0.000		389.9		0.0		0.0		389.9
SUBTOTAL		91.7		0.0		261.2		78.5		0.0		0.0		104.106		0.000		0.000		8,168.2		0.0		0.0		8,168.2
REMAINING		90.4		0.0		303.1		75.3		0.0		0.0		104.106		0.000		0.000		7,838.8		0.0		0.0		7,838.8
TOTAL		182.1		0.0		564.2		153.8		0.0		0.0		104.106		0.000		0.000		16,007.1		0.0		0.0		16,007.1
CUM PROD		0.0		0.0		0.0
ULTIMATE		182.1		0.0		564.2

PERIOD ENDING M-D-Y					NET DEDUCTIONS/EXPENDITURES								FUTURE NET REVENUE
	NUMBER OF ACTIVE				TAXES				CAPITAL		OPERATING		UNDISCOUNTED				DISCOUNTED AT 10%				PRESENT WORTH PROFILE
	COMPLETIONS				PRODUCTION		AD VALOREM		COST		EXPENSE		PERIOD		CUM		PERIOD		CUM		DISC RATE		CUM PW
	GROSS		NET		M$		M$		M$		M$		M$		M$		M$		M$		%		M$
12-31-2013		0		0.0		0.4		3.5		428.0		67.4		-235.0		-235.0		-232.9		-232.9		8		3,498.3
12-31-2014		0		0.0		1.3		12.9		450.0		256.4		252.0		17.0		214.3		-18.6		12		2,522.5
12-31-2015		0		0.0		1.2		11.8		0.0		236.4		640.4		657.5		506.1		487.6		15		2,057.7
12-31-2016		0		0.0		1.0		9.5		0.0		195.5		508.6		1,166.1		364.9		852.5		20		1,540.6
12-31-2017		1		0.9		0.9		8.5		0.0		184.9		445.3		1,611.3		290.3		1,142.8		25		1,201.8
12-31-2018		1		0.9		0.8		7.8		0.0		170.8		403.3		2,014.7		239.0		1,381.8		30		963.0
12-31-2019		1		0.9		0.7		7.2		0.0		161.0		374.4		2,389.1		201.7		1,583.6		35		786.1
12-31-2020		1		0.8		0.7		6.9		0.0		153.8		353.5		2,742.6		173.1		1,756.7		40		650.0
12-31-2021		1		0.8		0.7		6.5		0.0		147.3		334.9		3,077.5		149.0		1,905.7		45		542.5
12-31-2022		1		0.8		0.6		6.2		0.0		141.9		319.8		3,397.3		129.4		2,035.1		50		455.7
12-31-2023		1		0.8		0.6		6.0		0.0		137.1		306.5		3,703.8		112.8		2,147.9
12-31-2024		1		0.8		0.6		5.8		0.0		133.0		295.3		3,999.2		98.8		2,246.7
12-31-2025		1		0.8		0.6		5.6		0.0		128.5		283.4		4,282.6		86.2		2,332.8
12-31-2026		1		0.8		0.5		5.3		0.0		116.7		273.3		4,555.9		75.5		2,408.4
12-31-2027		1		0.8		0.5		5.2		0.0		120.7		263.5		4,819.3		66.2		2,474.6
SUBTOTAL						11.0		108.7		878.0		2,351.2		4,819.3		4,819.3		2,474.6		2,474.6
REMAINING						10.6		104.3		0.0		2,632.4		5,091.6		9,910.9		467.5		2,942.1
TOTAL OF 50.0 YRS						21.6		213.0		878.0		4,983.6		9,910.9		9,910.9		2,942.1		2,942.1

  All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON CONSTANT PRICE AND COST PARAMETERS

Table III

	SUMMARY PROJECTION OF RESERVES AND REVENUE AS OF DECEMBER 31, 2012
SANTA MARIA ENERGY, LLC INTEREST	PROVED UNDEVELOPED RESERVES	SUMMARY – CERTAIN PROPERTIES LOCATED IN ORCUTT FIELD SANTA BARBARA COUNTY, CALIFORNIA

PERIOD ENDING M-D-Y	GROSS RESERVES						NET RESERVES						AVERAGE PRICES						GROSS REVENUE
	OIL MBBL		NGL MBBL		GAS MMCF		OIL MBBL		NGL MBBL		GAS MMCF		OIL $/BBL		NGL $/BBL		GAS $/MCF		OIL M$		NGL M$		GAS M$		TOTAL M$
12-31-2013		0.0		0.0		0.0		0.0		0.0		0.0		0.000		0.000		0.000		0.0		0.0		0.0		0.0
12-31-2014		14.9		0.0		43.5		13.2		0.0		0.0		104.106		0.000		0.000		1,371.2		0.0		0.0		1,371.2
12-31-2015		426.2		0.0		376.3		386.6		0.0		0.0		104.643		0.000		0.000		40,451.1		0.0		0.0		40,451.1
12-31-2016		694.2		0.0		476.1		631.2		0.0		0.0		104.693		0.000		0.000		66,085.3		0.0		0.0		66,085.3
12-31-2017		648.2		0.0		422.9		587.2		0.0		0.0		104.702		0.000		0.000		61,479.2		0.0		0.0		61,479.2
12-31-2018		609.5		0.0		383.3		528.3		0.0		0.0		104.706		0.000		0.000		55,313.2		0.0		0.0		55,313.2
12-31-2019		574.7		0.0		351.6		498.1		0.0		0.0		104.711		0.000		0.000		52,152.9		0.0		0.0		52,152.9
12-31-2020		544.4		0.0		325.9		471.7		0.0		0.0		104.714		0.000		0.000		49,396.8		0.0		0.0		49,396.8
12-31-2021		513.5		0.0		302.2		444.9		0.0		0.0		104.717		0.000		0.000		46,591.5		0.0		0.0		46,591.5
12-31-2022		486.2		0.0		282.2		421.2		0.0		0.0		104.719		0.000		0.000		44,110.2		0.0		0.0		44,110.2
12-31-2023		460.6		0.0		264.4		399.1		0.0		0.0		104.721		0.000		0.000		41,789.6		0.0		0.0		41,789.6
12-31-2024		437.8		0.0		249.0		379.3		0.0		0.0		104.722		0.000		0.000		39,717.1		0.0		0.0		39,717.1
12-31-2025		414.0		0.0		233.6		358.6		0.0		0.0		104.724		0.000		0.000		37,556.2		0.0		0.0		37,556.2
12-31-2026		392.7		0.0		220.2		340.2		0.0		0.0		104.725		0.000		0.000		35,623.8		0.0		0.0		35,623.8
12-31-2027		372.6		0.0		207.7		322.7		0.0		0.0		104.725		0.000		0.000		33,799.2		0.0		0.0		33,799.2
SUBTOTAL		6,589.6		0.0		4,138.7		5,782.2		0.0		0.0		104.707		0.000		0.000		605,437.3		0.0		0.0		605,437.3
REMAINING		802.3		0.0		575.9		695.9		0.0		0.0		104.683		0.000		0.000		72,847.3		0.0		0.0		72,847.3
TOTAL		7,391.9		0.0		4,714.6		6,478.1		0.0		0.0		104.704		0.000		0.000		678,284.6		0.0		0.0		678,284.6
CUM PROD		0.0		0.0		0.0
ULTIMATE		7,391.9		0.0		4,714.6

PERIOD ENDING M-D-Y					NET DEDUCTIONS/EXPENDITURES								FUTURE NET REVENUE
	NUMBER OF ACTIVE				TAXES				CAPITAL		OPERATING		UNDISCOUNTED				DISCOUNTED AT 10%				PRESENT WORTH PROFILE
	COMPLETIONS				PRODUCTION		AD VALOREM		COST		EXPENSE		PERIOD		CUM		PERIOD		CUM		DISC RATE		CUM PW
	GROSS		NET		M$		M$		M$		M$		M$		M$		M$		M$		%		M$
12-31-2013		0		0.0		0.0		0.0		3,766.1		0.0		-3,766.1		-3,766.1		-3,510.3		-3,510.3		8		151,347.4
12-31-2014		2		1.8		1.9		18.2		80,019.9		373.4		-79,042.2		-82,808.3		-67,912.9		-71,423.3		12		99,802.6
12-31-2015		116		105.2		54.4		538.1		37,412.5		11,836.2		-9,390.1		-92,198.4		-8,410.6		-79,833.8		15		72,303.7
12-31-2016		116		105.5		88.8		879.2		0.0		16,875.2		48,242.2		-43,956.2		34,583.3		-45,250.5		20		40,214.3
12-31-2017		116		105.1		82.6		817.9		0.0		15,185.8		45,392.9		1,436.7		29,591.1		-15,659.4		25		19,235.2
12-31-2018		116		100.5		74.3		735.9		0.0		13,966.3		40,536.8		41,973.5		24,020.5		8,361.0		30		5,161.2
12-31-2019		116		100.5		70.0		693.8		0.0		13,451.4		37,937.6		79,911.1		20,437.7		28,798.7		35		-4,464.8
12-31-2020		116		100.5		66.3		657.2		0.0		13,013.7		35,659.6		115,570.6		17,462.9		46,261.6		40		-11,135.7
12-31-2021		116		100.5		62.6		619.8		0.0		12,568.6		33,340.4		148,911.1		14,841.7		61,103.3		45		-15,791.6
12-31-2022		116		100.5		59.2		586.8		0.0		12,181.3		31,282.9		180,194.0		12,660.6		73,763.9		50		-19,042.9
12-31-2023		116		100.5		56.1		556.0		0.0		11,820.9		29,356.7		209,550.7		10,801.6		84,565.5
12-31-2024		116		100.5		53.3		528.4		0.0		11,503.2		27,632.2		237,182.8		9,242.3		93,807.8
12-31-2025		116		100.5		50.4		499.6		0.0		11,165.7		25,840.5		263,023.3		7,856.7		101,664.5
12-31-2026		116		100.5		47.8		473.9		0.0		10,866.6		24,235.4		287,258.7		6,699.2		108,363.7
12-31-2027		116		100.5		45.4		449.7		0.0		10,583.7		22,720.4		309,979.1		5,709.9		114,073.6
SUBTOTAL						813.1		8,054.5		121,198.4		165,392.1		309,979.1		309,979.1		114,073.6		114,073.6
REMAINING						97.9		969.1		5,850.0		25,349.4		40,580.9		350,560.0		8,952.4		123,026.0
TOTAL OF 40.6 YRS						910.9		9,023.6		127,048.4		190,741.5		350,560.0		350,560.0		123,026.0		123,026.0

  All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON CONSTANT PRICE AND COST PARAMETERS

Table IV

DIATOMITE RESERVOIR

ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

	SUMMARY PROJECTION OF RESERVES AND REVENUE AS OF DECEMBER 31, 2012
SANTA MARIA ENERGY, LLC INTEREST		SUMMARY – CERTAIN PROPERTIES LOCATED IN THE DIATOMITE RESERVOIR
	TOTAL PROVED RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

PERIOD ENDING M-D-Y	GROSS RESERVES						NET RESERVES						AVERAGE PRICES						GROSS REVENUE
	OIL MBBL		NGL MBBL		GAS MMCF		OIL MBBL		NGL MBBL		GAS MMCF		OIL $/BBL		NGL $/BBL		GAS $/MCF		OIL M$		NGL M$		GAS M$		TOTAL M$
12-31-2013		75.9		0.0		38.7		69.0		0.0		0.0		104.738		0.000		0.000		7,225.8		0.0		0.0		7,225.8
12-31-2014		70.6		0.0		36.0		64.2		0.0		0.0		104.738		0.000		0.000		6,727.5		0.0		0.0		6,727.5
12-31-2015		424.8		0.0		216.7		387.0		0.0		0.0		104.738		0.000		0.000		40,537.5		0.0		0.0		40,537.5
12-31-2016		702.5		0.0		358.3		640.0		0.0		0.0		104.738		0.000		0.000		67,036.6		0.0		0.0		67,036.6
12-31-2017		663.3		0.0		338.3		601.9		0.0		0.0		104.738		0.000		0.000		63,041.1		0.0		0.0		63,041.1
12-31-2018		628.0		0.0		320.3		545.9		0.0		0.0		104.738		0.000		0.000		57,172.9		0.0		0.0		57,172.9
12-31-2019		594.7		0.0		303.3		516.8		0.0		0.0		104.738		0.000		0.000		54,131.7		0.0		0.0		54,131.7
12-31-2020		564.7		0.0		288.0		490.7		0.0		0.0		104.738		0.000		0.000		51,395.8		0.0		0.0		51,395.8
12-31-2021		533.4		0.0		272.0		463.4		0.0		0.0		104.738		0.000		0.000		48,537.9		0.0		0.0		48,537.9
12-31-2022		505.3		0.0		257.7		438.9		0.0		0.0		104.738		0.000		0.000		45,973.7		0.0		0.0		45,973.7
12-31-2023		478.7		0.0		244.1		415.8		0.0		0.0		104.738		0.000		0.000		43,550.0		0.0		0.0		43,550.0
12-31-2024		454.8		0.0		231.5		395.0		0.0		0.0		104.738		0.000		0.000		41,368.9		0.0		0.0		41,368.9
12-31-2025		429.6		0.0		218.4		373.1		0.0		0.0		104.738		0.000		0.000		39,076.2		0.0		0.0		39,076.2
12-31-2026		406.8		0.0		205.7		353.2		0.0		0.0		104.738		0.000		0.000		36,993.8		0.0		0.0		36,993.8
12-31-2027		385.6		0.0		194.3		334.7		0.0		0.0		104.738		0.000		0.000		35,060.4		0.0		0.0		35,060.4
SUBTOTAL		6,918.7		0.0		3,523.2		6,089.8		0.0		0.0		104.738		0.000		0.000		637,829.7		0.0		0.0		637,829.7
REMAINING		733.4		0.0		374.0		635.0		0.0		0.0		104.738		0.000		0.000		66,513.5		0.0		0.0		66,513.5
TOTAL		7,652.1		0.0		3,897.2		6,724.8		0.0		0.0		104.738		0.000		0.000		704,343.2		0.0		0.0		704,343.2
CUM PROD		199.6		0.0		91.5
ULTIMATE		7,851.8		0.0		3,988.7

PERIOD ENDING M-D-Y					NET DEDUCTIONS/EXPENDITURES								FUTURE NET REVENUE
	NUMBER OF ACTIVE				TAXES				CAPITAL		OPERATING		UNDISCOUNTED				DISCOUNTED AT 10%				PRESENT WORTH PROFILE
	COMPLETIONS				PRODUCTION		AD VALOREM		COST		EXPENSE		PERIOD		CUM		PERIOD		CUM		DISC RATE		CUM PW
	GROSS		NET		M$		M$		M$		M$		M$		M$		M$		M$		%		M$
12-31-2013		21		19.1		9.7		96.1		3,766.1		3,499.7		-145.8		-145.8		-55.9		-55.9		8		169,778.3
12-31-2014		21		19.1		9.0		89.5		68,539.9		3,376.5		-65,287.4		-65,433.2		-56,126.8		-56,182.6		12		117,131.3
12-31-2015		131		119.3		54.4		539.3		35,297.5		13,044.3		-8,398.0		-73,831.2		-7,560.6		-63,743.2		15		88,852.2
12-31-2016		131		119.4		90.0		891.8		0.0		17,865.3		48,189.4		-25,641.7		34,542.0		-29,201.2		20		55,589.2
12-31-2017		131		118.9		84.6		838.7		0.0		16,332.4		45,785.4		20,143.6		29,845.1		643.9		25		33,594.3
12-31-2018		131		113.9		76.8		760.6		0.0		15,189.6		41,145.9		61,289.5		24,380.5		25,024.4		30		18,641.3
12-31-2019		131		113.8		72.7		720.1		0.0		14,704.4		38,634.5		99,924.1		20,812.7		45,837.1		35		8,249.4
12-31-2020		131		113.8		69.0		683.7		0.0		14,270.3		36,372.7		136,296.8		17,811.9		63,649.1		40		904.9
12-31-2021		131		113.8		65.2		645.7		0.0		13,808.1		34,018.9		170,315.8		15,143.7		78,792.8		45		-4,348.7
12-31-2022		131		113.8		61.7		611.6		0.0		13,395.3		31,905.1		202,220.8		12,912.4		91,705.2		50		-8,134.7
12-31-2023		131		113.8		58.5		579.4		0.0		13,003.8		29,908.4		232,129.3		11,004.7		102,709.9
12-31-2024		131		113.8		55.5		550.4		0.0		12,653.6		28,109.5		260,238.7		9,402.0		112,112.0
12-31-2025		131		113.8		52.5		519.9		0.0		12,268.1		26,235.8		286,474.5		7,977.0		120,089.0
12-31-2026		130		112.9		49.7		492.2		0.0		11,898.1		24,553.9		311,028.4		6,787.4		126,876.3
12-31-2027		130		112.9		47.1		466.4		0.0		11,581.5		22,965.4		333,993.8		5,771.5		132,647.9
SUBTOTAL						856.3		8,485.4		107,603.4		186,890.6		333,993.8		333,993.8		132,647.9		132,647.9
REMAINING						89.3		884.9		6,650.0		21,937.7		36,951.7		370,945.5		8,252.4		140,900.3
TOTAL OF 17.6 YRS						945.6		9,370.3		114,253.4		208,828.3		370,945.5		370,945.5		140,900.3		140,900.3

PRELIMINARY RUN - FOR REVIEW ONLY All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON CONSTANT PRICE AND COST PARAMETERS

Page 1

	SUMMARY PROJECTION OF RESERVES AND REVENUE AS OF DECEMBER 31, 2012
SANTA MARIA ENERGY, LLC INTEREST		SUMMARY – CERTAIN PROPERTIES LOCATED IN THE DIATOMITE RESERVOIR
	PROVED DEVELOPED PRODUCING RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

PERIOD ENDING M-D-Y	GROSS RESERVES						NET RESERVES						AVERAGE PRICES						GROSS REVENUE
	OIL MBBL		NGL MBBL		GAS MMCF		OIL MBBL		NGL MBBL		GAS MMCF		OIL $/BBL		NGL $/BBL		GAS $/MCF		OIL M$		NGL M$		GAS M$		TOTAL M$
12-31-2013		75.9		0.0		38.7		69.0		0.0		0.0		104.738		0.000		0.000		7,225.8		0.0		0.0		7,225.8
12-31-2014		70.6		0.0		36.0		64.2		0.0		0.0		104.738		0.000		0.000		6,727.5		0.0		0.0		6,727.5
12-31-2015		64.3		0.0		32.8		58.5		0.0		0.0		104.738		0.000		0.000		6,122.5		0.0		0.0		6,122.5
12-31-2016		58.6		0.0		29.9		53.3		0.0		0.0		104.738		0.000		0.000		5,586.4		0.0		0.0		5,586.4
12-31-2017		53.2		0.0		27.1		48.4		0.0		0.0		104.738		0.000		0.000		5,069.4		0.0		0.0		5,069.4
12-31-2018		48.4		0.0		24.7		44.0		0.0		0.0		104.738		0.000		0.000		4,613.4		0.0		0.0		4,613.4
12-31-2019		44.1		0.0		22.5		40.1		0.0		0.0		104.738		0.000		0.000		4,198.5		0.0		0.0		4,198.5
12-31-2020		40.2		0.0		20.5		36.6		0.0		0.0		104.738		0.000		0.000		3,830.9		0.0		0.0		3,830.9
12-31-2021		36.5		0.0		18.6		33.2		0.0		0.0		104.738		0.000		0.000		3,476.3		0.0		0.0		3,476.3
12-31-2022		33.2		0.0		16.9		30.2		0.0		0.0		104.738		0.000		0.000		3,163.7		0.0		0.0		3,163.7
12-31-2023		30.2		0.0		15.4		27.5		0.0		0.0		104.738		0.000		0.000		2,879.1		0.0		0.0		2,879.1
12-31-2024		27.6		0.0		13.6		25.1		0.0		0.0		104.738		0.000		0.000		2,627.0		0.0		0.0		2,627.0
12-31-2025		24.9		0.0		12.0		22.7		0.0		0.0		104.738		0.000		0.000		2,373.3		0.0		0.0		2,373.3
12-31-2026		22.3		0.0		9.6		20.3		0.0		0.0		104.738		0.000		0.000		2,124.8		0.0		0.0		2,124.8
12-31-2027		20.3		0.0		8.0		18.5		0.0		0.0		104.738		0.000		0.000		1,933.7		0.0		0.0		1,933.7
SUBTOTAL		650.4		0.0		326.4		591.5		0.0		0.0		104.738		0.000		0.000		61,952.2		0.0		0.0		61,952.2
REMAINING		0.0		0.0		0.0		0.0		0.0		0.0		0.000		0.000		0.000		0.0		0.0		0.0		0.0
TOTAL		650.4		0.0		326.4		591.5		0.0		0.0		104.738		0.000		0.000		61,952.2		0.0		0.0		61,952.2
CUM PROD		199.6		0.0		91.5
ULTIMATE		850.0		0.0		417.9

PERIOD ENDING M-D-Y					NET DEDUCTIONS/EXPENDITURES								FUTURE NET REVENUE
	NUMBER OF ACTIVE				TAXES				CAPITAL		OPERATING		UNDISCOUNTED				DISCOUNTED AT 10%				PRESENT WORTH PROFILE
	COMPLETIONS				PRODUCTION		AD VALOREM		COST		EXPENSE		PERIOD		CUM		PERIOD		CUM		DISC RATE		CUM PW
	GROSS		NET		M$		M$		M$		M$		M$		M$		M$		M$		%		M$
12-31-2013		21		19.1		9.7		96.1		0.0		3,499.7		3,620.3		3,620.3		3,454.5		3,454.5		8		20,377.8
12-31-2014		21		19.1		9.0		89.5		0.0		3,376.5		3,252.5		6,872.8		2,823.2		6,277.7		12		17,621.9
12-31-2015		21		19.1		8.2		81.5		0.0		2,917.1		3,115.7		9,988.5		2,452.1		8,729.8		15		15,975.0
12-31-2016		21		19.1		7.5		74.3		0.0		2,343.9		3,160.7		13,149.2		2,267.1		10,996.9		20		13,808.8
12-31-2017		21		19.1		6.8		67.4		0.0		2,200.4		2,794.7		15,943.9		1,822.2		12,819.1		25		12,163.4
12-31-2018		21		19.1		6.2		61.4		0.0		2,073.8		2,472.1		18,416.0		1,465.4		14,284.6		30		10,881.7
12-31-2019		21		19.1		5.6		55.9		0.0		1,957.6		2,179.4		20,595.4		1,174.6		15,459.2		35		9,860.9
12-31-2020		21		19.1		5.1		51.0		0.0		1,853.9		1,920.9		22,516.3		941.1		16,400.3		40		9,031.7
12-31-2021		21		19.1		4.7		46.2		0.0		1,752.6		1,672.9		24,189.1		745.1		17,145.4		45		8,346.6
12-31-2022		21		19.1		4.2		42.1		0.0		1,662.5		1,454.9		25,644.0		589.1		17,734.5		50		7,772.1
12-31-2023		21		19.1		3.9		38.3		0.0		1,579.7		1,257.3		26,901.3		462.9		18,197.4
12-31-2024		21		19.1		3.5		34.9		0.0		1,505.7		1,082.8		27,984.1		362.4		18,559.8
12-31-2025		21		19.1		3.2		31.6		0.0		1,422.5		916.0		28,900.1		278.7		18,838.5
12-31-2026		20		18.2		2.9		28.3		0.0		1,322.7		771.0		29,671.1		213.3		19,051.8
12-31-2027		20		18.2		2.6		25.7		0.0		1,264.7		640.7		30,311.8		161.1		19,213.0
SUBTOTAL						83.2		824.2		0.0		30,733.1		30,311.8		30,311.8		19,213.0		19,213.0
REMAINING						0.0		0.0		1,400.0		0.0		-1,400.0		28,911.8		-304.8		18,908.2
TOTAL OF 15.0 YRS						83.2		824.2		1,400.0		30,733.1		28,911.8		28,911.8		18,908.2		18,908.2

PRELIMINARY RUN - FOR REVIEW ONLY All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON CONSTANT PRICE AND COST PARAMETERS

Page 2

	BASIC DATA AS OF DECEMBER 31, 2012
SANTA MARIA ENERGY, LLC INTEREST		SUMMARY - CERTAIN PROPERTIES LOCATED IN THE DIATOMITE RESERVOIR
	PROVED DEVELOPED PRODUCING RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/CND				NGL				GAS				GRS OPERATING
PHDWIN ID		COMPLTNS				OIL/CND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
	LEASE NAME	OIL		GAS		MBBL		MMCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
PROVED DEVELOPED PRODUCING RESERVES
00296	1312		1		0		37.9		17.5		100.000		100.000		91.129		91.129		104.738		104.738		0.000		0.000		0.000		0.000		5.2		3.3		15.0
00311	1514		1		0		47.7		22.1		100.000		100.000		91.129		91.129		104.738		104.738		0.000		0.000		0.000		0.000		6.5		3.6		15.0
00312	1515		1		0		51.7		24.2		100.000		100.000		91.129		91.129		104.738		104.738		0.000		0.000		0.000		0.000		6.6		3.7		15.0
00313	1516		1		0		57.4		25.7		100.000		100.000		91.129		91.129		104.738		104.738		0.000		0.000		0.000		0.000		7.3		3.8		15.0
00314	1517		1		0		29.5		14.6		100.000		100.000		91.129		91.129		104.738		104.738		0.000		0.000		0.000		0.000		4.9		3.2		15.0
00315	1615		1		0		52.2		23.9		100.000		100.000		91.129		91.129		104.738		104.738		0.000		0.000		0.000		0.000		6.5		3.6		15.0
00316	1616		1		0		51.6		25.7		100.000		100.000		91.129		91.129		104.738		104.738		0.000		0.000		0.000		0.000		6.9		3.7		15.0
00317	1617		1		0		27.1		12.8		100.000		100.000		91.129		91.129		104.738		104.738		0.000		0.000		0.000		0.000		4.7		3.1		15.0
00318	1714		1		0		51.8		23.7		100.000		100.000		91.129		91.129		104.738		104.738		0.000		0.000		0.000		0.000		6.8		3.6		15.0
00297	1715		1		0		30.7		12.0		100.000		100.000		91.129		91.129		104.738		104.738		0.000		0.000		0.000		0.000		4.3		3.1		15.0
00298	1716		1		0		20.2		10.7		100.000		100.000		91.129		91.129		104.738		104.738		0.000		0.000		0.000		0.000		3.9		3.0		12.8
00319	1717		1		0		20.4		10.3		100.000		100.000		91.129		91.129		104.738		104.738		0.000		0.000		0.000		0.000		4.3		3.1		15.0
00299	1814		1		0		61.9		32.7		100.000		100.000		91.129		91.129		104.738		104.738		0.000		0.000		0.000		0.000		6.8		3.6		15.0
00300	1815		1		0		39.1		16.6		100.000		100.000		91.129		91.129		104.738		104.738		0.000		0.000		0.000		0.000		4.7		3.1		15.0
00301	1816		1		0		31.0		18.1		100.000		100.000		91.129		91.129		104.738		104.738		0.000		0.000		0.000		0.000		4.6		3.1		15.0
00302	1817		1		0		28.7		15.1		100.000		100.000		91.129		91.129		104.738		104.738		0.000		0.000		0.000		0.000		4.3		3.1		15.0
00320	1914		1		0		35.8		18.9		100.000		100.000		91.129		91.129		104.738		104.738		0.000		0.000		0.000		0.000		5.4		3.4		15.0
00303	1915		1		0		44.8		21.4		100.000		100.000		91.129		91.129		104.738		104.738		0.000		0.000		0.000		0.000		5.4		3.4		15.0
00304	1916		1		0		42.6		25.5		100.000		100.000		91.129		91.129		104.738		104.738		0.000		0.000		0.000		0.000		5.5		3.3		15.0
00305	1917		1		0		25.5		13.7		100.000		100.000		91.129		91.129		104.738		104.738		0.000		0.000		0.000		0.000		4.5		3.1		15.0
02369	2624		0		0		1.5		0.7		100.000		100.000		91.129		91.129		0.000		0.000		0.000		0.000		0.000		0.000		2.6		2.6		0.0
00309	3318		0		0		1.9		4.4		100.000		100.000		91.129		91.129		0.000		0.000		0.000		0.000		0.000		0.000		2.6		2.6		0.0
00321	B-2		1		0		58.8		27.6		100.000		100.000		88.367		88.367		104.738		104.738		0.000		0.000		0.000		0.000		6.8		3.6		15.0
01130	FIXED EXP DIAT PDP		0		0		0.0		0.0		100.000		100.000		91.129		91.129		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		15.0
02372	OD PDP ABANDONMENT		0		0		0.0		0.0		100.000		100.000		100.000		100.000		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0
TOTAL - PDP RESERVES							850.0		417.9

  All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON CONSTANT PRICE AND COST PARAMETERS

Page 3

	RESERVES AND ECONOMICS AS OF DECEMBER 31, 2012
SANTA MARIA ENERGY, LLC INTEREST		SUMMARY - CERTAIN PROPERTIES LOCATED IN THE DIATOMITE RESERVOIR
	PROVED DEVELOPED PRODUCING RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE								TOTAL		NET CAP		OPERATING		NET		CUM P.W.
PHDWIN ID	LEASE NAME	OIL/CND MBBL		NGL MBBL		GAS MMCF		OIL/CND MBBL		NGL MBBL		GAS MMCF		OIL/CND M$		NGL M$		GAS M$		TOTAL M$		TAXES M$		COST M$		EXPENSE M$		REVENUE M$		10 % M$
PROVED DEVELOPED PRODUCING RESERVES
00296	1312		29.0		0.0		12.8		26.4		0.0		0.0		2,763.8		0.0		0.0		2,763.8		40.5		0.0		1,331.8		1,391.5		904.7
00311	1514		40.3		0.0		20.6		36.7		0.0		0.0		3,846.7		0.0		0.0		3,846.7		56.3		0.0		1,668.4		2,121.9		1,362.3
00312	1515		44.0		0.0		22.4		40.1		0.0		0.0		4,199.4		0.0		0.0		4,199.4		61.5		0.0		1,778.4		2,359.5		1,505.1
00313	1516		48.3		0.0		24.6		44.0		0.0		0.0		4,611.8		0.0		0.0		4,611.8		67.5		0.0		1,906.4		2,637.9		1,683.2
00314	1517		25.1		0.0		12.6		22.9		0.0		0.0		2,399.7		0.0		0.0		2,399.7		35.1		0.0		1,218.6		1,146.0		752.4
00315	1615		40.3		0.0		20.6		36.7		0.0		0.0		3,846.7		0.0		0.0		3,846.7		56.3		0.0		1,668.4		2,121.9		1,362.3
00316	1616		47.1		0.0		24.0		43.0		0.0		0.0		4,499.4		0.0		0.0		4,499.4		65.9		0.0		1,871.7		2,561.8		1,630.6
00317	1617		21.5		0.0		11.0		19.6		0.0		0.0		2,051.6		0.0		0.0		2,051.6		30.0		0.0		1,110.2		911.3		609.3
00318	1714		43.0		0.0		21.9		39.2		0.0		0.0		4,103.1		0.0		0.0		4,103.1		60.1		0.0		1,748.2		2,294.8		1,469.9
00297	1715		18.9		0.0		8.9		17.2		0.0		0.0		1,799.8		0.0		0.0		1,799.8		26.4		0.0		1,032.0		741.4		501.5
00298	1716		12.4		0.0		6.3		11.3		0.0		0.0		1,186.2		0.0		0.0		1,186.2		17.4		0.0		768.8		400.0		288.6
00319	1717		18.8		0.0		9.1		17.2		0.0		0.0		1,798.2		0.0		0.0		1,798.2		26.3		0.0		1,031.7		740.2		500.7
00299	1814		43.0		0.0		21.9		39.2		0.0		0.0		4,103.1		0.0		0.0		4,103.1		60.1		0.0		1,748.2		2,294.8		1,469.9
00300	1815		21.5		0.0		11.0		19.6		0.0		0.0		2,051.6		0.0		0.0		2,051.6		30.0		0.0		1,110.2		911.3		609.3
00301	1816		22.0		0.0		10.8		20.0		0.0		0.0		2,099.7		0.0		0.0		2,099.7		30.8		0.0		1,125.3		943.7		626.9
00302	1817		18.9		0.0		8.9		17.2		0.0		0.0		1,799.8		0.0		0.0		1,799.8		26.4		0.0		1,032.0		741.4		501.5
00320	1914		31.4		0.0		15.9		28.6		0.0		0.0		2,999.6		0.0		0.0		2,999.6		43.9		0.0		1,405.2		1,550.5		1,003.3
00303	1915		31.4		0.0		16.0		28.6		0.0		0.0		2,999.6		0.0		0.0		2,999.6		43.9		0.0		1,405.2		1,550.5		1,003.3
00304	1916		29.6		0.0		15.1		26.9		0.0		0.0		2,820.9		0.0		0.0		2,820.9		41.3		0.0		1,349.4		1,430.2		932.0
00305	1917		20.6		0.0		9.8		18.7		0.0		0.0		1,963.3		0.0		0.0		1,963.3		28.8		0.0		1,080.6		853.9		567.0
02369	2624		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
00309	3318		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
00321	B-2		43.3		0.0		22.1		38.3		0.0		0.0		4,008.6		0.0		0.0		4,008.6		58.7		0.0		877.5		3,072.4		1,942.0
01130	FIXED EXP DIAT PDP		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		2,465.1		-2,465.1		-2,012.8
02372	OD PDP ABANDONMENT		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		1,400.0		0.0		-1,400.0		-304.8
TOTAL - PDP RESERVES			650.4		0.0		326.4		591.5		0.0		0.0		61,952.2		0.0		0.0		61,952.2		907.4		1,400.0		30,733.1		28,911.8		18,908.2

  All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON CONSTANT PRICE AND COST PARAMETERS

Page 4

	SUMMARY PROJECTION OF RESERVES AND REVENUE AS OF DECEMBER 31, 2012
SANTA MARIA ENERGY, LLC INTEREST		SUMMARY – CERTAIN PROPERTIES LOCATED IN THE DIATOMITE RESERVOIR
	PROVED UNDEVELOPED RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

PERIOD ENDING M-D-Y	GROSS RESERVES						NET RESERVES						AVERAGE PRICES						GROSS REVENUE
	OIL MBBL		NGL MBBL		GAS MMCF		OIL MBBL		NGL MBBL		GAS MMCF		OIL $/BBL		NGL $/BBL		GAS $/MCF		OIL M$		NGL M$		GAS M$		TOTAL M$
12-31-2013		0.0		0.0		0.0		0.0		0.0		0.0		0.000		0.000		0.000		0.0		0.0		0.0		0.0
12-31-2014		0.0		0.0		0.0		0.0		0.0		0.0		0.000		0.000		0.000		0.0		0.0		0.0		0.0
12-31-2015		360.6		0.0		183.9		328.6		0.0		0.0		104.738		0.000		0.000		34,415.0		0.0		0.0		34,415.0
12-31-2016		643.8		0.0		328.3		586.7		0.0		0.0		104.738		0.000		0.000		61,450.2		0.0		0.0		61,450.2
12-31-2017		610.1		0.0		311.1		553.5		0.0		0.0		104.738		0.000		0.000		57,971.7		0.0		0.0		57,971.7
12-31-2018		579.6		0.0		295.6		501.8		0.0		0.0		104.738		0.000		0.000		52,559.4		0.0		0.0		52,559.4
12-31-2019		550.6		0.0		280.8		476.7		0.0		0.0		104.738		0.000		0.000		49,933.2		0.0		0.0		49,933.2
12-31-2020		524.5		0.0		267.5		454.1		0.0		0.0		104.738		0.000		0.000		47,564.9		0.0		0.0		47,564.9
12-31-2021		496.9		0.0		253.4		430.2		0.0		0.0		104.738		0.000		0.000		45,061.6		0.0		0.0		45,061.6
12-31-2022		472.1		0.0		240.8		408.7		0.0		0.0		104.738		0.000		0.000		42,810.0		0.0		0.0		42,810.0
12-31-2023		448.5		0.0		228.7		388.3		0.0		0.0		104.738		0.000		0.000		40,670.9		0.0		0.0		40,670.9
12-31-2024		427.2		0.0		217.9		369.9		0.0		0.0		104.738		0.000		0.000		38,741.9		0.0		0.0		38,741.9
12-31-2025		404.7		0.0		206.4		350.4		0.0		0.0		104.738		0.000		0.000		36,702.9		0.0		0.0		36,702.9
12-31-2026		384.5		0.0		196.1		332.9		0.0		0.0		104.738		0.000		0.000		34,869.0		0.0		0.0		34,869.0
12-31-2027		365.3		0.0		186.3		316.3		0.0		0.0		104.738		0.000		0.000		33,126.7		0.0		0.0		33,126.7
SUBTOTAL		6,268.3		0.0		3,196.8		5,498.3		0.0		0.0		104.738		0.000		0.000		575,877.5		0.0		0.0		575,877.5
REMAINING		733.4		0.0		374.0		635.0		0.0		0.0		104.738		0.000		0.000		66,513.5		0.0		0.0		66,513.5
TOTAL		7,001.7		0.0		3,570.9		6,133.3		0.0		0.0		104.738		0.000		0.000		642,391.0		0.0		0.0		642,391.0
CUM PROD		0.0		0.0		0.0
ULTIMATE		7,001.7		0.0		3,570.9

PERIOD ENDING M-D-Y					NET DEDUCTIONS/EXPENDITURES								FUTURE NET REVENUE
	NUMBER OF ACTIVE				TAXES				CAPITAL		OPERATING		UNDISCOUNTED				DISCOUNTED AT 10%				PRESENT WORTH PROFILE
	COMPLETIONS				PRODUCTION		AD VALOREM		COST		EXPENSE		PERIOD		CUM		PERIOD		CUM		DISC RATE		CUM PW
	GROSS		NET		M$		M$		M$		M$		M$		M$		M$		M$		%		M$
12-31-2013		0		0.0		0.0		0.0		3,766.1		0.0		-3,766.1		-3,766.1		-3,510.3		-3,510.3		8		149,400.4
12-31-2014		0		0.0		0.0		0.0		68,539.9		0.0		-68,539.9		-72,305.9		-58,950.0		-62,460.3		12		99,509.4
12-31-2015		110		100.2		46.2		457.8		35,297.5		10,127.2		-11,513.7		-83,819.7		-10,012.7		-72,473.0		15		72,877.1
12-31-2016		110		100.2		82.5		817.5		0.0		15,521.4		45,028.7		-38,791.0		32,274.9		-40,198.1		20		41,780.4
12-31-2017		110		99.8		77.8		771.2		0.0		14,132.0		42,990.6		4,199.7		28,022.9		-12,175.2		25		21,430.9
12-31-2018		110		95.2		70.6		699.2		0.0		13,115.8		38,673.9		42,873.5		22,915.1		10,739.9		30		7,759.5
12-31-2019		110		95.2		67.0		664.3		0.0		12,746.8		36,455.1		79,328.7		19,638.1		30,378.0		35		-1,611.5
12-31-2020		110		95.2		63.9		632.8		0.0		12,416.3		34,451.9		113,780.6		16,870.8		47,248.8		40		-8,126.8
12-31-2021		110		95.2		60.5		599.5		0.0		12,055.5		32,346.1		146,126.6		14,398.7		61,647.4		45		-12,695.3
12-31-2022		110		95.2		57.5		569.5		0.0		11,732.8		30,450.2		176,576.9		12,323.3		73,970.7		50		-15,906.8
12-31-2023		110		95.2		54.6		541.1		0.0		11,424.1		28,651.1		205,228.0		10,541.8		84,512.5
12-31-2024		110		95.2		52.0		515.4		0.0		11,147.9		27,026.6		232,254.6		9,039.6		93,552.1
12-31-2025		110		95.2		49.3		488.3		0.0		10,845.6		25,319.8		257,574.4		7,698.3		101,250.4
12-31-2026		110		95.2		46.8		463.9		0.0		10,575.4		23,782.9		281,357.3		6,574.1		107,824.5
12-31-2027		110		95.2		44.5		440.7		0.0		10,316.8		22,324.7		303,682.0		5,610.4		113,434.9
SUBTOTAL						773.2		7,661.3		107,603.4		156,157.5		303,682.0		303,682.0		113,434.9		113,434.9
REMAINING						89.3		884.9		5,250.0		21,937.7		38,351.7		342,033.7		8,557.2		121,992.1
TOTAL OF 17.6 YRS						862.5		8,546.1		112,853.4		178,095.2		342,033.7		342,033.7		121,992.1		121,992.1

PRELIMINARY RUN - FOR REVIEW ONLY All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON CONSTANT PRICE AND COST PARAMETERS

Page 5

	BASIC DATA AS OF DECEMBER 31, 2012
SANTA MARIA ENERGY, LLC INTEREST		SUMMARY - CERTAIN PROPERTIES LOCATED IN THE DIATOMITE RESERVOIR
	PROVED UNDEVELOPED RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/CND				NGL				GAS				GRS OPERATING
PHDWIN ID		COMPLTNS				OIL/CND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
	LEASE NAME	OIL		GAS		MBBL		MMCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
PROVED UNDEVELOPED RESERVES
00323	110 WELL 001		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00324	110 WELL 002		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00325	110 WELL 003		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00326	110 WELL 004		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00327	110 WELL 005		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00328	110 WELL 006		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00329	110 WELL 007		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00330	110 WELL 008		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00331	110 WELL 009		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00332	110 WELL 010		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00333	110 WELL 011		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00334	110 WELL 012		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00335	110 WELL 013		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00336	110 WELL 014		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00337	110 WELL 015		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00338	110 WELL 016		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00339	110 WELL 017		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00340	110 WELL 018		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00341	110 WELL 019		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00342	110 WELL 020		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00343	110 WELL 021		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00344	110 WELL 022		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00345	110 WELL 023		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00346	110 WELL 024		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00347	110 WELL 025		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00348	110 WELL 026		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00349	110 WELL 027		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00350	110 WELL 028		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00351	110 WELL 029		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00352	110 WELL 030		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00353	110 WELL 031		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00354	110 WELL 032		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00355	110 WELL 033		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00356	110 WELL 034		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00357	110 WELL 035		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00358	110 WELL 036		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00359	110 WELL 037		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00360	110 WELL 038		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0

  All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON CONSTANT PRICE AND COST PARAMETERS

Page 6

	RESERVES AND ECONOMICS AS OF DECEMBER 31, 2012
SANTA MARIA ENERGY, LLC INTEREST		SUMMARY - CERTAIN PROPERTIES LOCATED IN THE DIATOMITE RESERVOIR
	PROVED UNDEVELOPED RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE								TOTAL		NET CAP		OPERATING		NET		CUM P.W.
PHDWIN ID	LEASE NAME	OIL/CND MBBL		NGL MBBL		GAS MMCF		OIL/CND MBBL		NGL MBBL		GAS MMCF		OIL/CND M$		NGL M$		GAS M$		TOTAL M$		TAXES M$		COST M$		EXPENSE M$		REVENUE M$		10 % M$
PROVED UNDEVELOPED RESERVES
00323	110 WELL 001		63.7		0.0		32.5		55.8		0.0		0.0		5,844.3		0.0		0.0		5,844.3		85.6		423.1		1,521.6		3,813.9		1,647.4
00324	110 WELL 002		63.7		0.0		32.5		55.8		0.0		0.0		5,844.3		0.0		0.0		5,844.3		85.6		423.1		1,521.6		3,813.9		1,647.4
00325	110 WELL 003		63.7		0.0		32.5		55.8		0.0		0.0		5,844.3		0.0		0.0		5,844.3		85.6		423.1		1,521.6		3,813.9		1,647.4
00326	110 WELL 004		63.7		0.0		32.5		55.8		0.0		0.0		5,844.2		0.0		0.0		5,844.2		85.6		423.1		1,521.8		3,813.7		1,646.8
00327	110 WELL 005		63.7		0.0		32.5		55.8		0.0		0.0		5,844.2		0.0		0.0		5,844.2		85.6		423.1		1,521.8		3,813.7		1,646.8
00328	110 WELL 006		63.7		0.0		32.5		55.8		0.0		0.0		5,844.2		0.0		0.0		5,844.2		85.6		423.1		1,521.8		3,813.7		1,646.8
00329	110 WELL 007		63.7		0.0		32.5		55.8		0.0		0.0		5,844.2		0.0		0.0		5,844.2		85.6		423.1		1,521.8		3,813.7		1,646.8
00330	110 WELL 008		63.7		0.0		32.5		55.8		0.0		0.0		5,844.2		0.0		0.0		5,844.2		85.6		423.1		1,521.8		3,813.7		1,646.8
00331	110 WELL 009		63.7		0.0		32.5		55.8		0.0		0.0		5,844.2		0.0		0.0		5,844.2		85.6		423.1		1,521.8		3,813.7		1,649.6
00332	110 WELL 010		63.7		0.0		32.5		55.8		0.0		0.0		5,844.4		0.0		0.0		5,844.4		85.6		423.1		1,521.7		3,814.0		1,650.8
00333	110 WELL 011		63.7		0.0		32.5		55.8		0.0		0.0		5,844.2		0.0		0.0		5,844.2		85.6		423.1		1,521.8		3,813.7		1,649.6
00334	110 WELL 012		63.7		0.0		32.5		55.8		0.0		0.0		5,844.2		0.0		0.0		5,844.2		85.6		423.1		1,521.8		3,813.7		1,649.6
00335	110 WELL 013		63.7		0.0		32.5		55.8		0.0		0.0		5,844.2		0.0		0.0		5,844.2		85.6		423.1		1,521.8		3,813.7		1,649.6
00336	110 WELL 014		63.7		0.0		32.5		55.8		0.0		0.0		5,844.2		0.0		0.0		5,844.2		85.6		423.1		1,521.8		3,813.7		1,649.6
00337	110 WELL 015		63.7		0.0		32.5		55.8		0.0		0.0		5,844.2		0.0		0.0		5,844.2		85.6		423.1		1,521.8		3,813.7		1,649.6
00338	110 WELL 016		63.7		0.0		32.5		55.8		0.0		0.0		5,844.2		0.0		0.0		5,844.2		85.6		423.1		1,521.8		3,813.7		1,649.6
00339	110 WELL 017		63.7		0.0		32.5		55.8		0.0		0.0		5,844.2		0.0		0.0		5,844.2		85.6		423.1		1,521.8		3,813.7		1,649.6
00340	110 WELL 018		63.7		0.0		32.5		55.8		0.0		0.0		5,844.2		0.0		0.0		5,844.2		85.6		423.1		1,521.8		3,813.7		1,658.2
00341	110 WELL 019		63.7		0.0		32.5		55.8		0.0		0.0		5,844.2		0.0		0.0		5,844.2		85.6		423.1		1,521.8		3,813.7		1,658.2
00342	110 WELL 020		63.7		0.0		32.5		55.8		0.0		0.0		5,844.2		0.0		0.0		5,844.2		85.6		423.1		1,521.8		3,813.7		1,658.2
00343	110 WELL 021		63.7		0.0		32.5		55.8		0.0		0.0		5,844.2		0.0		0.0		5,844.2		85.6		423.1		1,521.8		3,813.7		1,658.2
00344	110 WELL 022		63.7		0.0		32.5		55.8		0.0		0.0		5,844.2		0.0		0.0		5,844.2		85.6		423.1		1,521.8		3,813.7		1,658.2
00345	110 WELL 023		63.7		0.0		32.5		55.8		0.0		0.0		5,844.2		0.0		0.0		5,844.2		85.6		423.1		1,521.8		3,813.7		1,658.2
00346	110 WELL 024		63.7		0.0		32.5		55.8		0.0		0.0		5,844.8		0.0		0.0		5,844.8		85.6		423.1		1,522.0		3,814.1		1,658.9
00347	110 WELL 025		63.7		0.0		32.5		55.8		0.0		0.0		5,844.8		0.0		0.0		5,844.8		85.6		423.1		1,522.0		3,814.1		1,658.9
00348	110 WELL 026		63.7		0.0		32.5		55.8		0.0		0.0		5,844.8		0.0		0.0		5,844.8		85.6		423.1		1,522.0		3,814.1		1,658.9
00349	110 WELL 027		63.7		0.0		32.5		55.8		0.0		0.0		5,844.8		0.0		0.0		5,844.8		85.6		423.1		1,522.0		3,814.1		1,661.8
00350	110 WELL 028		63.7		0.0		32.5		55.8		0.0		0.0		5,844.8		0.0		0.0		5,844.8		85.6		423.1		1,522.0		3,814.1		1,661.8
00351	110 WELL 029		63.7		0.0		32.5		55.8		0.0		0.0		5,844.8		0.0		0.0		5,844.8		85.6		423.1		1,522.0		3,814.1		1,661.8
00352	110 WELL 030		63.7		0.0		32.5		55.8		0.0		0.0		5,844.8		0.0		0.0		5,844.8		85.6		423.1		1,522.0		3,814.1		1,661.8
00353	110 WELL 031		63.7		0.0		32.5		55.8		0.0		0.0		5,844.8		0.0		0.0		5,844.8		85.6		423.1		1,522.0		3,814.1		1,661.8
00354	110 WELL 032		63.7		0.0		32.5		55.8		0.0		0.0		5,844.8		0.0		0.0		5,844.8		85.6		423.1		1,522.0		3,814.1		1,661.8
00355	110 WELL 033		63.7		0.0		32.5		55.8		0.0		0.0		5,844.8		0.0		0.0		5,844.8		85.6		423.1		1,522.0		3,814.1		1,661.8
00356	110 WELL 034		63.7		0.0		32.5		55.8		0.0		0.0		5,844.8		0.0		0.0		5,844.8		85.6		423.1		1,522.0		3,814.1		1,661.8
00357	110 WELL 035		63.7		0.0		32.5		55.8		0.0		0.0		5,844.8		0.0		0.0		5,844.8		85.6		423.1		1,522.0		3,814.1		1,661.8
00358	110 WELL 036		63.7		0.0		32.5		55.8		0.0		0.0		5,844.8		0.0		0.0		5,844.8		85.6		423.1		1,522.0		3,814.1		1,664.5
00359	110 WELL 037		63.7		0.0		32.5		55.8		0.0		0.0		5,844.8		0.0		0.0		5,844.8		85.6		423.1		1,522.0		3,814.1		1,664.5
00360	110 WELL 038		63.7		0.0		32.5		55.8		0.0		0.0		5,844.4		0.0		0.0		5,844.4		85.6		423.1		1,521.7		3,814.0		1,665.4

  All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON CONSTANT PRICE AND COST PARAMETERS

Page 7

	BASIC DATA AS OF DECEMBER 31, 2012
SANTA MARIA ENERGY, LLC INTEREST		SUMMARY - CERTAIN PROPERTIES LOCATED IN THE DIATOMITE RESERVOIR
	PROVED UNDEVELOPED RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/CND				NGL				GAS				GRS OPERATING
PHDWIN ID		COMPLTNS				OIL/CND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
	LEASE NAME	OIL		GAS		MBBL		MMCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
PROVED UNDEVELOPED RESERVES (CONTINUED)
00361	110 WELL 039		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00362	110 WELL 040		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00363	110 WELL 041		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00364	110 WELL 042		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00365	110 WELL 043		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00366	110 WELL 044		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00367	110 WELL 045		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00368	110 WELL 046		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00369	110 WELL 047		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00370	110 WELL 048		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00371	110 WELL 049		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00372	110 WELL 050		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00373	110 WELL 051		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00374	110 WELL 052		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00375	110 WELL 053		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.0
00376	110 WELL 054		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.1
00377	110 WELL 055		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.1
00378	110 WELL 056		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.1
00379	110 WELL 057		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.1
00380	110 WELL 058		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.1
00381	110 WELL 059		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.1
00382	110 WELL 060		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.1
00383	110 WELL 061		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.1
00384	110 WELL 062		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.1
00385	110 WELL 063		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.2
00386	110 WELL 064		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.2
00387	110 WELL 065		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.2
00388	110 WELL 066		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.2
00389	110 WELL 067		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.2
00390	110 WELL 068		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.2
00391	110 WELL 069		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.2
00392	110 WELL 070		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.2
00393	110 WELL 071		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.3
00394	110 WELL 072		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.3
00395	110 WELL 073		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.3
00396	110 WELL 074		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.3
00397	110 WELL 075		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.3
00398	110 WELL 076		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.3

  All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON CONSTANT PRICE AND COST PARAMETERS

Page 8

	RESERVES AND ECONOMICS AS OF DECEMBER 31, 2012
SANTA MARIA ENERGY, LLC INTEREST		SUMMARY - CERTAIN PROPERTIES LOCATED IN THE DIATOMITE RESERVOIR
	PROVED UNDEVELOPED RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE								TOTAL		NET CAP		OPERATING		NET		CUM P.W.
PHDWIN ID	LEASE NAME	OIL/CND MBBL		NGL MBBL		GAS MMCF		OIL/CND MBBL		NGL MBBL		GAS MMCF		OIL/CND M$		NGL M$		GAS M$		TOTAL M$		TAXES M$		COST M$		EXPENSE M$		REVENUE M$		10 % M$
PROVED UNDEVELOPED RESERVES (CONTINUED)
00361	110 WELL 039		63.7		0.0		32.5		55.8		0.0		0.0		5,844.2		0.0		0.0		5,844.2		85.6		423.1		1,521.8		3,813.7		1,663.8
00362	110 WELL 040		63.7		0.0		32.5		55.8		0.0		0.0		5,844.2		0.0		0.0		5,844.2		85.6		423.1		1,521.8		3,813.7		1,663.8
00363	110 WELL 041		63.7		0.0		32.5		55.8		0.0		0.0		5,844.2		0.0		0.0		5,844.2		85.6		423.1		1,521.8		3,813.7		1,663.8
00364	110 WELL 042		63.7		0.0		32.5		55.8		0.0		0.0		5,844.2		0.0		0.0		5,844.2		85.6		423.1		1,521.8		3,813.7		1,663.8
00365	110 WELL 043		63.7		0.0		32.5		55.8		0.0		0.0		5,844.2		0.0		0.0		5,844.2		85.6		423.1		1,521.8		3,813.7		1,663.8
00366	110 WELL 044		63.7		0.0		32.5		55.8		0.0		0.0		5,844.8		0.0		0.0		5,844.8		85.6		423.1		1,522.0		3,814.1		1,664.5
00367	110 WELL 045		63.7		0.0		32.5		55.8		0.0		0.0		5,844.8		0.0		0.0		5,844.8		85.6		423.1		1,522.0		3,814.1		1,667.3
00368	110 WELL 046		63.7		0.0		32.5		55.8		0.0		0.0		5,844.8		0.0		0.0		5,844.8		85.6		423.1		1,522.0		3,814.1		1,667.3
00369	110 WELL 047		63.7		0.0		32.5		55.8		0.0		0.0		5,844.8		0.0		0.0		5,844.8		85.6		423.1		1,522.0		3,814.1		1,667.3
00370	110 WELL 048		63.7		0.0		32.5		55.8		0.0		0.0		5,844.8		0.0		0.0		5,844.8		85.6		423.1		1,522.0		3,814.1		1,667.3
00371	110 WELL 049		63.7		0.0		32.5		55.8		0.0		0.0		5,844.8		0.0		0.0		5,844.8		85.6		423.1		1,522.0		3,814.1		1,667.3
00372	110 WELL 050		63.7		0.0		32.5		55.8		0.0		0.0		5,844.4		0.0		0.0		5,844.4		85.6		423.1		1,521.7		3,814.0		1,668.2
00373	110 WELL 051		63.7		0.0		32.5		55.8		0.0		0.0		5,844.4		0.0		0.0		5,844.4		85.6		423.1		1,521.7		3,814.0		1,668.2
00374	110 WELL 052		63.7		0.0		32.5		55.8		0.0		0.0		5,844.4		0.0		0.0		5,844.4		85.6		423.1		1,521.7		3,814.0		1,668.2
00375	110 WELL 053		63.7		0.0		32.5		55.8		0.0		0.0		5,845.2		0.0		0.0		5,845.2		85.6		423.1		1,521.9		3,814.6		1,668.9
00376	110 WELL 054		63.7		0.0		32.5		55.8		0.0		0.0		5,842.1		0.0		0.0		5,842.1		85.6		423.1		1,521.4		3,812.0		1,652.0
00377	110 WELL 055		63.7		0.0		32.5		55.8		0.0		0.0		5,842.1		0.0		0.0		5,842.1		85.6		423.1		1,521.4		3,812.0		1,652.0
00378	110 WELL 056		63.7		0.0		32.5		55.8		0.0		0.0		5,842.1		0.0		0.0		5,842.1		85.6		423.1		1,521.4		3,812.0		1,652.0
00379	110 WELL 057		63.7		0.0		32.5		55.8		0.0		0.0		5,843.0		0.0		0.0		5,843.0		85.6		423.1		1,521.5		3,812.8		1,653.7
00380	110 WELL 058		63.7		0.0		32.5		55.8		0.0		0.0		5,843.0		0.0		0.0		5,843.0		85.6		423.1		1,521.5		3,812.8		1,653.7
00381	110 WELL 059		63.7		0.0		32.5		55.8		0.0		0.0		5,843.0		0.0		0.0		5,843.0		85.6		423.1		1,521.5		3,812.8		1,653.7
00382	110 WELL 060		63.7		0.0		32.5		55.8		0.0		0.0		5,843.0		0.0		0.0		5,843.0		85.6		423.1		1,521.5		3,812.8		1,653.7
00383	110 WELL 061		63.7		0.0		32.5		55.8		0.0		0.0		5,843.0		0.0		0.0		5,843.0		85.6		423.1		1,521.5		3,812.8		1,653.7
00384	110 WELL 062		63.7		0.0		32.5		55.8		0.0		0.0		5,842.1		0.0		0.0		5,842.1		85.6		423.1		1,521.4		3,812.0		1,652.0
00385	110 WELL 063		63.7		0.0		32.5		55.8		0.0		0.0		5,840.1		0.0		0.0		5,840.1		85.5		423.1		1,520.7		3,810.7		1,639.2
00386	110 WELL 064		63.7		0.0		32.5		55.8		0.0		0.0		5,840.1		0.0		0.0		5,840.1		85.5		423.1		1,520.7		3,810.7		1,639.2
00387	110 WELL 065		63.7		0.0		32.5		55.8		0.0		0.0		5,840.1		0.0		0.0		5,840.1		85.5		423.1		1,520.7		3,810.7		1,639.2
00388	110 WELL 066		63.7		0.0		32.5		55.8		0.0		0.0		5,840.1		0.0		0.0		5,840.1		85.5		423.1		1,520.7		3,810.7		1,639.2
00389	110 WELL 067		63.7		0.0		32.5		55.8		0.0		0.0		5,840.1		0.0		0.0		5,840.1		85.5		423.1		1,520.7		3,810.7		1,639.2
00390	110 WELL 068		63.7		0.0		32.5		55.8		0.0		0.0		5,840.1		0.0		0.0		5,840.1		85.5		423.1		1,520.7		3,810.7		1,639.2
00391	110 WELL 069		63.7		0.0		32.5		55.8		0.0		0.0		5,840.1		0.0		0.0		5,840.1		85.5		423.1		1,520.7		3,810.7		1,639.2
00392	110 WELL 070		63.7		0.0		32.5		55.8		0.0		0.0		5,840.1		0.0		0.0		5,840.1		85.5		423.1		1,520.7		3,810.7		1,639.2
00393	110 WELL 071		63.7		0.0		32.5		55.7		0.0		0.0		5,837.9		0.0		0.0		5,837.9		85.5		423.1		1,520.3		3,808.9		1,624.9
00394	110 WELL 072		63.7		0.0		32.5		55.7		0.0		0.0		5,837.9		0.0		0.0		5,837.9		85.5		423.1		1,520.3		3,808.9		1,624.9
00395	110 WELL 073		63.7		0.0		32.5		55.7		0.0		0.0		5,837.9		0.0		0.0		5,837.9		85.5		423.1		1,520.3		3,808.9		1,624.9
00396	110 WELL 074		63.7		0.0		32.5		55.7		0.0		0.0		5,837.9		0.0		0.0		5,837.9		85.5		423.1		1,520.3		3,808.9		1,624.9
00397	110 WELL 075		63.7		0.0		32.5		55.7		0.0		0.0		5,837.9		0.0		0.0		5,837.9		85.5		423.1		1,520.3		3,808.9		1,624.9
00398	110 WELL 076		63.7		0.0		32.5		55.7		0.0		0.0		5,837.9		0.0		0.0		5,837.9		85.5		423.1		1,520.3		3,808.9		1,624.9

  All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON CONSTANT PRICE AND COST PARAMETERS

Page 9

	BASIC DATA AS OF DECEMBER 31, 2012
SANTA MARIA ENERGY, LLC INTEREST		SUMMARY - CERTAIN PROPERTIES LOCATED IN THE DIATOMITE RESERVOIR
	PROVED UNDEVELOPED RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/CND				NGL				GAS				GRS OPERATING
PHDWIN ID		COMPLTNS				OIL/CND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
	LEASE NAME	OIL		GAS		MBBL		MMCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
PROVED UNDEVELOPED RESERVES (CONTINUED)
00399	110 WELL 077		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.3
00400	110 WELL 078		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.3
00401	110 WELL 079		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.3
00402	110 WELL 080		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.3
00403	110 WELL 081		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.3
00404	110 WELL 082		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.3
00405	110 WELL 083		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.3
00406	110 WELL 084		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.3
00407	110 WELL 085		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.3
00408	110 WELL 086		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.3
00409	110 WELL 087		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.4
00410	110 WELL 088		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.4
00411	110 WELL 089		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.4
00412	110 WELL 090		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.4
00413	110 WELL 091		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.4
00414	110 WELL 092		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.4
00415	110 WELL 093		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.4
00416	110 WELL 094		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.4
00417	110 WELL 095		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.5
00418	110 WELL 096		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.5
00419	110 WELL 097		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.5
00420	110 WELL 098		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.5
00421	110 WELL 099		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.5
00422	110 WELL 100		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.5
00423	110 WELL 101		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.5
00424	110 WELL 102		1		0		63.7		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.5
00425	110 WELL 103		1		0		63.6		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.6
00426	110 WELL 104		1		0		63.6		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.6
00427	110 WELL 105		1		0		63.6		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.6
00428	110 WELL 106		1		0		63.6		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.6
00429	110 WELL 107		1		0		63.6		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.6
00430	110 WELL 108		1		0		63.6		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.6
00431	110 WELL 109		1		0		63.6		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.6
00432	110 WELL 110		1		0		63.6		32.5		100.000		95.455		91.129		86.584		104.738		104.738		0.000		0.000		0.000		0.000		2.9		4.9		17.6
01131	CAPEX 110 PROJECT		0		0		0.0		0.0		100.000		100.000		91.129		91.129		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		2.5
02393	CAPEX PIPELINE AND ROAD		0		0		0.0		0.0		100.000		100.000		91.129		91.129		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		1.7
02406	FIXED EXP DIAT PUD		0		0		0.0		0.0		100.000		95.455		91.129		86.584		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		17.6
02373	110 ABANDONMENT		0		0		0.0		0.0		100.000		100.000		91.129		91.129		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0

  All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON CONSTANT PRICE AND COST PARAMETERS

Page 10

	RESERVES AND ECONOMICS AS OF DECEMBER 31, 2012
SANTA MARIA ENERGY, LLC INTEREST		SUMMARY - CERTAIN PROPERTIES LOCATED IN THE DIATOMITE RESERVOIR
	PROVED UNDEVELOPED RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE								TOTAL		NET CAP		OPERATING		NET		CUM P.W.
PHDWIN ID	LEASE NAME	OIL/CND MBBL		NGL MBBL		GAS MMCF		OIL/CND MBBL		NGL MBBL		GAS MMCF		OIL/CND M$		NGL M$		GAS M$		TOTAL M$		TAXES M$		COST M$		EXPENSE M$		REVENUE M$		10 % M$
PROVED UNDEVELOPED RESERVES (CONTINUED)
00399	110 WELL 077		63.7		0.0		32.5		55.7		0.0		0.0		5,837.9		0.0		0.0		5,837.9		85.5		423.1		1,520.3		3,808.9		1,624.9
00400	110 WELL 078		63.7		0.0		32.5		55.7		0.0		0.0		5,837.9		0.0		0.0		5,837.9		85.5		423.1		1,520.3		3,808.9		1,624.9
00401	110 WELL 079		63.7		0.0		32.5		55.7		0.0		0.0		5,835.7		0.0		0.0		5,835.7		85.5		423.1		1,519.8		3,807.3		1,611.3
00402	110 WELL 080		63.7		0.0		32.5		55.7		0.0		0.0		5,835.7		0.0		0.0		5,835.7		85.5		423.1		1,519.8		3,807.3		1,611.3
00403	110 WELL 081		63.7		0.0		32.5		55.7		0.0		0.0		5,835.7		0.0		0.0		5,835.7		85.5		423.1		1,519.8		3,807.3		1,611.3
00404	110 WELL 082		63.7		0.0		32.5		55.7		0.0		0.0		5,835.7		0.0		0.0		5,835.7		85.5		423.1		1,519.8		3,807.3		1,611.3
00405	110 WELL 083		63.7		0.0		32.5		55.7		0.0		0.0		5,835.7		0.0		0.0		5,835.7		85.5		423.1		1,519.8		3,807.3		1,611.3
00406	110 WELL 084		63.7		0.0		32.5		55.7		0.0		0.0		5,835.7		0.0		0.0		5,835.7		85.5		423.1		1,519.8		3,807.3		1,611.3
00407	110 WELL 085		63.7		0.0		32.5		55.7		0.0		0.0		5,835.7		0.0		0.0		5,835.7		85.5		423.1		1,519.8		3,807.3		1,611.3
00408	110 WELL 086		63.7		0.0		32.5		55.7		0.0		0.0		5,835.7		0.0		0.0		5,835.7		85.5		423.1		1,519.8		3,807.3		1,611.3
00409	110 WELL 087		63.7		0.0		32.5		55.7		0.0		0.0		5,833.5		0.0		0.0		5,833.5		85.4		423.1		1,519.3		3,805.6		1,597.2
00410	110 WELL 088		63.7		0.0		32.5		55.7		0.0		0.0		5,833.5		0.0		0.0		5,833.5		85.4		423.1		1,519.3		3,805.6		1,597.2
00411	110 WELL 089		63.7		0.0		32.5		55.7		0.0		0.0		5,833.5		0.0		0.0		5,833.5		85.4		423.1		1,519.3		3,805.6		1,597.2
00412	110 WELL 090		63.7		0.0		32.5		55.7		0.0		0.0		5,833.5		0.0		0.0		5,833.5		85.4		423.1		1,519.3		3,805.6		1,597.2
00413	110 WELL 091		63.7		0.0		32.5		55.7		0.0		0.0		5,833.5		0.0		0.0		5,833.5		85.4		423.1		1,519.3		3,805.6		1,597.2
00414	110 WELL 092		63.7		0.0		32.5		55.7		0.0		0.0		5,833.5		0.0		0.0		5,833.5		85.4		423.1		1,519.3		3,805.6		1,597.2
00415	110 WELL 093		63.7		0.0		32.5		55.7		0.0		0.0		5,833.5		0.0		0.0		5,833.5		85.4		423.1		1,519.3		3,805.6		1,597.2
00416	110 WELL 094		63.7		0.0		32.5		55.7		0.0		0.0		5,833.5		0.0		0.0		5,833.5		85.4		423.1		1,519.3		3,805.6		1,597.2
00417	110 WELL 095		63.7		0.0		32.5		55.7		0.0		0.0		5,831.4		0.0		0.0		5,831.4		85.4		423.1		1,518.8		3,804.0		1,583.7
00418	110 WELL 096		63.7		0.0		32.5		55.7		0.0		0.0		5,831.4		0.0		0.0		5,831.4		85.4		423.1		1,518.8		3,804.0		1,583.7
00419	110 WELL 097		63.7		0.0		32.5		55.7		0.0		0.0		5,831.4		0.0		0.0		5,831.4		85.4		423.1		1,518.8		3,804.0		1,583.7
00420	110 WELL 098		63.7		0.0		32.5		55.7		0.0		0.0		5,831.4		0.0		0.0		5,831.4		85.4		423.1		1,518.8		3,804.0		1,583.7
00421	110 WELL 099		63.7		0.0		32.5		55.7		0.0		0.0		5,831.4		0.0		0.0		5,831.4		85.4		423.1		1,518.8		3,804.0		1,583.7
00422	110 WELL 100		63.7		0.0		32.5		55.7		0.0		0.0		5,831.4		0.0		0.0		5,831.4		85.4		423.1		1,518.8		3,804.0		1,583.7
00423	110 WELL 101		63.7		0.0		32.5		55.7		0.0		0.0		5,831.4		0.0		0.0		5,831.4		85.4		423.1		1,518.8		3,804.0		1,583.7
00424	110 WELL 102		63.7		0.0		32.5		55.7		0.0		0.0		5,831.4		0.0		0.0		5,831.4		85.4		423.1		1,518.8		3,804.0		1,583.7
00425	110 WELL 103		63.6		0.0		32.5		55.6		0.0		0.0		5,827.7		0.0		0.0		5,827.7		85.4		423.1		1,517.8		3,801.4		1,569.7
00426	110 WELL 104		63.6		0.0		32.5		55.6		0.0		0.0		5,827.7		0.0		0.0		5,827.7		85.4		423.1		1,517.8		3,801.4		1,569.7
00427	110 WELL 105		63.6		0.0		32.5		55.6		0.0		0.0		5,827.7		0.0		0.0		5,827.7		85.4		423.1		1,517.8		3,801.4		1,569.7
00428	110 WELL 106		63.6		0.0		32.5		55.6		0.0		0.0		5,827.7		0.0		0.0		5,827.7		85.4		423.1		1,517.8		3,801.4		1,569.7
00429	110 WELL 107		63.6		0.0		32.5		55.6		0.0		0.0		5,827.7		0.0		0.0		5,827.7		85.4		423.1		1,517.8		3,801.4		1,569.7
00430	110 WELL 108		63.6		0.0		32.5		55.6		0.0		0.0		5,827.7		0.0		0.0		5,827.7		85.4		423.1		1,517.8		3,801.4		1,569.7
00431	110 WELL 109		63.6		0.0		32.5		55.6		0.0		0.0		5,827.7		0.0		0.0		5,827.7		85.4		423.1		1,517.8		3,801.4		1,569.7
00432	110 WELL 110		63.6		0.0		32.5		55.6		0.0		0.0		5,827.7		0.0		0.0		5,827.7		85.4		423.1		1,517.8		3,801.4		1,569.7
01131	CAPEX 110 PROJECT		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		48,136.5		0.0		-48,136.5		-40,893.5
02393	CAPEX PIPELINE AND ROAD		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		12,921.2		0.0		-12,921.2		-11,516.3
02406	FIXED EXP DIAT PUD		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		10,808.9		-10,808.9		-4,482.6
02373	110 ABANDONMENT		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		5,250.0		0.0		-5,250.0		-893.6

  All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON CONSTANT PRICE AND COST PARAMETERS

Page 11

	BASIC DATA AS OF DECEMBER 31, 2012
SANTA MARIA ENERGY, LLC INTEREST		SUMMARY - CERTAIN PROPERTIES
		LOCATED IN THE DIATOMITE RESERVOIR
	PROVED UNDEVELOPED RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

ACTIVE

GROSS ULTIMATE

WORKING

REVENUE

OIL/CND

NGL

GAS

GRS OPERATING

PHDWIN ID

COMPLTNS

OIL/CND

GAS

INTEREST

INTEREST

$/BBL

$/BBL

$/MCF

EXPENSE M$/M

LIFE

LEASE NAME

OIL

GAS

MBBL

MMCF

START

END

START

END

START

END

START

END

START

END

START

END

YRS

TOTAL - PUD RESERVES

7,001.7

3,570.9

  All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON CONSTANT PRICE AND COST PARAMETERS

Page 12

	RESERVES AND ECONOMICS AS OF DECEMBER 31, 2012
SANTA MARIA ENERGY, LLC INTEREST	PROVED UNDEVELOPED RESERVES	SUMMARY - CERTAIN PROPERTIES LOCATED IN THE DIATOMITE RESERVOIR ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

GROSS RESERVES

NET RESERVES

GROSS REVENUE

TOTAL

NET CAP

OPERATING

NET

CUM P.W.

PHDWIN ID

LEASE NAME

OIL/CND MBBL

NGL MBBL

GAS MMCF

OIL/CND MBBL

NGL MBBL

GAS MMCF

OIL/CND M$

NGL M$

GAS M$

TOTAL M$

TAXES M$

COST M$

EXPENSE M$

REVENUE M$

10 % M$

TOTAL - PUD RESERVES

7,001.7

0.0

3,570.9

6,133.3

0.0

0.0

642,391.0

0.0

0.0

642,391.0

9,408.6

112,853.4

178,095.2

342,033.7

121,992.1

  All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON CONSTANT PRICE AND COST PARAMETERS

Page 13

MONTEREY RESERVOIR

ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

	SUMMARY PROJECTION OF RESERVES AND REVENUE AS OF DECEMBER 31, 2012
SANTA MARIA ENERGY, LLC INTEREST		SUMMARY – CERTAIN PROPERTIES LOCATED IN THE MONTEREY RESERVOIR
	TOTAL PROVED RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

PERIOD ENDING M-D-Y	GROSS RESERVES						NET RESERVES						AVERAGE PRICES						GROSS REVENUE
	OIL MBBL		NGL MBBL		GAS MMCF		OIL MBBL		NGL MBBL		GAS MMCF		OIL $/BBL		NGL $/BBL		GAS $/MCF		OIL M$		NGL M$		GAS M$		TOTAL M$
12-31-2013		71.3		0.0		193.9		62.0		0.0		93.7		104.106		0.000		1.958		6,452.6		0.0		183.5		6,636.1
12-31-2014		90.5		0.0		242.2		78.9		0.0		70.1		104.106		0.000		1.958		8,215.6		0.0		137.3		8,352.9
12-31-2015		137.4		0.0		382.5		120.4		0.0		0.0		104.106		0.000		0.000		12,537.3		0.0		0.0		12,537.3
12-31-2016		117.9		0.0		328.8		103.2		0.0		0.0		104.106		0.000		0.000		10,741.4		0.0		0.0		10,741.4
12-31-2017		102.1		0.0		284.8		89.3		0.0		0.0		104.106		0.000		0.000		9,299.1		0.0		0.0		9,299.1
12-31-2018		91.3		0.0		254.1		79.7		0.0		0.0		104.106		0.000		0.000		8,301.1		0.0		0.0		8,301.1
12-31-2019		83.1		0.0		231.0		72.6		0.0		0.0		104.106		0.000		0.000		7,553.5		0.0		0.0		7,553.5
12-31-2020		76.8		0.0		212.0		67.0		0.0		0.0		104.106		0.000		0.000		6,978.0		0.0		0.0		6,978.0
12-31-2021		71.4		0.0		196.0		62.2		0.0		0.0		104.106		0.000		0.000		6,479.4		0.0		0.0		6,479.4
12-31-2022		66.7		0.0		183.1		58.1		0.0		0.0		104.106		0.000		0.000		6,050.2		0.0		0.0		6,050.2
12-31-2023		62.9		0.0		172.5		54.8		0.0		0.0		104.106		0.000		0.000		5,702.1		0.0		0.0		5,702.1
12-31-2024		59.7		0.0		163.3		52.1		0.0		0.0		104.106		0.000		0.000		5,419.1		0.0		0.0		5,419.1
12-31-2025		56.7		0.0		154.2		49.4		0.0		0.0		104.106		0.000		0.000		5,138.8		0.0		0.0		5,138.8
12-31-2026		54.0		0.0		147.2		47.1		0.0		0.0		104.106		0.000		0.000		4,898.8		0.0		0.0		4,898.8
12-31-2027		51.7		0.0		138.5		45.0		0.0		0.0		104.106		0.000		0.000		4,683.4		0.0		0.0		4,683.4
SUBTOTAL		1,193.3		0.0		3,284.1		1,041.7		0.0		163.8		104.106		0.000		1.958		108,450.2		0.0		320.8		108,771.0
REMAINING		993.0		0.0		2,562.8		863.6		0.0		0.0		104.106		0.000		0.000		89,906.5		0.0		0.0		89,906.5
TOTAL		2,186.3		0.0		5,846.8		1,905.3		0.0		163.8		104.106		0.000		1.958		198,356.7		0.0		320.8		198,677.5
CUM PROD		15,556.3		0.0		6,951.6
ULTIMATE		17,742.6		0.0		12,798.5

PERIOD ENDING M-D-Y					NET DEDUCTIONS/EXPENDITURES								FUTURE NET REVENUE
	NUMBER OF ACTIVE				TAXES				CAPITAL		OPERATING		UNDISCOUNTED				DISCOUNTED AT 10%				PRESENT WORTH PROFILE
	COMPLETIONS				PRODUCTION		AD VALOREM		COST		EXPENSE		PERIOD		CUM		PERIOD		CUM		DISC RATE		CUM PW
	GROSS		NET		M$		M$		M$		M$		M$		M$		M$		M$		%		M$
12-31-2013		43		46.8		10.0		88.3		428.0		2,491.1		3,618.7		3,618.7		3,444.5		3,444.5		8		36,209.6
12-31-2014		45		45.1		12.1		111.1		11,930.0		2,949.7		-6,650.0		-3,031.3		-5,623.8		-2,179.3		12		26,783.6
12-31-2015		49		42.9		16.9		166.8		2,115.0		4,075.6		6,162.9		3,131.6		4,788.3		2,608.9		15		22,082.8
12-31-2016		49		42.9		14.5		142.9		0.0		3,619.7		6,964.3		10,095.9		4,997.8		7,606.8		20		16,762.6
12-31-2017		49		42.9		12.6		123.7		0.0		3,250.0		5,912.8		16,008.7		3,856.1		11,462.8		25		13,269.5
12-31-2018		49		42.8		11.2		110.4		0.0		2,993.2		5,186.3		21,194.9		3,074.4		14,537.3		30		10,832.6
12-31-2019		49		42.8		10.2		100.5		0.0		2,799.7		4,643.1		25,838.0		2,502.0		17,039.3		35		9,057.2
12-31-2020		49		42.8		9.4		92.8		0.0		2,643.8		4,231.9		30,069.9		2,072.8		19,112.1		40		7,721.4
12-31-2021		48		41.9		8.8		86.2		0.0		2,509.3		3,875.2		33,945.1		1,725.3		20,837.3		45		6,690.8
12-31-2022		48		41.8		8.2		80.5		0.0		2,381.1		3,580.5		37,525.6		1,449.2		22,286.5		50		5,879.7
12-31-2023		46		40.1		7.7		75.9		0.0		2,283.6		3,335.0		40,860.6		1,227.1		23,513.6
12-31-2024		46		40.1		7.3		72.1		0.0		2,204.3		3,135.4		43,995.9		1,048.7		24,562.3
12-31-2025		45		39.2		6.9		68.4		0.0		2,123.5		2,940.0		46,935.9		893.8		25,456.2
12-31-2026		45		39.2		6.6		65.2		0.0		2,051.7		2,775.3		49,711.2		767.1		26,223.3
12-31-2027		44		38.3		6.3		62.3		0.0		1,989.6		2,625.1		52,336.3		659.7		26,882.9
SUBTOTAL						148.8		1,447.0		14,473.0		40,365.9		52,336.3		52,336.3		26,882.9		26,882.9
REMAINING						121.4		1,196.1		15,540.9		46,652.7		26,395.3		78,731.6		4,036.9		30,919.8
TOTAL OF 50.0 YRS						270.2		2,643.1		30,013.9		87,018.7		78,731.6		78,731.6		30,919.8		30,919.8

PRELIMINARY RUN - FOR REVIEW ONLY All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON CONSTANT PRICE AND COST PARAMETERS

Page 14

	SUMMARY PROJECTION OF RESERVES AND REVENUE AS OF DECEMBER 31, 2012
SANTA MARIA ENERGY, LLC INTEREST		SUMMARY – CERTAIN PROPERTIES LOCATED IN THE MONTEREY RESERVOIR
	PROVED DEVELOPED PRODUCING RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

PERIOD ENDING M-D-Y	GROSS RESERVES						NET RESERVES						AVERAGE PRICES						GROSS REVENUE
	OIL MBBL		NGL MBBL		GAS MMCF		OIL MBBL		NGL MBBL		GAS MMCF		OIL $/BBL		NGL $/BBL		GAS $/MCF		OIL M$		NGL M$		GAS M$		TOTAL M$
12-31-2013		68.4		0.0		181.4		59.4		0.0		93.7		104.106		0.000		1.958		6,188.3		0.0		183.5		6,371.8
12-31-2014		64.9		0.0		173.3		56.4		0.0		70.1		104.106		0.000		1.958		5,871.8		0.0		137.3		6,009.1
12-31-2015		62.0		0.0		166.2		53.9		0.0		0.0		104.106		0.000		0.000		5,611.3		0.0		0.0		5,611.3
12-31-2016		59.5		0.0		160.1		51.8		0.0		0.0		104.106		0.000		0.000		5,391.7		0.0		0.0		5,391.7
12-31-2017		56.9		0.0		153.6		49.5		0.0		0.0		104.106		0.000		0.000		5,152.1		0.0		0.0		5,152.1
12-31-2018		54.8		0.0		148.1		47.7		0.0		0.0		104.106		0.000		0.000		4,964.7		0.0		0.0		4,964.7
12-31-2019		52.8		0.0		142.8		46.0		0.0		0.0		104.106		0.000		0.000		4,790.4		0.0		0.0		4,790.4
12-31-2020		51.1		0.0		136.2		44.5		0.0		0.0		104.106		0.000		0.000		4,631.2		0.0		0.0		4,631.2
12-31-2021		49.2		0.0		130.4		42.8		0.0		0.0		104.106		0.000		0.000		4,460.2		0.0		0.0		4,460.2
12-31-2022		47.2		0.0		125.4		41.1		0.0		0.0		104.106		0.000		0.000		4,281.4		0.0		0.0		4,281.4
12-31-2023		45.6		0.0		121.2		39.7		0.0		0.0		104.106		0.000		0.000		4,133.2		0.0		0.0		4,133.2
12-31-2024		44.2		0.0		117.2		38.5		0.0		0.0		104.106		0.000		0.000		4,009.2		0.0		0.0		4,009.2
12-31-2025		42.6		0.0		112.5		37.1		0.0		0.0		104.106		0.000		0.000		3,867.5		0.0		0.0		3,867.5
12-31-2026		41.3		0.0		109.1		36.0		0.0		0.0		104.106		0.000		0.000		3,748.2		0.0		0.0		3,748.2
12-31-2027		39.9		0.0		103.5		34.8		0.0		0.0		104.106		0.000		0.000		3,621.0		0.0		0.0		3,621.0
SUBTOTAL		780.3		0.0		2,081.1		679.3		0.0		163.8		104.106		0.000		1.958		70,722.2		0.0		320.8		71,043.0
REMAINING		833.7		0.0		2,057.8		727.5		0.0		0.0		104.106		0.000		0.000		75,733.9		0.0		0.0		75,733.9
TOTAL		1,614.0		0.0		4,138.9		1,406.8		0.0		163.8		104.106		0.000		1.958		146,456.0		0.0		320.8		146,776.8
CUM PROD		15,556.3		0.0		6,951.6
ULTIMATE		17,170.3		0.0		11,090.5

PERIOD ENDING M-D-Y					NET DEDUCTIONS/EXPENDITURES								FUTURE NET REVENUE
	NUMBER OF ACTIVE				TAXES				CAPITAL		OPERATING		UNDISCOUNTED				DISCOUNTED AT 10%				PRESENT WORTH PROFILE
	COMPLETIONS				PRODUCTION		AD VALOREM		COST		EXPENSE		PERIOD		CUM		PERIOD		CUM		DISC RATE		CUM PW
	GROSS		NET		M$		M$		M$		M$		M$		M$		M$		M$		%		M$
12-31-2013		43		47.2		9.7		84.8		0.0		2,423.7		3,853.7		3,853.7		3,677.4		3,677.4		8		30,764.4
12-31-2014		43		45.1		8.9		79.9		0.0		2,319.9		3,600.3		7,454.0		3,124.8		6,802.2		12		23,967.9
12-31-2015		43		37.4		7.6		74.7		0.0		2,130.3		3,398.8		10,852.8		2,680.1		9,482.2		15		20,598.6
12-31-2016		43		37.4		7.3		71.7		0.0		2,070.4		3,242.2		14,095.1		2,324.5		11,806.7		20		16,788.1
12-31-2017		42		36.5		7.0		68.5		0.0		2,011.3		3,065.3		17,160.4		1,997.6		13,804.2		25		14,263.4
12-31-2018		42		36.6		6.7		66.0		0.0		1,971.9		2,920.0		20,080.4		1,730.0		15,534.2		30		12,467.9
12-31-2019		42		36.6		6.5		63.7		0.0		1,934.1		2,786.1		22,866.5		1,500.7		17,034.9		35		11,124.4
12-31-2020		42		36.6		6.3		61.6		0.0		1,892.6		2,670.6		25,537.2		1,307.6		18,342.5		40		10,080.2
12-31-2021		41		35.7		6.0		59.3		0.0		1,848.9		2,546.0		28,083.2		1,133.2		19,475.7		45		9,244.6
12-31-2022		41		35.7		5.8		57.0		0.0		1,790.7		2,428.0		30,511.1		982.5		20,458.2		50		8,560.1
12-31-2023		39		34.0		5.6		55.0		0.0		1,749.7		2,322.9		32,834.0		854.5		21,312.7
12-31-2024		39		34.0		5.4		53.3		0.0		1,716.0		2,234.5		35,068.5		747.2		22,060.0
12-31-2025		38		33.1		5.2		51.5		0.0		1,674.9		2,135.9		37,204.4		649.3		22,709.3
12-31-2026		38		33.1		5.1		49.9		0.0		1,643.8		2,049.5		39,253.9		566.4		23,275.7
12-31-2027		37		32.3		4.9		48.2		0.0		1,601.9		1,966.0		41,219.9		494.0		23,769.7
SUBTOTAL						97.8		945.1		0.0		28,780.1		41,219.9		41,219.9		23,769.7		23,769.7
REMAINING						102.3		1,007.5		14,940.9		40,608.6		19,074.5		60,294.4		3,174.2		26,943.8
TOTAL OF 50.0 YRS						200.1		1,952.6		14,940.9		69,388.7		60,294.4		60,294.4		26,943.8		26,943.8

PRELIMINARY RUN - FOR REVIEW ONLY All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON CONSTANT PRICE AND COST PARAMETERS

Page 15

	BASIC DATA AS OF DECEMBER 31, 2012
SANTA MARIA ENERGY, LLC INTEREST		SUMMARY - CERTAIN PROPERTIES
		LOCATED IN THE MONTEREY RESERVOIR
	PROVED DEVELOPED PRODUCING RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/CND				NGL				GAS				GRS OPERATING
PHDWIN ID		COMPLTNS				OIL/CND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
	LEASE NAME	OIL		GAS		MBBL		MMCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
PROVED DEVELOPED PRODUCING RESERVES
00165	2A-GTL SI		0		0		8.0		7.9		95.455		95.455		77.356		77.356		0.000		0.000		0.000		0.000		0.000		0.000		0.8		0.8		0.0
00001	3 SI		0		0		134.1		180.8		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.8		0.8		0.0
00002	4		1		0		176.9		168.8		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		1.9		1.6		9.3
00169	4A-GTL SI		0		0		10.3		14.0		95.455		95.455		77.356		77.356		0.000		0.000		0.000		0.000		0.000		0.000		0.8		0.8		0.0
00003	5		1		0		52.9		113.3		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		1.4		1.2		19.0
00004	6		1		0		197.2		153.2		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		2.5		1.6		14.9
00170	6-GTL		1		0		113.3		263.4		95.455		95.455		77.356		77.356		104.106		104.106		0.000		0.000		0.000		0.000		7.7		2.8		50.0
00005	7 SI		0		0		117.4		108.1		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.8		0.8		0.0
00006	11		1		0		131.5		92.3		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		1.6		1.2		24.1
00007	12 SI		0		0		82.1		79.8		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.8		0.8		0.0
00008	14 SI		0		0		99.5		130.3		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.8		0.8		0.0
00010	1 6-GTL		1		0		59.3		132.6		95.455		95.455		77.356		77.356		104.106		104.106		0.000		0.000		0.000		0.000		6.6		1.2		13.8
00011	18		1		0		157.4		197.7		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		2.7		1.6		24.7
00096	21		1		0		1,242.9		82.3		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		2.9		1.4		50.0
00097	22		1		0		130.9		181.4		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		3.1		1.6		42.2
00064	23 SI		0		0		5.3		5.3		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.8		0.8		0.0
00099	24		1		0		300.9		176.8		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		4.6		2.2		50.0
00066	25 SI		0		0		764.0		8.4		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.8		0.8		0.0
00012	26-GTL WTR		0		0		0.2		0.0		95.455		95.455		77.356		77.356		0.000		0.000		0.000		0.000		0.000		0.000		0.8		0.8		0.0
00013	29 SI		0		0		623.8		45.5		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.8		0.8		0.0
00014	30 SI		0		0		217.4		7.8		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.8		0.8		0.0
00070	31-GTL SI		0		0		43.8		61.9		95.455		95.455		77.356		77.356		0.000		0.000		0.000		0.000		0.000		0.000		0.8		0.8		0.0
00015	34 SI		0		0		770.3		262.1		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.8		0.8		0.0
00071	36-GTL		1		0		66.0		535.0		95.455		95.455		77.356		77.356		104.106		104.106		0.000		0.000		0.000		0.000		3.0		1.2		38.7
00016	37		1		0		1,432.5		886.8		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		7.7		2.8		50.0
00166	37-GTL		1		0		30.7		131.8		95.455		95.455		77.356		77.356		104.106		104.106		0.000		0.000		0.000		0.000		1.7		1.2		21.8
00017	40		1		0		531.1		181.4		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		4.0		1.5		50.0
00018	43		1		0		538.0		253.1		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		1.8		1.2		40.8
00019	44		1		0		510.7		230.4		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		5.8		2.2		50.0
00292	45		1		0		451.0		220.9		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		3.8		1.5		50.0
00021	46		1		0		44.4		40.1		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		1.5		1.2		9.3
00167	46-GTL		1		0		17.6		73.9		95.455		95.455		77.356		77.356		104.106		104.106		0.000		0.000		0.000		0.000		2.1		1.2		11.6
00022	47		1		0		590.2		277.0		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		4.6		1.9		50.0
00168	47A-GTL SI		0		0		0.8		9.0		95.455		95.455		77.356		77.356		0.000		0.000		0.000		0.000		0.000		0.000		0.8		0.8		0.0
00079	47X-GTL WTR		0		0		0.3		1.0		95.455		95.455		77.356		77.356		0.000		0.000		0.000		0.000		0.000		0.000		0.8		0.8		0.0
00023	48		1		0		302.1		191.0		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		4.7		2.2		50.0
00024	49		1		0		853.9		511.4		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		10.9		4.5		50.0
00025	50		1		0		155.9		217.4		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		2.3		1.3		50.0

  All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON CONSTANT PRICE AND COST PARAMETERS

Page 16

	RESERVES AND ECONOMICS AS OF DECEMBER 31, 2012
SANTA MARIA ENERGY, LLC INTEREST		SUMMARY - CERTAIN PROPERTIES
		LOCATED IN THE MONTEREY RESERVOIR
	PROVED DEVELOPED PRODUCING RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE								TOTAL		NET CAP		OPERATING		NET		CUM P.W.
PHDWIN ID	LEASE NAME	OIL/CND MBBL		NGL MBBL		GAS MMCF		OIL/CND MBBL		NGL MBBL		GAS MMCF		OIL/CND M$		NGL M$		GAS M$		TOTAL M$		TAXES M$		COST M$		EXPENSE M$		REVENUE M$		10% M$
PROVED DEVELOPED PRODUCING RESERVES
00165	2A-GTL SI		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
00001	3 SI		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
00002	4		4.0		0.0		4.7		3.5		0.0		0.0		364.3		0.0		0.0		364.3		5.3		0.0		194.1		164.8		113.2
00169	4A-GTL SI		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
00003	5		3.8		0.0		84.1		3.3		0.0		0.0		345.2		0.0		0.0		345.2		5.1		0.0		286.2		53.9		32.7
00004	6		8.1		0.0		22.1		7.2		0.0		0.0		748.5		0.0		0.0		748.5		11.0		0.0		357.0		380.5		228.2
00170	6-GTL		91.0		0.0		225.4		70.4		0.0		0.0		7,330.3		0.0		0.0		7,330.3		107.4		0.0		2,705.1		4,517.7		1,357.1
00005	7 SI		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
00006	11		5.9		0.0		13.5		5.2		0.0		0.0		542.1		0.0		0.0		542.1		7.9		0.0		391.8		142.4		79.2
00007	12 SI		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
00008	14 SI		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
00010	16-GTL		12.8		0.0		13.0		9.9		0.0		0.0		1,028.0		0.0		0.0		1,028.0		15.1		0.0		444.4		568.6		423.6
00011	18		14.5		0.0		63.9		12.8		0.0		0.0		1,331.1		0.0		0.0		1,331.1		19.5		0.0		617.8		693.8		325.0
00096	21		28.0		0.0		70.9		24.7		0.0		0.0		2,572.6		0.0		0.0		2,572.6		37.7		0.0		1,216.5		1,318.4		425.7
00097	22		27.6		0.0		65.0		24.4		0.0		0.0		2,538.7		0.0		0.0		2,538.7		37.2		0.0		1,129.6		1,371.8		466.7
00064	23 SI		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
00099	24		55.4		0.0		75.9		49.0		0.0		0.0		5,098.3		0.0		0.0		5,098.3		74.7		0.0		1,920.7		3,102.9		883.8
00066	25 SI		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
00012	26-GTL WTR		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
00013	29 SI		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
00014	30 SI		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
00070	31-GTL SI		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
00015	34 SI		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
00071	36-GTL		18.6		0.0		80.7		14.4		0.0		0.0		1,500.2		0.0		0.0		1,500.2		22.0		0.0		824.8		653.3		301.1
00016	37		91.3		0.0		268.7		80.7		0.0		0.0		8,399.7		0.0		0.0		8,399.7		123.1		0.0		2,841.2		5,435.4		1,626.6
00166	37-GTL		6.1		0.0		26.2		4.7		0.0		0.0		494.2		0.0		0.0		494.2		7.2		0.0		358.2		128.7		72.2
00017	40		37.6		0.0		150.6		33.3		0.0		0.0		3,462.1		0.0		0.0		3,462.1		50.7		0.0		1,464.5		1,946.9		652.3
00018	43		11.0		0.0		66.5		9.7		0.0		0.0		1,008.2		0.0		0.0		1,008.2		14.8		0.0		688.1		305.3		127.9
00019	44		66.5		0.0		81.6		58.8		0.0		0.0		6,121.2		0.0		0.0		6,121.2		89.7		0.0		2,205.9		3,825.6		1,157.2
00292	45		35.9		0.0		34.6		31.7		0.0		0.0		3,298.5		0.0		0.0		3,298.5		48.3		0.0		1,418.9		1,831.3		616.5
00021	46		2.1		0.0		9.8		1.9		0.0		0.0		197.3		0.0		0.0		197.3		2.9		0.0		147.5		46.9		36.4
00167	46-GTL		3.9		0.0		35.6		3.0		0.0		0.0		317.2		0.0		0.0		317.2		4.6		0.0		206.8		105.7		78.3
00022	47		50.3		0.0		89.4		44.4		0.0		0.0		4,625.7		0.0		0.0		4,625.7		67.8		0.0		1,788.9		2,769.0		849.1
00168	47A-GTL SI		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
00079	47X-GTL WTR		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
00023	48		56.3		0.0		40.8		49.8		0.0		0.0		5,181.7		0.0		0.0		5,181.7		75.9		0.0		1,944.0		3,161.8		900.0
00024	49		148.5		0.0		159.2		131.3		0.0		0.0		13,664.1		0.0		0.0		13,664.1		200.2		0.0		4,309.0		9,154.9		2,543.2
00025	50		19.8		0.0		59.2		17.5		0.0		0.0		1,824.9		0.0		0.0		1,824.9		26.7		0.0		1,008.0		790.2		272.1

  All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON CONSTANT PRICE AND COST PARAMETERS

Page 17

	BASIC DATA AS OF DECEMBER 31, 2012
SANTA MARIA ENERGY, LLC INTEREST		SUMMARY - CERTAIN PROPERTIES
		LOCATED IN THE MONTEREY RESERVOIR
	PROVED DEVELOPED PRODUCING RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE				GROSS ULTIMATE				WORKING				REVENUE				OIL/CND				NGL				GAS				GRS OPERATING
PHDWIN ID		COMPLTNS				OIL/CND		GAS		INTEREST				INTEREST				$/BBL				$/BBL				$/MCF				EXPENSE M$/M				LIFE
	LEASE NAME	OIL		GAS		MBBL		MMCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
PROVED DEVELOPED PRODUCING RESERVES (CONTINUED)
00026	51		1		0		226.3		336.0		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		2.4		1.3		50.0
00027	52		1		0		366.5		181.0		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		2.3		1.2		42.3
00028	54 SI		0		0		657.3		238.8		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.8		0.8		0.0
00029	55		1		0		161.1		35.4		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		1.5		1.2		19.0
00030	56 SI		0		0		935.1		142.9		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.8		0.8		0.0
00031	57		1		0		158.5		390.4		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		8.0		2.0		50.0
00032	60 WTR		1		0		212.2		99.5		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		5.2		2.1		50.0
00033	61		1		0		436.5		222.8		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		15.8		4.1		50.0
00034	62		1		0		290.8		103.6		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		5.2		1.4		50.0
00103	63		1		0		131.4		111.7		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		4.6		1.7		50.0
00035	64		1		0		156.8		438.7		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		3.3		1.4		50.0
00036	66 SI		0		0		22.0		0.0		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.8		0.8		0.0
00037	73 SI		0		0		254.7		228.7		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.8		0.8		0.0
00038	74 WTR		0		0		83.7		0.6		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.8		0.8		0.0
00039	75		1		0		203.1		332.9		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		2.0		1.2		49.4
00040	76		1		0		156.9		213.4		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		5.8		1.9		50.0
00041	77		1		0		143.6		201.2		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		1.7		1.2		38.9
00042	78 SI		0		0		76.7		2.1		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.8		0.8		0.0
00043	79		1		0		100.5		103.6		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		8.1		1.2		50.0
00044	80 SI		0		0		158.5		8.7		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.8		0.8		0.0
00046	84		1		0		156.3		257.0		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		3.5		1.6		50.0
00047	85 SI		0		0		60.7		0.0		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.8		0.8		0.0
00048	86 SI		0		0		26.5		7.1		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.8		0.8		0.0
00049	88		1		0		125.5		1.2		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		1.5		1.5		3.8
00050	89		1		0		214.5		68.4		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		1.5		1.2		7.4
00051	90-31 RD		1		0		338.4		221.1		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		11.6		1.0		44.2
00052	91 SI		0		0		93.6		0.0		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.8		0.8		0.0
00053	92 SI		0		0		2.3		2.6		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.8		0.8		0.0
00054	93 SI		0		0		12.2		0.4		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		0.8		0.8		0.0
00057	126-GTL SI		0		0		16.0		18.9		95.455		95.455		77.356		77.356		0.000		0.000		0.000		0.000		0.000		0.000		0.8		0.8		0.0
00058	136-GTL SI		0		0		11.1		22.1		95.455		95.455		77.356		77.356		0.000		0.000		0.000		0.000		0.000		0.000		0.8		0.8		0.0
00061	146D-GTL SI		0		0		2.7		8.4		95.455		95.455		77.356		77.356		0.000		0.000		0.000		0.000		0.000		0.000		0.8		0.8		0.0
00084	B-1		1		0		73.9		409.7		100.000		100.000		84.490		84.490		104.106		104.106		0.000		0.000		0.000		0.000		3.5		1.4		50.0
00086	B-3		1		0		54.0		202.9		100.000		100.000		84.490		84.490		104.106		104.106		0.000		0.000		0.000		0.000		3.3		1.5		50.0
00087	B-4		1		0		85.9		244.6		100.000		100.000		84.490		84.490		104.106		104.106		0.000		0.000		0.000		0.000		5.4		2.1		50.0
00095	B-5 WTR		0		0		0.0		0.0		100.000		100.000		83.333		83.333		0.000		0.000		0.000		0.000		0.000		0.000		0.8		0.8		0.0
02403	FIELD GAS		0		1		0.0		191.4		98.946		98.946		85.600		85.600		0.000		0.000		0.000		0.000		1.958		1.958		0.0		0.0		1.7
00222	FIXED EXP MONT PDP		0		0		0.0		0.0		99.150		99.150		90.790		90.790		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		50.0

  All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON CONSTANT PRICE AND COST PARAMETERS

Page 18

	RESERVES AND ECONOMICS AS OF DECEMBER 31, 2012
SANTA MARIA ENERGY, LLC INTEREST		SUMMARY - CERTAIN PROPERTIES
		LOCATED IN THE MONTEREY RESERVOIR
	PROVED DEVELOPED PRODUCING RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

PHDWIN ID	LEASE NAME	GROSS RESERVES						NET RESERVES						GROSS REVENUE								TOTAL TAXES M$		NET CAP COST M$		OPERATING EXPENSE M$		NET REVENUE M$		CUM P.W. 10% M$
		OIL/CND MBBL		NGL MBBL		GAS MMCF		OIL/CND MBBL		NGL MBBL		GAS MMCF		OIL/CND M$		NGL M$		GAS M$		TOTAL M$
PROVED DEVELOPED PRODUCING RESERVES (CONTINUED)
00026	51		20.3		0.0		81.1		17.9		0.0		0.0		1,864.6		0.0		0.0		1,864.6		27.3		0.0		1,019.1		818.2		280.2
00027	52		15.2		0.0		26.0		13.4		0.0		0.0		1,393.9		0.0		0.0		1,393.9		20.4		0.0		811.1		562.3		239.9
00028	54 SI		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
00029	55		4.4		0.0		18.6		3.9		0.0		0.0		406.3		0.0		0.0		406.3		6.0		0.0		303.3		97.1		59.7
00030	56 SI		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
00031	57		78.1		0.0		345.6		69.1		0.0		0.0		7,188.7		0.0		0.0		7,188.7		105.3		0.0		2,503.5		4,579.8		1,555.5
00032	60 WTR		57.9		0.0		93.8		51.2		0.0		0.0		5,330.1		0.0		0.0		5,330.1		78.1		0.0		1,985.3		3,266.7		994.2
00033	61		180.2		0.0		201.8		159.2		0.0		0.0		16,575.4		0.0		0.0		16,575.4		242.9		0.0		5,120.7		11,211.8		3,516.3
00034	62		43.3		0.0		89.0		38.2		0.0		0.0		3,979.3		0.0		0.0		3,979.3		58.3		0.0		1,608.7		2,312.3		863.9
00103	63		45.7		0.0		96.9		40.4		0.0		0.0		4,201.4		0.0		0.0		4,201.4		61.6		0.0		1,670.6		2,469.2		813.7
00035	64		30.0		0.0		246.4		26.5		0.0		0.0		2,762.6		0.0		0.0		2,762.6		40.5		0.0		1,269.5		1,452.6		499.5
00036	66 SI		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
00037	73 SI		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
00038	74 WTR		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
00039	75		15.1		0.0		139.9		13.4		0.0		0.0		1,389.9		0.0		0.0		1,389.9		20.4		0.0		880.6		488.9		184.2
00040	76		59.7		0.0		174.0		52.7		0.0		0.0		5,488.8		0.0		0.0		5,488.8		80.4		0.0		2,029.6		3,378.8		1,094.9
00041	77		10.2		0.0		107.3		9.0		0.0		0.0		936.3		0.0		0.0		936.3		13.7		0.0		649.7		272.9		117.3
00042	78 SI		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
00043	79		52.7		0.0		81.7		46.6		0.0		0.0		4,851.6		0.0		0.0		4,851.6		71.1		0.0		1,851.9		2,928.6		1,308.9
00044	80 SI		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
00046	84		35.4		0.0		88.2		31.3		0.0		0.0		3,258.0		0.0		0.0		3,258.0		47.7		0.0		1,407.6		1,802.7		567.3
00047	85 SI		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
00048	86 SI		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
00049	88		1.2		0.0		0.5		1.0		0.0		0.0		107.3		0.0		0.0		107.3		1.6		0.0		67.3		38.4		32.5
00050	89		1.7		0.0		27.3		1.5		0.0		0.0		157.7		0.0		0.0		157.7		2.3		0.0		117.6		37.8		30.7
00051	90-31 RD		38.1		0.0		53.3		33.7		0.0		0.0		3,507.5		0.0		0.0		3,507.5		51.4		0.0		1,277.3		2,178.8		1,194.4
00052	91 SI		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
00053	92 SI		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
00054	93 SI		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
00057	126-GTL SI		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
00058	136-GTL SI		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
00061	146D-GTL SI		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
00084	B-1		31.6		0.0		240.9		26.7		0.0		0.0		2,783.7		0.0		0.0		2,783.7		40.8		0.0		1,311.0		1,431.9		493.1
00086	B-3		33.3		0.0		107.0		28.1		0.0		0.0		2,930.5		0.0		0.0		2,930.5		42.9		0.0		1,353.8		1,533.8		488.9
00087	B-4		60.8		0.0		178.3		51.4		0.0		0.0		5,348.2		0.0		0.0		5,348.2		78.4		0.0		2,058.8		3,211.0		978.0
00095	B-5 WTR		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
02403	FIELD GAS		0.0		0.0		191.4		0.0		0.0		163.8		0.0		0.0		320.8		320.8		6.5		0.0		0.0		314.2		289.5
00222	FIXED EXP MONT PDP		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		11,622.6		-11,622.6		-2,099.4

  All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON CONSTANT PRICE AND COST PARAMETERS

Page 19

	BASIC DATA AS OF DECEMBER 31, 2012
SANTA MARIA ENERGY, LLC INTEREST		SUMMARY - CERTAIN PROPERTIES
		LOCATED IN THE MONTEREY RESERVOIR
	PROVED DEVELOPED PRODUCING RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

PHDWIN ID	LEASE NAME	ACTIVE COMPLTNS				GROSS ULTIMATE				WORKING INTEREST				REVENUE INTEREST				OIL/CND $/BBL				NGL $/BBL				GAS $/MCF				GRS OPERATING
						OIL/CND		GAS																						EXPENSE M$/M				LIFE
		OIL		GAS		MBBL		MMCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
PROVED DEVELOPED PRODUCING RESERVES (CONTINUED)
02374	OM PDP ABANDONMENT		0		0		0.0		0.0		100.000		100.000		100.000		100.000		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0
02375	OM PDP GTL ABANDONMENT		0		0		0.0		0.0		95.455		95.455		77.356		77.356		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0
TOTAL - PDP RESERVES							17,170.3		11,090.5

  All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON CONSTANT PRICE AND COST PARAMETERS

Page 20

	RESERVES AND ECONOMICS AS OF DECEMBER 31, 2012
SANTA MARIA ENERGY, LLC INTEREST		SUMMARY - CERTAIN PROPERTIES
	PROVED DEVELOPED PRODUCING RESERVES	LOCATED IN THE MONTEREY RESERVOIR ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

PHDWIN ID	LEASE NAME	GROSS RESERVES						NET RESERVES						GROSS REVENUE								TOTAL TAXES M$		NET CAP COST M$		OPERATING EXPENSE M$		NET REVENUE M$		CUM P.W. 10 % M$
		OIL/CND MBBL		NGL MBBL		GAS MMCF		OIL/CND MBBL		NGL MBBL		GAS MMCF		OIL/CND M$		NGL M$		GAS M$		TOTAL M$
PROVED DEVELOPED PRODUCING RESERVES (CONTINUED)
02374	OM PDP ABANDONMENT		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		11,600.0		0.0		-11,600.0		-98.9
02375	OM PDP GTL ABANDONMENT		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		3,340.9		0.0		-3,340.9		-28.5
TOTAL - PDP RESERVES			1,614.0		0.0		4,138.9		1,406.8		0.0		163.8		146,456.0		0.0		320.8		146,776.8		2,152.7		14,940.9		69,388.7		60,294.4		26,943.8

  All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON CONSTANT PRICE AND COST PARAMETERS

Page 21

	SUMMARY PROJECTION OF RESERVES AND REVENUE AS OF DECEMBER 31, 2012
SANTA MARIA ENERGY, LLC INTEREST		SUMMARY – CERTAIN PROPERTIES LOCATED IN THE MONTEREY RESERVOIR
	PROVED DEVELOPED NON-PRODUCING RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

PERIOD ENDING M-D-Y	GROSS RESERVES						NET RESERVES						AVERAGE PRICES						GROSS REVENUE
	OIL MBBL		NGL MBBL		GAS MMCF		OIL MBBL		NGL MBBL		GAS MMCF		OIL $/BBL		NGL $/BBL		GAS $/MCF		OIL M$		NGL M$		GAS M$		TOTAL M$
12-31-2013		2.9		0.0		12.5		2.5		0.0		0.0		104.106		0.000		0.000		264.3		0.0		0.0		264.3
12-31-2014		10.7		0.0		25.4		9.3		0.0		0.0		104.106		0.000		0.000		972.6		0.0		0.0		972.6
12-31-2015		9.8		0.0		23.9		8.5		0.0		0.0		104.106		0.000		0.000		889.8		0.0		0.0		889.8
12-31-2016		7.9		0.0		21.0		6.9		0.0		0.0		104.106		0.000		0.000		714.5		0.0		0.0		714.5
12-31-2017		7.1		0.0		19.4		6.1		0.0		0.0		104.106		0.000		0.000		639.5		0.0		0.0		639.5
12-31-2018		6.5		0.0		18.3		5.6		0.0		0.0		104.106		0.000		0.000		582.6		0.0		0.0		582.6
12-31-2019		6.1		0.0		17.4		5.2		0.0		0.0		104.106		0.000		0.000		543.4		0.0		0.0		543.4
12-31-2020		5.8		0.0		17.5		4.9		0.0		0.0		104.106		0.000		0.000		514.9		0.0		0.0		514.9
12-31-2021		5.5		0.0		16.8		4.7		0.0		0.0		104.106		0.000		0.000		489.3		0.0		0.0		489.3
12-31-2022		5.3		0.0		16.2		4.5		0.0		0.0		104.106		0.000		0.000		468.6		0.0		0.0		468.6
12-31-2023		5.1		0.0		15.6		4.3		0.0		0.0		104.106		0.000		0.000		450.2		0.0		0.0		450.2
12-31-2024		5.0		0.0		15.1		4.2		0.0		0.0		104.106		0.000		0.000		434.7		0.0		0.0		434.7
12-31-2025		4.8		0.0		14.5		4.0		0.0		0.0		104.106		0.000		0.000		418.0		0.0		0.0		418.0
12-31-2026		4.5		0.0		14.0		3.8		0.0		0.0		104.106		0.000		0.000		395.8		0.0		0.0		395.8
12-31-2027		4.5		0.0		13.6		3.7		0.0		0.0		104.106		0.000		0.000		389.9		0.0		0.0		389.9
SUBTOTAL		91.7		0.0		261.2		78.5		0.0		0.0		104.106		0.000		0.000		8,168.2		0.0		0.0		8,168.2
REMAINING		90.4		0.0		303.1		75.3		0.0		0.0		104.106		0.000		0.000		7,838.8		0.0		0.0		7,838.8
TOTAL		182.1		0.0		564.2		153.8		0.0		0.0		104.106		0.000		0.000		16,007.1		0.0		0.0		16,007.1
CUM PROD		0.0		0.0		0.0
ULTIMATE		182.1		0.0		564.2

					NET DEDUCTIONS/EXPENDITURES								FUTURE NET REVENUE
PERIOD ENDING M-D-Y	NUMBER OF ACTIVE COMPLETIONS				TAXES				CAPITAL COST M$		OPERATING EXPENSE M$		UNDISCOUNTED				DISCOUNTED AT 10%				PRESENT WORTH PROFILE
					PRODUCTION M$		AD VALOREM M$						PERIOD M$		CUM M$		PERIOD M$		CUM M$		DISC RATE %		CUM PW M$
	GROSS		NET
12-31-2013		0		0.0		0.4		3.5		428.0		67.4		-235.0		-235.0		-232.9		-232.9		8		3,498.3
12-31-2014		0		0.0		1.3		12.9		450.0		256.4		252.0		17.0		214.3		-18.6		12		2,522.5
12-31-2015		0		0.0		1.2		11.8		0.0		236.4		640.4		657.5		506.1		487.6		15		2,057.7
12-31-2016		0		0.0		1.0		9.5		0.0		195.5		508.6		1,166.1		364.9		852.5		20		1,540.6
12-31-2017		1		0.9		0.9		8.5		0.0		184.9		445.3		1,611.3		290.3		1,142.8		25		1,201.8
12-31-2018		1		0.9		0.8		7.8		0.0		170.8		403.3		2,014.7		239.0		1,381.8		30		963.0
12-31-2019		1		0.9		0.7		7.2		0.0		161.0		374.4		2,389.1		201.7		1,583.6		35		786.1
12-31-2020		1		0.8		0.7		6.9		0.0		153.8		353.5		2,742.6		173.1		1,756.7		40		650.0
12-31-2021		1		0.8		0.7		6.5		0.0		147.3		334.9		3,077.5		149.0		1,905.7		45		542.5
12-31-2022		1		0.8		0.6		6.2		0.0		141.9		319.8		3,397.3		129.4		2,035.1		50		455.7
12-31-2023		1		0.8		0.6		6.0		0.0		137.1		306.5		3,703.8		112.8		2,147.9
12-31-2024		1		0.8		0.6		5.8		0.0		133.0		295.3		3,999.2		98.8		2,246.7
12-31-2025		1		0.8		0.6		5.6		0.0		128.5		283.4		4,282.6		86.2		2,332.8
12-31-2026		1		0.8		0.5		5.3		0.0		116.7		273.3		4,555.9		75.5		2,408.4
12-31-2027		1		0.8		0.5		5.2		0.0		120.7		263.5		4,819.3		66.2		2,474.6
SUBTOTAL						11.0		108.7		878.0		2,351.2		4,819.3		4,819.3		2,474.6		2,474.6
REMAINING						10.6		104.3		0.0		2,632.4		5,091.6		9,910.9		467.5		2,942.1
TOTAL OF 50.0 YRS						21.6		213.0		878.0		4,983.6		9,910.9		9,910.9		2,942.1		2,942.1

PRELIMINARY RUN - FOR REVIEW ONLY All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON CONSTANT PRICE AND COST PARAMETERS

Page 22

	BASIC DATA
	AS OF DECEMBER 31, 2012
SANTA MARIA ENERGY, LLC INTEREST		SUMMARY - CERTAIN PROPERTIES
		LOCATED IN THE MONTEREY RESERVOIR
	PROVED DEVELOPED NON-PRODUCING RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

PHDWIN ID	LEASE NAME	ACTIVE COMPLTNS				GROSS ULTIMATE				WORKING INTEREST				REVENUE INTEREST				OIL/CND $/BBL				NGL $/BBL				GAS $/MCF				GRS OPERATING EXPENSE M$/M				LIFE YRS
						OIL/CND MBBL		GAS MMCF
		OIL		GAS						START		END		START		END		START		END		START		END		START		END		START		END
PROVED DEVELOPED NON-PRODUCING RESERVES
02358	16-GTL IPNP		0		0		65.1		215.1		95.455		95.455		77.356		77.356		104.106		104.106		0.000		0.000		0.000		0.000		6.6		2.2		50.0
02360	49 IPNP		0		0		54.0		57.9		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		10.9		5.5		50.0
02359	55 ADD PAY		0		0		0.0		0.0		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		1.5		1.2		19.0
02363	73 RTP		0		0		0.0		0.0		100.000		100.000		88.367		88.367		0.000		0.000		0.000		0.000		0.000		0.000		2.1		2.1		0.0
02361	77 IPNP		0		0		22.5		237.5		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		1.7		1.5		50.0
02362	88 RTP		0		0		3.1		1.3		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		2.1		1.2		13.3
02357	90-31 RD IPNP 1		0		0		14.5		20.4		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		11.6		1.4		31.7
02364	90-31 RD IPNP 2		0		0		22.9		32.0		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		11.6		1.4		36.6
TOTAL - PDNP RESERVES							182.1		564.2

  All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON CONSTANT PRICE AND COST PARAMETERS

Page 23

	RESERVES AND ECONOMICS AS OF DECEMBER 31, 2012
SANTA MARIA ENERGY, LLC INTEREST		SUMMARY - CERTAIN PROPERTIES
		LOCATED IN THE MONTEREY RESERVOIR
	PROVED DEVELOPED NON-PRODUCING RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE								TOTAL TAXES M$		NET CAP COST M$		OPERATING EXPENSE M$		NET REVENUE M$		CUM P.W. 10% M$
PHDWIN ID	LEASE NAME	OIL/CND MBBL		NGL MBBL		GAS MMCF		OIL/CND MBBL		NGL MBBL		GAS MMCF		OIL/CND M$		NGL M$		GAS M$		TOTAL M$
PROVED DEVELOPED NON-PRODUCING RESERVES
02358	16-GTL IPNP		65.1		0.0		215.1		50.3		0.0		0.0		5,239.1		0.0		0.0		5,239.1		76.8		148.0		1,937.5		3,076.9		648.1
02360	49 IPNP		54.0		0.0		57.9		47.7		0.0		0.0		4,967.3		0.0		0.0		4,967.3		72.8		40.0		1,385.0		3,469.5		968.6
02359	55 ADD PAY		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
02363	73 RTP		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
02361	77 IPNP		22.5		0.0		237.5		19.9		0.0		0.0		2,072.2		0.0		0.0		2,072.2		30.4		80.0		688.4		1,273.5		307.4
02362	88 RTP		3.1		0.0		1.3		2.7		0.0		0.0		282.5		0.0		0.0		282.5		4.1		85.0		170.5		22.9		-12.8
02357	90-31 RD IPNP 1		14.5		0.0		20.4		12.9		0.0		0.0		1,338.4		0.0		0.0		1,338.4		19.6		75.0		226.7		1,017.1		649.1
02364	90-31 RD IPNP 2		22.9		0.0		32.0		20.2		0.0		0.0		2,107.5		0.0		0.0		2,107.5		30.9		450.0		575.6		1,051.0		381.6
TOTAL - PDNP RESERVES			182.1		0.0		564.2		153.8		0.0		0.0		16,007.1		0.0		0.0		16,007.1		234.6		878.0		4,983.6		9,910.9		2,942.1

  All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions.   BASED ON CONSTANT PRICE AND COST PARAMETERS

Page 24

	SUMMARY PROJECTION OF RESERVES AND REVENUE AS OF DECEMBER 31, 2012
SANTA MARIA ENERGY, LLC INTEREST		SUMMARY – CERTAIN PROPERTIES
		LOCATED IN THE MONTEREY RESERVOIR
	PROVED UNDEVELOPED RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

PERIOD ENDING M-D-Y	GROSS RESERVES						NET RESERVES						AVERAGE PRICES						GROSS REVENUE
	OIL MBBL		NGL MBBL		GAS MMCF		OIL MBBL		NGL MBBL		GAS MMCF		OIL $/BBL		NGL $/BBL		GAS $/MCF		OIL M$		NGL M$		GAS M$		TOTAL M$
12-31-2013		0.0		0.0		0.0		0.0		0.0		0.0		0.000		0.000		0.000		0.0		0.0		0.0		0.0
12-31-2014		14.9		0.0		43.5		13.2		0.0		0.0		104.106		0.000		0.000		1,371.2		0.0		0.0		1,371.2
12-31-2015		65.6		0.0		192.4		58.0		0.0		0.0		104.106		0.000		0.000		6,036.1		0.0		0.0		6,036.1
12-31-2016		50.4		0.0		147.7		44.5		0.0		0.0		104.106		0.000		0.000		4,635.2		0.0		0.0		4,635.2
12-31-2017		38.1		0.0		111.8		33.7		0.0		0.0		104.106		0.000		0.000		3,507.5		0.0		0.0		3,507.5
12-31-2018		29.9		0.0		87.8		26.5		0.0		0.0		104.106		0.000		0.000		2,753.8		0.0		0.0		2,753.8
12-31-2019		24.1		0.0		70.7		21.3		0.0		0.0		104.106		0.000		0.000		2,219.7		0.0		0.0		2,219.7
12-31-2020		19.9		0.0		58.4		17.6		0.0		0.0		104.106		0.000		0.000		1,831.9		0.0		0.0		1,831.9
12-31-2021		16.6		0.0		48.8		14.7		0.0		0.0		104.106		0.000		0.000		1,529.9		0.0		0.0		1,529.9
12-31-2022		14.1		0.0		41.4		12.5		0.0		0.0		104.106		0.000		0.000		1,300.2		0.0		0.0		1,300.2
12-31-2023		12.2		0.0		35.7		10.7		0.0		0.0		104.106		0.000		0.000		1,118.7		0.0		0.0		1,118.7
12-31-2024		10.6		0.0		31.1		9.4		0.0		0.0		104.106		0.000		0.000		975.2		0.0		0.0		975.2
12-31-2025		9.3		0.0		27.2		8.2		0.0		0.0		104.106		0.000		0.000		853.3		0.0		0.0		853.3
12-31-2026		8.2		0.0		24.1		7.3		0.0		0.0		104.106		0.000		0.000		754.8		0.0		0.0		754.8
12-31-2027		7.3		0.0		21.4		6.5		0.0		0.0		104.106		0.000		0.000		672.4		0.0		0.0		672.4
SUBTOTAL		321.3		0.0		941.9		283.9		0.0		0.0		104.106		0.000		0.000		29,559.8		0.0		0.0		29,559.8
REMAINING		68.8		0.0		201.9		60.8		0.0		0.0		104.106		0.000		0.000		6,333.8		0.0		0.0		6,333.8
TOTAL		390.2		0.0		1,143.7		344.8		0.0		0.0		104.106		0.000		0.000		35,893.6		0.0		0.0		35,893.6
CUM PROD		0.0		0.0		0.0
ULTIMATE		390.2		0.0		1,143.7

PERIOD ENDING M-D-Y					NET DEDUCTIONS/EXPENDITURES								FUTURE NET REVENUE
	NUMBER OF ACTIVE COMPLETIONS				TAXES				CAPITAL COST		OPERATING EXPENSE		UNDISCOUNTED				DISCOUNTED AT 10%				PRESENT WORTH PROFILE
					PRODUCTION		AD VALOREM						PERIOD		CUM		PERIOD		CUM		DISC RATE	CUM PW
	GROSS		NET		M$		M$		M$		M$		M$		M$		M$		M$		%	M$
12-31-2013		0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0	8		1,947.0
12-31-2014		2		1.8		1.9		18.2		11,480.0		373.4		-10,502.3		-10,502.3		-8,963.0		-8,963.0	12		293.2
12-31-2015		6		5.3		8.2		80.3		2,115.0		1,709.0		2,123.6		-8,378.7		1,602.1		-7,360.8	15		-573.5
12-31-2016		6		5.3		6.3		61.7		0.0		1,353.8		3,213.5		-5,165.2		2,308.4		-5,052.4	20		-1,566.1
12-31-2017		6		5.3		4.7		46.7		0.0		1,053.8		2,402.2		-2,763.0		1,568.2		-3,484.2	25		-2,195.7
12-31-2018		6		5.3		3.7		36.6		0.0		850.5		1,862.9		-900.1		1,105.4		-2,378.8	30		-2,598.4
12-31-2019		6		5.3		3.0		29.5		0.0		704.7		1,482.5		582.4		799.6		-1,579.2	35		-2,853.3
12-31-2020		6		5.3		2.5		24.4		0.0		597.4		1,207.7		1,790.1		592.0		-987.2	40		-3,008.9
12-31-2021		6		5.3		2.1		20.4		0.0		513.1		994.4		2,784.4		443.1		-544.1	45		-3,096.3
12-31-2022		6		5.3		1.8		17.3		0.0		448.5		832.7		3,617.2		337.3		-206.8	50		-3,136.1
12-31-2023		6		5.3		1.5		14.9		0.0		396.8		705.5		4,322.7		259.8		53.0
12-31-2024		6		5.3		1.3		13.0		0.0		355.4		605.5		4,928.2		202.7		255.7
12-31-2025		6		5.3		1.2		11.4		0.0		320.1		520.7		5,448.9		158.4		414.1
12-31-2026		6		5.3		1.0		10.0		0.0		291.2		452.5		5,901.4		125.2		539.2
12-31-2027		6		5.3		0.9		8.9		0.0		266.9		395.6		6,297.1		99.5		638.7
SUBTOTAL						39.9		393.2		13,595.0		9,234.6		6,297.1		6,297.1		638.7		638.7
REMAINING						8.6		84.3		600.0		3,411.7		2,229.2		8,526.3		395.2		1,033.9
TOTAL OF 40.6 YRS						48.5		477.5		14,195.0		12,646.3		8,526.3		8,526.3		1,033.9		1,033.9

PRELIMINARY RUN - FOR REVIEW ONLY All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON CONSTANT PRICE AND COST PARAMETERS

Page 25

	BASIC DATA AS OF DECEMBER 31, 2012
SANTA MARIA ENERGY, LLC INTEREST		SUMMARY - CERTAIN PROPERTIES LOCATED IN THE MONTEREY RESERVOIR
	PROVED UNDEVELOPED RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		ACTIVE COMPLTNS				GROSS ULTIMATE				WORKING INTEREST				REVENUE INTEREST				OIL/CND $/BBL				NGL $/BBL				GAS $/MCF				GRS OPERATING EXPENSE M$/M				LIFE
PHDWIN ID						OIL/CND		GAS
	LEASE NAME	OIL		GAS		MBBL		MMCF		START		END		START		END		START		END		START		END		START		END		START		END		YRS
PROVED UNDEVELOPED RESERVES
00123	7-31 HZ		1		0		65.0		190.5		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		28.6		1.0		39.6
00121	12-31 HZ		1		0		65.0		190.5		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		28.6		1.0		40.1
00187	22-31 HZ		1		0		65.0		190.7		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		28.6		1.0		40.4
00129	23-31 HZ		1		0		65.0		190.7		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		28.6		1.0		40.4
00128	25-31 HZ		1		0		65.0		190.7		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		28.6		1.0		40.5
00120	29-31 HZ		1		0		65.0		190.7		100.000		100.000		88.367		88.367		104.106		104.106		0.000		0.000		0.000		0.000		28.6		1.0		40.6
02407	FIXED EXP MONT PUD		0		0		0.0		0.0		99.150		99.150		90.790		90.790		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		40.5
02376	OM PUD ABANDONMENT		0		0		0.0		0.0		100.000		100.000		100.000		100.000		0.000		0.000		0.000		0.000		0.000		0.000		0.0		0.0		0.0
TOTAL - PUD RESERVES							390.2		1,143.7

  All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON CONSTANT PRICE AND COST PARAMETERS

Page 26

	RESERVES AND ECONOMICS AS OF DECEMBER 31, 2012
SANTA MARIA ENERGY, LLC INTEREST		SUMMARY - CERTAIN PROPERTIES LOCATED IN THE MONTEREY RESERVOIR
	PROVED UNDEVELOPED RESERVES	ORCUTT FIELD, SANTA BARBARA COUNTY, CALIFORNIA

		GROSS RESERVES						NET RESERVES						GROSS REVENUE								TOTAL TAXES M$		NET CAP COST M$		OPERATING EXPENSE M$		NET REVENUE M$		CUM P.W. 10% M$
PHDWIN ID	LEASE NAME	OIL/CND MBBL		NGL MBBL		GAS MMCF		OIL/CND MBBL		NGL MBBL		GAS MMCF		OIL/CND M$		NGL M$		GAS M$		TOTAL M$
PROVED UNDEVELOPED RESERVES
00123	7-31 HZ		65.0		0.0		190.5		57.5		0.0		0.0		5,982.3		0.0		0.0		5,982.3		87.7		2,075.0		1,850.3		1,969.3		472.0
00121	12-31 HZ		65.0		0.0		190.5		57.5		0.0		0.0		5,982.3		0.0		0.0		5,982.3		87.7		2,075.0		1,850.4		1,969.2		449.8
00187	22-31 HZ		65.0		0.0		190.7		57.5		0.0		0.0		5,982.3		0.0		0.0		5,982.3		87.7		2,075.0		1,850.3		1,969.3		435.7
00129	23-31 HZ		65.0		0.0		190.7		57.5		0.0		0.0		5,982.3		0.0		0.0		5,982.3		87.7		2,365.0		1,850.3		1,679.3		188.2
00128	25-31 HZ		65.0		0.0		190.7		57.5		0.0		0.0		5,982.3		0.0		0.0		5,982.3		87.7		2,365.0		1,850.3		1,679.2		186.7
00120	29-31 HZ		65.0		0.0		190.7		57.5		0.0		0.0		5,982.3		0.0		0.0		5,982.3		87.7		2,640.0		1,850.3		1,404.3		-46.5
02407	FIXED EXP MONT PUD		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		1,544.3		-1,544.3		-640.6
02376	OM PUD ABANDONMENT		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		600.0		0.0		-600.0		-11.5
TOTAL - PUD RESERVES			390.2		0.0		1,143.7		344.8		0.0		0.0		35,893.6		0.0		0.0		35,893.6		526.0		14,195.0		12,646.3		8,526.3		1,033.9

  All estimates and exhibits herein are part of this NSAI report and are subject to its parameters and conditions. BASED ON CONSTANT PRICE AND COST PARAMETERS

Page 27

EX-99.5

Exhibit 99.5

	Gaffney, Cline & Associates, Inc.
	1300 Post Oak Blvd., Suite 1000
	Houston, TX 77056
	Telephone: +1 713 850 9955
	www.gaffney-cline.com
VKB/gjh/C2012.04/gcah.124.12	April 18, 2012

Mr. Ramon Elias

Santa Maria Pacific Holdings, LLC

2811 Airport Drive

Santa Maria, CA 93455

Reserve Evaluation Report as of December 31, 2011;

Orcutt Field, Careaga Tract, Monterey Formation,

Santa Barbara County, California, USA                   

Dear Mr. Elias:

This reserve evaluation has been prepared by Gaffney, Cline & Associates (GCA) at the request of Santa Maria Pacific Holdings LLC (SMPH) of Santa Maria, California to conduct an independent estimate of the Careaga Tract Monterey Formation reserves as of December 31, 2011¹. The Careaga Tract has two producing horizons², the Monterey and the shallower Diatomite that are owned respectively by SMPH’s wholly owned subsidiaries, Gitte-Ten, LLC, (GTL) and Orcutt Properties LLC (OPL). The corresponding operators of the respective formations are GTL and Santa Maria Pacific LLC (SMP) which is also a wholly owned subsidiary of SMPH. The present reserve estimates are compiled on the basis of SMPH’s stated working and net revenue interests (including reversions)

On the basis of technical and other information made available to us concerning this property unit, we hereby provide the reserve statement given in the table below:

Table 1: Statement of Remaining Hydrocarbon Volumes

Monterey Formation, Careaga Tract, Orcutt Field, California

as of December 31, 2011

	Gross (100%) Field				Reserves, Net of
	Volumes				Royalties
	Liquids		Gas		Net Oil		Gas
Reserves	(MMstb)		(BCF)		(MMstb)		(BCF)
Proved
Developed Producing		1.31		3.06		1.13		2.66
Developed Non-Producing		0.17		0.05		0.15		0.04
Undeveloped		0.71		0.36		0.63		0.31
Total Proved (1P)		2.18		3.46		1.91		3.02
Proved + Probable (2P)		2.75		3.75		2.41		3.27
Proved + Probable + Possible (3P)		3.04		3.89		2.66		3.40

¹  The present evaluation is an update to a previous evaluation conducted by GCA as of March 23, 2011.

²  Both producing zones belong to the same formation, the Sisquoc formation, which is quite extensive in Western and Central California. The shallower zone is a diatomaceous rock and referred to as “Diatomite” and the deeper zone is a siliceous fractured shale referred to as “Monterey”.

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VKB/gjh/C2012.04/gcah.124.12 Santa Maria Pacific Holdings, LLC

Hydrocarbon liquid volumes represent crude oil that was estimated to be recovered during field separation and are reported in millions of stock tank barrels (MMstb) at standard conditions³. Natural gas volumes represent expected gas sales, and are reported in billions (10⁹) of cubic feet (Bcf) at standard conditions. Proved gas volumes are based on firm and existing gas contracts, and on the reasonable expectation that such gas sales contracts will be renewed on similar terms in the future. Royalties payable to the rightful royalty interest owners have been deducted from the net volumes.

The associated gas is currently used as fuel gas for steam generation in the concurrent Orcutt Diatomite development. Therefore the volumes of gas estimated to be produced from the Monterey Formation after December 2011 are included as reserves on the basis of their current and planned use either as fuel for steam generation for the diatomite development or for sales.

The Careaga Tract has about 75 wells and the tract production from the Monterey Formation is from 46 wells and is about 250 barrels of oil per day (bopd). GCA used decline curve analysis on a well basis to project developed production volumes.

The non-producing behind pipe and undeveloped production projections were partially based on estimates provided by SMPH on a well basis and were adjusted by GCA on the basis of analogous performance and in relation to the in-place estimates. A detailed technical discussion of analogous field performance was presented in the GCA (12/9/2009) report “Estimation of the Careaga Tract Monterey Formation Reserves; Orcutt Field, Santa Barbara County, California”. The technical merits and work process described in the above referenced report apply in principle to the present work with the exception of minor adjustments driven by the updated production volumes, tests and costs. The current evaluation was based on information provided by SMPH to GCA through December 31, 2011 and included such tests, procedures and adjustments as were considered necessary. All inquiries that arose during the course of the evaluation process were resolved to our satisfaction.

The commerciality and economic tests for the December 31, 2011 reserves volumes were based on SMPH’s future scenario of oil and gas which gives realized crude oil and gas sales prices as shown in the following table:

Table 2: Product Prices

Effective Date	Crude Oil US$/Bbl		Gas US$/MMBtu		Gas US$/Mcf
Average 2011		106.53		2.76		3.03
Thereafter		106.53		2.76		3.03
(heating value, 1100 Mcf/MBtu)

³  14.7 pounds force per square inch absolute and 60 degrees Fahrenheit.

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VKB/gjh/C2012.04/gcah.124.12 Santa Maria Pacific Holdings, LLC

This price scenario reflects the averages for 2011 derived from prices in effect on the first day of each month and are net of transportation and quality adjustments. Royalties vary by well between 12.5% and 19.55%. SMPH has advised that production from new wells would have a 1/6th royalty (16.67%) unless they are permitted as re-drills from existing wellbores, in which case SMPH expects that the 1/8th (12.5%) royalty would be applied. GCA has used the 1/8th royalty for new development wells as SMPH has advised that they plan to drill all the development wells from existing idle wellbores.

Future capital costs were derived from development plans prepared by SMPH for the field. Recent historical operating expense data were utilized as the basis for operating cost projections. The operating cost model was adopted by GCA and it conforms with the 2012 forecasted costs that includes a total operating cost of US$2.697 MM. A cost breakdown (as Expenses) was supplied by SMPH for the Monterey reservoir to develop a profile of expenses from the as of date (December 31, 2011) to the end of life (EOL) of the economic forecast for the Monterey reservoir. A schematic of the Total Expense breakdown is provided in Figure 1.

Figure 1: Total Expense breakdown and general schematic of expenses over time

By forecasting both well and field fixed costs, a fixed cost base can be maintained and held constant to the EOL of the economic forecast. At the same time, the total fixed well costs will naturally decrease as individual wells become uneconomic. The first step in the process is to take several years of historical lease operating statements (LOS) and sort fixed and variable expenses from the total expenses. Historical total expenses were provided and analyzed by the client. The economic unit costs identified by SMPH for all cases except the horizontal wells are shown below:

Fixed Field: US$53,917/month

Fixed Well: US$1,160/month/well

Variable Water unit cost: US$0.20/bblw

Variable Oil unit cost: US$15.02/bblo

3

VKB/gjh/C2012.04/gcah.124.12 Santa Maria Pacific Holdings, LLC

SMPH also identified 9 workover opportunities that will cost in total US$0.398 MM. These correspond to the PDNP behind pipe potential once the workovers are completed. The first intervention is scheduled to start in October 2012.

In 2011, the first horizontal well (90-31-rd) of the 15-well horizontal program was drilled. Well 90-31-rd has a lateral length of 2,040 feet. Because of the uncertainty associated with the lower than predicted oil production performance of well 90-31-rd which was originally based on analogue horizontal wells in the Monterey Formation, the original development plan was adjusted. Eight (8) horizontal wells are included in the proved undeveloped category as these are committed to be drilled by SMPH. Six (6) horizontal wells are included in the contingent resources class, depending on the performance of the initial eight wells. For the horizontal wells, the economic unit costs defined by SMPH are as shown above, with the exception of the following:

Variable Oil unit cost, which is US$5.27/bblo

GCA did not apply any price or cost escalations or any inflation-based adjustments in the yearly cash flow projections that are presented in Appendix I. Please note that the Net Present Values are presented using a 9% discount rate, as requested by SMPH. These cash flow estimates were used to determine the economic limit of the associated reserves and to determine the commerciality of the project and do not represent an opinion of asset value.

It is GCA’s opinion that the estimates of total remaining recoverable hydrocarbon liquid volumes as of December 31, 2011 are, in the aggregate, reasonable and have been prepared in accordance with the reserves definitions in the Petroleum Resources Management System (PRMS) approved by the Society of Petroleum Engineers, World Petroleum Council, American Association of Petroleum Geologists and Society of Petroleum Evaluation Engineers in March 2007. A brief description of these definitions is provided in Appendix III.

This assessment has been conducted within the context of GCA’s understanding of SMPH’s petroleum property rights as represented by SMPH management. GCA is not in a position to attest to property title, financial interest relationships or encumbrances thereon for any part of the appraised properties or interests.

There are numerous uncertainties inherent in estimating reserves and resources, and in projecting future production, development expenditures, operating expenses and cash flows.

Oil and gas reserve engineering and resource assessment must be recognized as a subjective process of estimating subsurface accumulations of oil and gas that cannot be measured in an exact way. Estimates of oil and gas reserves or resources prepared by other parties may differ, perhaps materially, from those contained within this report. The accuracy of any Reserve or Resource estimate is a function of the quality of the available data and of engineering and geological interpretation. Results of drilling, testing and production that post-date the preparation of the estimates may justify revisions, some or all of which may be material. Accordingly, Reserve and Resource estimates are often different from the quantities of oil and gas that are ultimately recovered, and the timing and cost of those volumes that are recovered may vary from that assumed.

For this assignment, GCA served as independent Reserve evaluators. The firm’s officers and employees have no direct or indirect interest holding in the property unit evaluated. GCA’s remuneration was not in any way contingent on reported reserve or resource estimates.

4

VKB/gjh/C2012.04/gcah.124.12 Santa Maria Pacific Holdings, LLC

Finally, please note that GCA reserves the right to approve, in advance, the use and context of the use of any results, statements or opinions expressed in this report. Such approval shall include, but not be confined to, statements or references in documents of a public or semi-public nature such as loan agreements, prospectuses, reserve statements, press releases, etc. This report has been prepared for SMPH and should not be used for purposes other than those for which it is intended.

Very truly yours,

GAFFNEY, CLINE & ASSOCIATES, INC.

Vivian K. Bust, PE, RG

Professional Petroleum Engineer CA 1837

Project Manager

Rawdon J. H. Seager

Principal - Reservoir Engineering

Attachments
Appendices	I:	Yearly Cash Flow Projections
	II:	Technical Discussion
	III:	Petroleum Resources Management System Definitions and Guidelines

5

APPENDIX I:

Yearly Cash Flow Projections

Date :   04/19/2012     12:26:12PM	ECONOMIC SUMMARY PROJECTION		Total
Partner :                     All Cases
	Orcutt Monterey Jan-2012 Update
	Pdp Case - Kill Date (8/1/2051)
	Discount Rate :	9.00
	As of :	01/01/2012

Est. Cum Oil (Mbbl) :	10,632.77
Est. Cum Gas (MMcf) :	5,022.89
Est. Cum Water (Mbbl) :	27,651.23

Year		Oil Gross (Mbbl)		Gas Gross (MMcf)		Oil Net (Mbbl)		Gas Net (MMcf)		Oil Price ($/bbl)		Gas Price ($/Mcf)		Oil & Gas Rev. Net (M$)		Misc. Rev. Net (M$)		Costs Net (M$)		Taxes Net (M$)		Invest. Net (M$)		NonDisc. CF Annual (M$)		Cum Disc. CF (M$)
2012			74.18		169.46		64.21		146.36		106.53		3.03		7,283.86		0.00		2,630.64		133.30		0.00		4,519.92		4,334.44
2013			67.65		161.49		58.57		139.70		106.53		3.03		6,662.99		0.00		2,553.68		120.38		0.00		3,988.93		7,842.25
2014			63.24		152.39		54.78		131.97		106.53		3.03		6,236.32		0.00		2,491.60		111.55		0.00		3,633.17		10,773.31
2015			60.04		143.78		52.04		124.62		106.53		3.03		5,921.56		0.00		2,439.01		105.10		0.00		3,377.44		13,272.03
2016			60.89		138.64		52.88		120.35		106.53		3.03		5,997.79		0.00		2,401.25		107.46		0.00		3,489.08		15,642.16
2017			56.17		129.56		48.77		112.53		106.53		3.03		5,536.80		0.00		2,339.61		97.81		0.00		3,099.38		17,572.59
2018			55.78		124.59		48.47		108.30		106.53		3.03		5,492.00		0.00		2,309.11		97.23		0.00		3,085.66		19,336.34
2019			52.08		117.46		45.26		102.15		106.53		3.03		5,131.27		0.00		2,256.57		89.76		0.00		2,784.94		20,796.74
2020			49.08		111.43		42.65		96.96		106.53		3.03		4,837.89		0.00		2,206.63		83.81		0.00		2,547.45		22,022.19
2021			46.35		105.72		40.27		92.02		106.53		3.03		4,569.47		0.00		2,167.41		78.24		0.00		2,323.82		23,047.63
2022			44.04		100.77		38.26		87.74		106.53		3.03		4,342.03		0.00		2,133.22		73.53		0.00		2,135.28		23,912.09
2023			41.94		96.20		36.44		83.78		106.53		3.03		4,135.83		0.00		2,101.27		69.28		0.00		1,965.28		24,642.07
2024			38.04		90.20		33.02		78.59		106.53		3.03		3,755.90		0.00		1,861.65		65.14		0.00		1,829.12		25,265.32
2025			36.10		85.60		31.34		74.64		106.53		3.03		3,565.30		0.00		1,802.95		61.78		0.00		1,700.58		25,796.85
2026			34.68		82.11		30.11		71.62		106.53		3.03		3,425.20		0.00		1,779.15		58.92		0.00		1,587.14		26,252.00
Rem.			526.14		1,248.20		457.62		1,093.39		106.53		3.03		52,064.54		0.00		36,098.59		836.55		11,009.09		4,120.31		2,282.36
Total	39.6		1,306.40		3,057.58		1,134.71		2,664.73		106.53		3.03		128,958.73		0.00		69,572.32		2,189.83		11,009.09		46,187.49		28,534.36
Ult.			11,939.16		8,080.47

Eco. Indicators
Return on Investment (disc) :	0.000	Present Worth Profile (M$)
Return on Investment (undisc) :	0.000	PW	5.00	% :	36,004.72	PW	20.00	% :	17,949.45
Years to Payout :	0.00	PW	8.00	% :	30,148.41	PW	30.00	% :	13,642.99
Internal Rate of Return (%) :	0.00	PW	10.00	% :	27,072.04	PW	40.00	% :	11,160.99
		PW	12.00	% :	24,543.48	PW	50.00	% :	9,547.56
		PW	15.00	% :	21,537.17	PW	60.00	% :	8,413.73

TRC Standard Eco.rpt 1

Date :   04/19/2012     12:36:02PM	ECONOMIC SUMMARY PROJECTION		Total
Partner :                     All Cases
	Orcutt Monterey Jan-2012 Update
	Pdp+Pdnp No Kill (50 yr)
	Discount Rate :	9.00
	As of :	01/01/2012

Est. Cum Oil (Mbbl) :	15,510.06
Est. Cum Gas (MMcf) :	6,913.49
Est. Cum Water (Mbbl) :	36,607.89

Year		Oil Gross (Mbbl)		Gas Gross (MMcf)		Oil Net (Mbbl)		Gas Net (MMcf)		Oil Price ($/bbl)		Gas Price ($/Mcf)		Oil & Gas Rev. Net (M$)		Misc. Rev. Net (M$)		Costs Net (M$)		Taxes Net (M$)		Invest. Net (M$)		NonDisc. CF Annual (M$)		Cum Disc. CF (M$)
2012			78.06		170.42		67.64		147.21		106.53		3.03		7,651.61		0.00		2,880.90		130.88		290.00		4,349.83		4,168.53
2013			91.81		169.68		79.67		146.82		106.53		3.03		8,932.36		0.00		3,255.24		123.85		108.41		5,444.86		8,955.01
2014			80.74		158.14		70.10		136.99		106.53		3.03		7,883.43		0.00		3,114.33		113.09		0.00		4,656.00		12,713.13
2015			73.36		148.01		63.72		128.31		106.53		3.03		7,176.89		0.00		2,987.71		105.43		0.00		4,083.74		15,735.56
2016			71.63		141.97		62.29		123.25		106.53		3.03		7,009.70		0.00		2,895.43		107.04		0.00		4,007.24		18,458.06
2017			65.22		132.33		56.71		114.96		106.53		3.03		6,389.89		0.00		2,807.34		96.89		0.00		3,485.66		20,629.43
2018			63.61		126.98		55.35		110.39		106.53		3.03		6,230.76		0.00		2,757.61		95.96		0.00		3,377.18		22,560.00
2019			58.98		119.55		51.32		103.98		106.53		3.03		5,782.36		0.00		2,690.15		88.22		0.00		3,003.99		24,135.41
2020			55.26		113.30		48.08		98.60		106.53		3.03		5,421.08		0.00		2,628.53		82.07		0.00		2,710.48		25,439.40
2021			51.91		107.40		45.16		93.49		106.53		3.03		5,094.65		0.00		2,579.13		76.31		0.00		2,439.22		26,515.84
2022			49.01		102.25		42.64		89.04		106.53		3.03		4,812.42		0.00		2,528.68		71.43		0.00		2,212.31		27,411.56
2023			46.39		97.49		40.37		84.93		106.53		3.03		4,557.60		0.00		2,479.71		67.03		0.00		2,010.86		28,158.51
2024			42.16		91.40		36.66		79.65		106.53		3.03		4,146.81		0.00		2,234.60		62.79		0.00		1,849.42		28,788.72
2025			39.73		86.61		34.55		75.54		106.53		3.03		3,909.65		0.00		2,152.24		59.29		0.00		1,698.12		29,319.52
2026			38.07		83.06		33.11		72.46		106.53		3.03		3,746.88		0.00		1,945.30		59.90		0.00		1,741.68		29,819.00
Rem.			565.77		1,255.96		492.64		1,100.25		106.53		3.03		55,816.48		0.00		38,448.40		847.94		14,940.91		1,579.24		2,438.08
Total	49.0		1,471.70		3,104.56		1,280.01		2,705.86		106.53		3.03		144,562.57		0.00		78,385.30		2,188.13		15,339.32		48,649.82		32,257.07
Ult.			16,981.76		10,018.04

Eco. Indicators
Return on Investment (disc) :	8,804.598	Present Worth Profile (M$)
Return on Investment (undisc) :	195.599	PW	5.00	% :	40,213.52	PW	20.00	% :	20,559.03
Years to Payout :	0.05	PW	8.00	% :	34,004.73	PW	30.00	% :	15,672.38
Internal Rate of Return (%) :	>1000	PW	10.00	% :	30,664.16	PW	40.00	% :	12,803.72
		PW	12.00	% :	27,891.30	PW	50.00	% :	10,912.77
		PW	15.00	% :	24,566.96	PW	60.00	% :	9,570.33

TRC Standard Eco.rpt 1

Date :   04/19/2012     12:39:36PM	ECONOMIC SUMMARY PROJECTION		Total
Partner :                     All Cases
	Orcutt Monterey Jan-2012 Update
	1P, No Kill Date (50 Yr)
	Discount Rate :	9.00
	As of :	01/01/2012

Est. Cum Oil (Mbbl) :	15,510.06
Est. Cum Gas (MMcf) :	6,913.49
Est. Cum Water (Mbbl) :	36,607.89

Year		Oil Gross (Mbbl)		Gas Gross (MMcf)		Oil Net (Mbbl)		Gas Net (MMcf)		Oil Price ($/bbl)		Gas Price ($/Mcf)		Oil & Gas Rev. Net (M$)		Misc. Rev. Net (M$)		Costs Net (M$)		Taxes Net (M$)		Invest. Net (M$)		NonDisc. CF Annual (M$)		Cum Disc. CF (M$)
2012			82.24		172.51		71.33		149.05		106.53		3.03		8,050.21		0.00		2,918.21		132.14		2,590.00		2,409.86		2,287.27
2013			115.79		181.68		100.86		157.42		106.53		3.03		11,221.94		0.00		3,473.03		131.08		16,208.41		-8,590.58		-5,144.74
2014			135.40		185.50		118.40		161.16		106.53		3.03		13,101.91		0.00		3,623.46		129.58		0.00		9,348.87		2,404.93
2015			116.75		169.73		102.06		147.50		106.53		3.03		11,319.89		0.00		3,415.38		118.52		0.00		7,785.99		8,169.98
2016			108.47		160.40		94.85		139.55		106.53		3.03		10,527.04		0.00		3,275.76		118.15		0.00		7,133.13		13,016.13
2017			97.46		148.47		85.20		129.22		106.53		3.03		9,467.99		0.00		3,154.48		106.61		0.00		6,206.91		16,883.15
2018			92.56		141.47		80.93		123.19		106.53		3.03		8,994.96		0.00		3,081.05		104.69		0.00		5,809.22		20,203.92
2019			85.40		132.77		74.66		115.67		106.53		3.03		8,304.66		0.00		2,995.34		96.19		0.00		5,213.14		22,937.80
2020			79.71		125.54		69.69		109.42		106.53		3.03		7,756.14		0.00		2,919.63		89.44		0.00		4,747.06		25,221.47
2021			74.64		118.77		65.24		103.54		106.53		3.03		7,264.24		0.00		2,857.76		83.16		0.00		4,323.32		27,129.30
2022			70.34		112.92		61.49		98.47		106.53		3.03		6,848.65		0.00		2,797.29		77.86		0.00		3,973.49		28,738.01
2023			66.52		107.57		58.16		93.83		106.53		3.03		6,479.92		0.00		2,739.77		73.10		0.00		3,667.05		30,100.10
2024			61.31		100.99		53.58		88.12		106.53		3.03		5,975.34		0.00		2,487.65		68.57		0.00		3,419.13		31,265.14
2025			57.92		95.72		50.63		83.59		106.53		3.03		5,646.61		0.00		2,398.41		64.77		0.00		3,183.43		32,260.18
2026			55.46		91.76		48.48		80.15		106.53		3.03		5,407.29		0.00		2,185.75		65.15		0.00		3,156.40		33,165.35
Rem.			882.85		1,414.66		772.83		1,240.48		106.53		3.03		86,090.44		0.00		44,758.33		943.56		15,740.91		24,647.63		5,276.00
Total	50.0		2,182.80		3,460.46		1,908.39		3,020.37		106.53		3.03		212,457.25		0.00		89,081.31		2,402.58		34,539.32		86,434.05		38,441.35
Ult.			17,692.86		10,373.95

Eco. Indicators
Return on Investment (disc) :	10,492.409	Present Worth Profile (M$)
Return on Investment (undisc) :	346.736	PW	5.00	% :	54,049.30	PW	20.00	% :	18,925.25
Years to Payout :	0.05	PW	8.00	% :	41,651.08	PW	30.00	% :	11,784.04
Internal Rate of Return (%) :	>1000	PW	10.00	% :	35,593.13	PW	40.00	% :	8,012.98
		PW	12.00	% :	30,788.82	PW	50.00	% :	5,776.52
		PW	15.00	% :	25,260.63	PW	60.00	% :	4,349.58

TRC Standard Eco.rpt 1

Date :   04/19/2012     12:45:54PM	ECONOMIC SUMMARY PROJECTION		Total
Partner :                     All Cases
	Orcutt Monterey Jan-2012 Update
	2P No Kill Date (50 yr)
	Discount Rate :	9.00
	As of :	01/01/2012

Est. Cum Oil (Mbbl) :	15,510.06
Est. Cum Gas (MMcf) :	6,913.49
Est. Cum Water (Mbbl) :	36,607.89

Year		Oil Gross (Mbbl)		Gas Gross (MMcf)		Oil Net (Mbbl)		Gas Net (MMcf)		Oil Price ($/bbl)		Gas Price ($/Mcf)		Oil & Gas Rev. Net (M$)		Misc. Rev. Net (M$)		Costs Net (M$)		Taxes Net (M$)		Invest. Net (M$)		NonDisc. CF Annual (M$)		Cum Disc. CF (M$)
2012			85.58		174.18		74.28		150.53		106.53		3.03		8,369.09		0.00		2,942.49		133.15		2,590.00		2,703.45		2,562.66
2013			134.97		191.29		117.81		165.91		106.53		3.03		13,053.61		0.00		3,612.56		136.87		16,208.41		-6,904.23		-3,403.77
2014			179.12		207.38		157.04		180.50		106.53		3.03		17,276.69		0.00		3,941.67		142.76		0.00		13,192.26		7,250.99
2015			151.47		187.10		132.74		162.86		106.53		3.03		14,634.28		0.00		3,668.43		128.99		0.00		10,836.87		15,276.05
2016			137.94		175.15		120.89		152.58		106.53		3.03		13,340.92		0.00		3,490.95		127.03		0.00		9,722.94		21,881.57
2017			123.25		161.38		107.99		140.62		106.53		3.03		11,930.48		0.00		3,343.09		114.39		0.00		8,472.99		27,160.59
2018			115.72		153.06		101.40		133.43		106.53		3.03		11,206.33		0.00		3,250.71		111.68		0.00		7,843.94		31,644.43
2019			106.53		143.35		93.34		125.02		106.53		3.03		10,322.50		0.00		3,150.40		102.56		0.00		7,069.54		35,351.79
2020			99.28		135.33		86.98		118.07		106.53		3.03		9,624.18		0.00		3,063.42		95.34		0.00		6,465.42		38,462.03
2021			92.82		127.87		81.31		111.58		106.53		3.03		8,999.92		0.00		2,991.58		88.65		0.00		5,919.69		41,074.27
2022			87.40		121.46		76.56		106.02		106.53		3.03		8,477.63		0.00		2,923.10		83.01		0.00		5,471.53		43,289.43
2023			82.63		115.63		72.39		100.95		106.53		3.03		8,017.78		0.00		2,858.73		77.96		0.00		5,081.09		45,176.71
2024			76.63		108.65		67.12		94.90		106.53		3.03		7,438.17		0.00		2,600.99		73.19		0.00		4,763.99		46,799.96
2025			72.47		103.00		63.49		90.02		106.53		3.03		7,036.18		0.00		2,506.26		69.16		0.00		4,460.76		48,194.24
2026			69.37		98.73		60.77		86.31		106.53		3.03		6,735.63		0.00		2,289.02		69.34		0.00		4,377.27		49,449.50
Rem.			1,136.51		1,541.61		996.99		1,352.67		106.53		3.03		110,309.60		0.00		46,688.20		1,020.06		15,740.91		46,860.43		7,825.62
Total	50.0		2,751.68		3,745.19		2,411.09		3,271.97		106.53		3.03		266,772.99		0.00		93,321.61		2,574.14		34,539.32		136,337.93		57,275.12
Ult.			18,261.74		10,658.67

Eco. Indicators
Return on Investment (disc) :	15,632.521	Present Worth Profile (M$)
Return on Investment (undisc) :	546.352	PW	5.00	% :	80,419.14	PW	20.00	% :	29,303.40
Years to Payout :	0.05	PW	8.00	% :	61,946.05	PW	30.00	% :	19,009.94
Internal Rate of Return (%) :	>1000	PW	10.00	% :	53,157.10	PW	40.00	% :	13,460.25
		PW	12.00	% :	46,254.45	PW	50.00	% :	10,086.22
		PW	15.00	% :	38,353.02	PW	60.00	% :	7,874.30

TRC Standard Eco.rpt 1

Date :   04/19/2012     12:49:42PM	ECONOMIC SUMMARY PROJECTION		Total
Partner :                     All Cases
	Orcutt Monterey Jan-2012 Update
	3P, No Kill Date (50 yrs)
	Discount Rate :	9.00
	As of :	01/01/2012

Est. Cum Oil (Mbbl) :	15,510.06
Est. Cum Gas (MMcf) :	6,913.49
Est. Cum Water (Mbbl) :	36,607.89

Year		Oil Gross (Mbbl)		Gas Gross (MMcf)		Oil Net (Mbbl)		Gas Net (MMcf)		Oil Price ($/bbl)		Gas Price ($/Mcf)		Oil & Gas Rev. Net (M$)		Misc. Rev. Net (M$)		Costs Net (M$)		Taxes Net (M$)		Invest. Net (M$)		NonDisc. CF Annual (M$)		Cum Disc. CF (M$)
2012			87.25		175.02		75.75		151.27		106.53		3.03		8,528.53		0.00		2,954.63		133.65		2,590.00		2,850.25		2,700.35
2013			144.57		196.09		126.29		170.15		106.53		3.03		13,969.45		0.00		3,682.32		139.76		16,208.41		-6,061.05		-2,533.29
2014			200.98		218.33		176.36		190.17		106.53		3.03		19,364.09		0.00		4,100.78		149.36		0.00		15,113.95		9,674.01
2015			168.82		195.79		148.08		170.53		106.53		3.03		16,291.48		0.00		3,794.95		134.22		0.00		12,362.31		18,829.08
2016			152.67		182.53		133.91		159.10		106.53		3.03		14,747.86		0.00		3,598.54		131.48		0.00		11,017.84		26,314.29
2017			136.14		167.83		119.39		146.33		106.53		3.03		13,161.72		0.00		3,437.40		118.28		0.00		9,606.04		32,299.31
2018			127.30		158.85		111.63		138.56		106.53		3.03		12,312.01		0.00		3,335.54		115.17		0.00		8,861.30		37,364.68
2019			117.10		148.64		102.68		129.69		106.53		3.03		11,331.42		0.00		3,227.93		105.75		0.00		7,997.74		41,558.78
2020			109.06		140.23		95.63		122.40		106.53		3.03		10,558.20		0.00		3,135.31		98.29		0.00		7,324.60		45,082.31
2021			101.90		132.42		89.34		115.60		106.53		3.03		9,867.75		0.00		3,058.49		91.39		0.00		6,717.87		48,046.75
2022			95.93		125.73		84.10		109.79		106.53		3.03		9,292.13		0.00		2,986.00		85.58		0.00		6,220.55		50,565.14
2023			90.68		119.66		79.51		104.52		106.53		3.03		8,786.71		0.00		2,918.22		80.39		0.00		5,788.11		52,715.02
2024			84.29		112.49		73.89		98.29		106.53		3.03		8,169.58		0.00		2,657.67		75.50		0.00		5,436.42		54,567.37
2025			79.75		106.65		69.92		93.24		106.53		3.03		7,730.97		0.00		2,560.19		71.36		0.00		5,099.42		56,161.27
2026			76.33		102.21		66.92		89.38		106.53		3.03		7,399.79		0.00		2,340.65		71.44		0.00		4,987.70		57,591.57
Rem.			1,263.34		1,605.09		1,109.06		1,408.77		106.53		3.03		122,419.18		0.00		47,653.13		1,058.31		15,740.91		57,966.83		9,100.43
Total	50.0		3,036.12		3,887.55		2,662.44		3,397.77		106.53		3.03		293,930.86		0.00		95,441.76		2,659.92		34,539.32		161,289.87		66,692.00
Ult.			18,546.18		10,801.04

Eco. Indicators
Return on Investment (disc) :	18,202.577	Present Worth Profile (M$)
Return on Investment (undisc) :	646.159	PW	5.00	% :	93,604.06	PW	20.00	% :	34,492.48
Years to Payout :	0.05	PW	8.00	% :	72,093.54	PW	30.00	% :	22,622.89
Internal Rate of Return (%) :	>1000	PW	10.00	% :	61,939.09	PW	40.00	% :	16,183.88
		PW	12.00	% :	53,987.26	PW	50.00	% :	12,241.08
		PW	15.00	% :	44,899.22	PW	60.00	% :	9,636.66

TRC Standard Eco.rpt 1

APPENDIX II:

Technical Discussion

TECHNICAL DISCUSSION

INTRODUCTION

The Orcutt Field is located onshore at the West California Coast close to the city of Santa Maria. In that field, SMPH has an interest in the Careaga Tract that constitutes the southern end of the field (Figure 1).

Figure 1: Location of the Orcutt Field and the Careaga Tract outline

The following display (Figure 2) outlines the various leases that SMPH has acquired and holds within the Careaga Tract (within the green outline): Phoenix Energy, L.L.C., 609 acres below 3,000 ft. (within the blue), Gitte-Ten, L.L.C., 177 acres below 3,000 ft. (within the red), Orcutt Properties, L.L.C., 4,024 acres above 3,000 ft. (within the green). The Careaga Tract lies in Section 36 of T9N R34W, Sections 31 and 32 of T9N R33W, and Sections 5, 6, 7, and 8 of T8N R33W SBBM. SMPH has advised that they hold 100% working interest in the tracts previously mentioned which cover the subject hydrocarbon reserves. The hydrocarbon production from this leasehold is burdened by a royalty interest of 1/6^th in wells B-1, B-2, B-3, B-4, and B-5 and a royalty interest of 1/8^th in all other existing wells. Future wells will have a 1/6^th royalty interest, except if they are drilled from existing idle wellbores. In year 2011, SMPH drilled, completed and continues to produce hydrocarbons from the existing horizontal well 90-31-rd. SMPH has committed to drill eight (8) horizontal wells from existing wellbores. Contingent on SMPH’s evaluation of performance of these initial 8 horizontal wells, six (6) additional horizontal wells may be drilled

Figure 2: Location of the Careaga Tract Leases

Monterey Formation

The Monterey Formation in the Orcutt Field, Santa Maria Basin, California is a naturally fractured siliceous rock with a porous matrix. The Monterey Formation was originally deposited by a hemipelagic “rain” of fine-grained (silt- and clay-sized particles) in most Neogene (Pliocene and Miocene age) marine basins in California. The predominant original constituent of the Monterey formation is biogenous-silica (diatom frustules). These are highly soluble and geochemically unstable which leads to patterns of silica-phase diagenesis that affect reservoir characteristics. Other original components include biogenous calcite (coccoliths and foraminifera) and fine grained terrigenous detritus (illite-smectite clay, feldspar and quartz). In some rocks, organic matter is a major primary constituent. In some areas, interbedded clastic sediments deposited by turbidity currents are locally important in the Monterey (Isaacs, 1981, 1984).

There are three mineralogical phases of silica-diagenetic observed the Monterey formation: 1) opal-A, a hydrated form of amorphous biogenous silica mostly composed of diatoms; 2) opal-CT, a metastable form composed of interlayered a-cristobalite and a-tridymite silica; and 3) diagenetic quartz, results from dissolution and re-precipitation of opal-CT with increasing temperature (depth). Silica phases are generally transformed by nearly in-situ solution-precipitation which is accompanied by abrupt step-reduction in porosity (Isaacs, 1981, 1984). The boundaries between the silica-phases are represented by transition intervals (up to 1200 feet) between abrupt step-reduction in porosity at the transitions of opal-A to opal-CT and of opal-CT to diagenetic quartz).

Each silica diagenetic phase is represented by an array of rock types and properties: 1) opal-A rocks are friable, highly porous (60 -70%) diatomaceous rock, 2) opal-CT rocks are cohesive, moderately porous (20-35%) and include chert, porcelanite and siliceous shale/mudstone; and 3) diagenetic quartz rocks are cohesive with low porosity (0-20%) and include chert porcelanite and siliceous shale/mudstone. Understanding these three rock types and their boundaries are essential for meaningful correlation and rock property determination within the Monterey formation. Patterns of carbonate diagenesis also influence rock types and reservoir physical properties (Isaacs, 1984). For example, dolostones are important reservoir rock types in the Santa Maria Basin.

Fracture intensity is related to rock type. Outcrop studies of fractures show that fracture intensity in the Monterey formation is higher in the diagenetic-quartz bearing rocks than in the opal-CT bearing rocks. In general, fracture intensity decreases for the following sequence of rock types: chert, porcelanite, dolostone and marl (Isaacs, 1984).

Dilation brecciation due to dolomitization has been proposed as a mechanism for fracturing, petroleum expulsion and dolomitization in the Monterey formation (Roehl, 1983). Dilation breccia is a distinct form of non-depositional breccia which may occur in tectonic provinces. Tectonic stresses cause an initial compression and subsequent dilation (elastic) of rock microcracks (microfractures) and imperfections. These microcracks are propagated inelastically with continued stress can develop into major fracture networks. Fracturing associated with the excess pore fluid pressures, triggers flow of connate fluids into newly fractured strata. The resulting reduction in fluid pressure and temperature causes precipitation of the “fracture-healing” dolomite. The dilation process is repeated. Reportedly, the majority of fractured “hard rocks” in mudlog descriptions are cherts or dolomites (Isaacs, 1984). It has been observed that minor amounts of limestone, and locally dolomite, occur in the Monterey and that extremely brittle cherts are restricted to carbonate-bearing strata (Isaacs, 1984). These reported descriptions and observations lend support to the dilation brecciation theory.

Key to the development of Monterey Formation reservoirs is an understanding of the regional and local stress regime (current and past), fault and fractures (major to micro) locations and orientations, stratigraphy, lithology and related diagenetic phases along with rock and fluid properties.

3D Structure Model

A 3D Structure Model was constructed with Petrel software in year 2008 using 2D grid surfaces provided by SMPH. The 2D grid surfaces were mapped by SMPH using Surfer software with input tops from 12 wells (16-31(36X), 26X-31, 37-32, 46-32, 47X-31, B-1, B-2, B-3, B-4, B-5, City Oil 6 and 56-31). Stratigraphically from top to base, the 2D surfaces included the Arenaceous, Cherty, Bentonitic, Buff & Brown and Monterey Structure Base. These 2D surfaces reflect the NW-SE trending fault located at the western edge of the property. Available well logs were loaded into the structure model which includes the horizontal well 90-31-rd drilled in year 2011. In 2011, available sidewall core data from wells 46-32, 50-31 and 73-31 were reviewed and loaded into the 3D structure model.

The original OWC was estimated by SMPH at -3,100 ft SSTVD. In 2007 and 2008, SMPH open-hole logged five wells (73-31, 55-31, 52-31, 61-32 and 46-31) that had been open-hole completed within the Monterey producing interval. In well 73-31, SMPH estimated that the current OWC was at -2,672 ft SSTVD. This current OWC depth was confirmed by SMPH through various attempts to isolate the water production from the interval. Additional information is located in the GCA report C1731.00/gcah.182.09 which was previously submitted to SMPH.

Plan of Development (POD) for the Horizontal Wells

The trajectories for the 8 planned and 6 contingent horizontal wells were loaded into the 3D structure model to evaluate their locations relative to each other and the structure surfaces of the Monterey Formation. Three groups of lateral target elevations of -1,900, -2,100 and -2,300 ft TVDSS are planned for the horizontal wells. The lateral orientation of the planned and active horizontal wells is generally along the strike of the mapped Monterey structure surfaces. The primary lateral target is within the Buff and Brown interval at structural elevations of -2,100 and -2,300 ft TVDSS. A secondary lateral target is within the Arenaceous interval at structural elevation of -1,900 ft TVDSS. The producing horizontal well 90-31 is the Buff and Brown interval at a structural elevation of approximately -2,100 ft TVDSS.

As part of routine well planning, it is expected that the planned trajectories will be modified and checked for collision avoidance issues with existing horizontal and vertical wells. Collision avoidance may be an issue for the planned trajectories of wells 88-31 and 57-31 because their well path courses are only about 100 feet apart at a structural depth of -2,300 ft TVDSS.

The horizontal well drilling depth and lateral length targets are shown by structural group in the following table (Table 1) and the location maps of the horizontal wells are shown by structural group in the following figures (Figures 3, 4, and 5). In this report, the reserve categorization of the horizontal wells is specified to consist of: 1 Proved Developed Producing (PDP), 8 Proved Undeveloped (PUD) and 6 Contingent Resource (1C) wells. For the Proved-plus-Probable and Proved-plus-Probable-plus-Possible groupings, the initial rate for the 8 Proved undeveloped cases was increased.

Table 1: Horizontal Well Drilling Depth and Lateral Length by Structural Group

SMP Well Name	Structure Group feet-TVDSS		KB Elev feet above msl		KB feet-md		Heel feet-md		Toe feet-md		Lateral Length feet-md
12-31		-1900		844.088		0		2744		5546		2802
25-36		-1900		717.283		0		2617		5425		2808
22-36		-2100		776.889		0		2876		5481		2605
29-31		-2100		726.66		0		2826		5071		2245
85-31		-2100		901.465		0		3001		5441		2440
84-32		-2100		1026.14		0		3126		5597		2471
77-31		-2100		914.127		0		3014		5557		2543
90-31-rd		-2100		860		0		2960		4999		2039
7-31		-2300		847.119		0		3147		6042		2895
28-31		-2300		740		0		3040		6358		3318
73-31		-2300		1053.946		0		3353		6157		2804
88-31		-2300		935.38		0		3235		6859		3624
57-32		-2300		947.208		0		3247		5610		2363
86-31		-2300		938.136		0		3238		5616		2378
23-36		-2300		775.314		0		3075		5976		2901

Figure 3: Location of Planned Horizontal Wells (2) by Structural Group -1,900 feet-TVDSS

Figure 4: Location of Planned Horizontal Wells (5) and Existing

HW-90-31-rd by Structural Group -2,100 feet-TVDSS

Figure 5: Location of Horizontal Wells (7) by Structural Group -2,300 feet-TVDSS

The 3D structure model displays the Buff & Brown surface and the horizontal well structural group -2,100 ft TVDSS in the following figure (Figure 6). The well paths of the 5 planned horizontal wells and the one existing horizontal well 90-31-rd are shown in Figure 5. The horizontal well development area of 555 acres is also identified in Figure 6.

Figure 6: Horizontal wells displayed on 3D structure model at -2,100 feet-TVDSS

Petrophysical Data

There is limited well log and core data for the Monterey Formation, Careaga Tract, Orcutt Field. Average porosity and fluid saturations for the Buff and Brown were based on a sidewall cores from vertical wells 73-31, 50-31 and 46-32. Average porosity of 29%bv (bulk volume) and average oil saturation of 40%pv (pore volume) and average water saturation of 60%pv were used in the oil-in-place calculations for the Development Area of 555 acres for the planned 8 horizontal wells and 6 contingent horizontal wells. A conservative net to gross (NTG) ratio of 45% and Bo of 1.09 rb/stb were also used in the oil-in-place. The initial volumetric calculations and material balance analysis were summarized in the GCA report C1731.00/gcah.182.09 dated July 9, 2009. The GCA (2009 report) oil-in-place analysis was estimated for a lease area of 1110 acres.

Oil-In-Place for Horizontal Well Development Area (555 acres)

The Monterey Formation static volumetric analysis was based on a 555 acre area encompassing the POD for the horizontal wells. The OIP was calculated for the 555 acre area for both the original and current OWC depths as shown in the following tables. Table 2 summarizes the OIP above the Current OWC and Table 3 summarizes the OIP above the Original OWC.

Table 2: OIP above the Current OWC for Horizontal Well Development Area

3D Model Results: OIP above Current OWC

Horizontal Well Development Area of 555 acres

OWC =-2,672 feet TVDSS NTG = 45% Phi = 29% Sw = 60% Bo = 1.09

	Bulk		Net		Pore		HCPV
Zones	volume		volume		volume		Oil		OIP
	Ac-feet		Ac-feet		Ac-feet		MMRB		MMSTB
Arenaceous		2,747		1,236		358		26		23
Cherty		1,275		574		166		12		11
Bentonitic		2,368		1,066		309		22		20
Buff & Brown		8,308		3,739		1,084		77		71
Total										125

Table 3: OIP above the Original OWC for Horizontal Well Development Area

3D Model Results: OIP above Original OWC

Horizontal Well Development Area of 555 acres

OWC = -3,100 feet TVDSS NTG = 45% Phi = 29% Sw = 60% Bo = 1.09

	Gross		Net
Zones	Rock Volume		Rock Volume		Pore volume		HCPV Oil		OIP
	Ac-feet		Ac-feet		Ac-feet		MMRB		MMSTB
Arenaceous		63,200		28,444		8,242		26		23
Cherty		30,372		13,659		3,972		12		11
Bentonitic		56,841		25,574		7,415		23		21
Buff & Brown		251,309		113,085		32,805		102		93
Total										148

Oil-In-Place for SMPH’s Lease Area (1110 acres)

The reservoir fluid flow is affected by the natural fracture system in the low matrix permeability Monterey Formation. GCA has reviewed the structural maps, petrophysical data and reports from previous operators that SMPH has provided in support of their original oil-in-place (OOIP) and current oil-in-place (OIP) calculations. The OOIP in the Monterey Formation was determined to be about 260 MMstb. (GCA report C1731.00/gcah.182.09 dated July 9, 2009). Production started in the early 1900s and records through December 31, 2011 indicate that 23.5 MMstb have been produced. Thus, across the Lease Area (1110 acres) the remaining oil-in-place volume is about 236.5 MMstb. As a result of water influx from a weak bottom aquifer and the fractured and faulted nature of the reservoir rock, the present water-oil contact has risen about 370 feet from its original position of 3100 ft-TVDSS. That rise could be higher in the fracture network than the matrix. Thus, across the Lease Area and above the current OWC, the remaining OIP is about 169.5 MMstb. The current OIP is the overall target for the development of the Monterey Formation using horizontal wells. GCA recognizes that because of the limited number of reference wells these results carry some degree of uncertainty mainly in porosity, water saturation distribution, and productivity.

Vertical Well Production and Decline Curve Analysis

The oil production from the Monterey Formation in the Orcutt field has increased since 1996 from about 4 to 8.7 Mstb/month. As of December 31, 2011, there were 45 active wells producing oil from the Monterey Formation. There were also 10 behind-pipe recompletion opportunities, 16 wells shut-in, and 9 plugged and abandoned wells.

The specific life and reserves for each well was determined either by: (1) when the total operating cost attributed to each well equals the revenue generated by that well; or (2) when the total field operating costs for the Monterey Formation equals the revenue associated for the remaining producing wells.

Production decline curve analysis (DCA) and forecasts were performed on an individual well basis. In general, the oil rates have not shown an ideal predictable decline. A rough decline slope was passed through historical data. To forecast water and gas rates and volumes, the water:oil ratio (WOR) and gas:oil ratio (GOR) were forecasted with water and gas being dependent on the forecasted oil rates.

Two notable observations were recognized. First, the WOR tends to decrease with time, which suggests a weak water aquifer. Second, for several wells (21, 22, 2A-GTL, 40, 5, 52), the historical GOR tends to remain constant and sharply increases with an increase in oil rate, which may suggest that in these wells the bottom-hole flowing pressure has dropped to below the oil bubble point pressure or a secondary gas cap is forming.

Horizontal Well Production and Decline Curve Analysis

In 2011, the first horizontal well (90-31-rd) of the originally-proposed 15-well horizontal program was drilled. Well 90-31-rd has a lateral length of 2,040 feet. The lateral portion of this well was completed with 4 retrievable bridge plugs. Starting at the heel of the lateral, the first section (1) was produced (Figures 7 and 8). In November 2011, the first bridge plug was removed and production from sections down-stream of the removed plug and up-steam to the second bridge plug were co-mingled (sections 1+2) shown in Figures 7 and 9. Later in November 2011, the second bridge plug was removed and production from three sections of the well were comingled (sections 1+2+3) shown in Figure 7.

Figure 7: Historical performance of	Figure 8: Forecast performance of
Well 90-31-rd	Well 90-31-rd

Figure 9: Historical performance of	Figure 10: Forecast performance of
Well 90-31-rd	Well 90-31-rd

Well 90-31-rd had an initial WOR of 3 which has increased rapidly (Figure 9). The historical WOR of many of the long producing vertical wells shows an increase to 10-15 and then a decreasing trend to roughly a WOR of 7-10 at the end of the wells’ life. The WOR for well 90-31-rd (Figure 10) was trended using this WOR relationship from the vertical well performance. Oil production increased by an increment of 12 bbl/d when the second section was completed. Oil production increased by an increment of 3-4 bbl/d when the third section was completed. Based on discussions about the 90-31-rd completion with the SMPH operator, the timing of recompletions for well 90-31-rd were planned to occur when the daily oil production rate declined to10 bbl/d. The oil production decline curve was analyzed using the Hyperbolic Decline Equation and input parameters shown in Table 4.

Table 4: Production Forecast for Well 90-31-rd

Decline Curve Analysis Production Forecast	Well 90-31-rd Model Parameters
Hyperbolic Decline Equation qf=qi (1 + (b*Di*t)) (-1/b)
Di, initial decline, %/year	10
(Di used is for the 1st section)
De, effective decline. %/year	variable
qi, initial rate, bopd	75
qf, final rate, bopd	10
b,hyperbolic factor, dec	0.9
t, time, year	variable

The effective decline (De) was estimated on a daily basis from the change in the previous day oil rate to the estimated current day oil rate. Following a workover, the previous De was continued. Essentially, the De declined continuously throughout the life of the well even though oil rates periodically increased after the workovers. The incremental rate increases are shown in the following table (Table 5).

Table 5: Workovers for Well 90-31-rd

Workovers for 90-31-rd Section & Date	Incremental Increase, bopd
2 (11/22/2011)		15
3 (12/06/2011)		16
4 (PDNP Forecast 9/14/12)		15
5 (PDNP Forecast 5/17/12)		15

The estimated ultimate recovery (EUR) oil production for well 90-31-rd was approximately 95,000 bbl. A continuous Type Curve was prepared to model the production and forecast the production for the proposed horizontal wells for the resource classes of proved undeveloped reserves or contingent resources.

Because of the uncertainty associated with the lower than predicted oil production performance of well 90-31-rd which was originally based on analogue horizontal wells in the Monterey Formation, the original development plan was adjusted. Eight (8) horizontal wells are included in the proved undeveloped category as these were committed to be drilled by the SMPH operator. Six (6) horizontal wells are included in the contingent resources class, depending on the performance of the initial eight wells.

Proved-plus-Probable (2P) and Proved-plus-Probable-plus-Possible (3P) forecasts of the investment cases were prepared by adjusting the initial daily oil rate of the Proved undeveloped as shown in the following table (Table 6).

Table 6: Reserve Categories by Investment Case

Reserve Categories (Investment Case)	Initial Oil Rate Bbl/d		Recoverable Volume, Mbbl		b-factor
Proved Undeveloped (PUD)		25		100		1.6
Proved-and-Probable (2P)		45		181		1.6
Proved-and-Probable-and-Possible (3P)		55		220		1.6
Note: Dm = 4%/year

Workovers were reviewed and anomalously high recoverable volumes had been forecasted in the past relative to the performance of Well 90-31-rd. All workover recoverable volumes and initial oil rates were adjusted to the net pay of the proposed workover compared to the net pay to each other and Well 90-31-rd. The timing of the workover was provided by SMPH and the forecasted decline variables were the same as used for Well 90-31-rd.

Economics

This 50-year economic appraisal window was based on previous GCA reports. The 50-year economic window ends at the date of January 1, 2061. However, for the Proved developed producing case (PDP), the economic EOL occurred on October 1, 2051. For the other groupings (i.e., PDP+PDNP, 1P, 2P and 3P), the economic EOL occurred after the economic appraisal life. Per SMPH’s request, all wells had abandonment cost assigned which was scheduled at the end of the economic evaluation, January 1, 2061. For the older, non-horizontal wells, the abandonment costs were scheduled as investments of US$250 M. For the new horizontal well abandonments, the abandonment costs were scheduled as investments of US$100 M.

APPENDIX III:

Petroleum Resources Management System Definitions and Guidelines

Society of Petroleum Engineers, World Petroleum Council, American Association of

Petroleum Geologists and Society of Petroleum Evaluation Engineers

Petroleum Resources Management System

Definitions and Guidelines (⁴)

March 2007

Preamble

Petroleum resources are the estimated quantities of hydrocarbons naturally occurring on or within the Earth’s crust. Resource assessments estimate total quantities in known and yet-to-be-discovered accumulations; resources evaluations are focused on those quantities that can potentially be recovered and marketed by commercial projects. A petroleum resources management system provides a consistent approach to estimating petroleum quantities, evaluating development projects, and presenting results within a comprehensive classification framework.

International efforts to standardize the definition of petroleum resources and how they are estimated began in the 1930s. Early guidance focused on Proved Reserves. Building on work initiated by the Society of Petroleum Evaluation Engineers (SPEE), SPE published definitions for all Reserves categories in 1987. In the same year, the World Petroleum Council (WPC, then known as the World Petroleum Congress), working independently, published Reserves definitions that were strikingly similar. In 1997, the two organizations jointly released a single set of definitions for Reserves that could be used worldwide. In 2000, the American Association of Petroleum Geologists (AAPG), SPE and WPC jointly developed a classification system for all petroleum resources. This was followed by additional supporting documents: supplemental application evaluation guidelines (2001) and a glossary of terms utilized in Resources definitions (2005). SPE also published standards for estimating and auditing reserves 9information (revised 2007).

These definitions and the related classification system are now in common use internationally within the petroleum industry. They provide a measure of comparability and reduce the subjective nature of resources estimation. However, the technologies employed in petroleum exploration, development, production and processing continue to evolve and improve. The SPE Oil and Gas Reserves Committee works closely with other organizations to maintain the definitions and issues periodic revisions to keep current with evolving technologies and changing commercial opportunities.

The SPE PRMS document consolidates, builds on, and replaces guidance previously contained in the 1997 Petroleum Reserves Definitions, the 2000 Petroleum Resources Classification and Definitions publications, and the 2001 “Guidelines for the Evaluation of Petroleum Reserves and Resources”; the latter document remains a valuable source of more detailed background information.

These definitions and guidelines are designed to provide a common reference for the international petroleum industry, including national reporting and regulatory disclosure agencies, and to support petroleum project and portfolio management requirements. They are intended to improve clarity in global communications regarding petroleum resources. It is expected that SPE PRMS will be supplemented with industry education programs and application guides addressing their implementation in a wide spectrum of technical and/or commercial settings.

It is understood that these definitions and guidelines allow flexibility for users and agencies to tailor application for their particular needs; however, any modifications to the guidance contained herein should be clearly identified. The definitions and guidelines contained in this document must not be construed as modifying the interpretation or application of any existing regulatory reporting requirements.

The full text of the SPE PRMS Definitions and Guidelines can be viewed at:

www.spe.org/specma/binary/files/6859916Petroleum_Resources_Management_System_2007.pdf

⁴  These Definitions and Guidelines are extracted from the Society of Petroleum Engineers / World Petroleum Council / American Association of Petroleum Geologists / Society of Petroleum Evaluation Engineers (SPE/WPC/AAPG/SPEE) Petroleum Resources Management System document (“SPE PRMS”), approved in March 2007.

RESERVES

Reserves are those quantities of petroleum anticipated to be commercially recoverable by application of development projects to known accumulations from a given date forward under defined conditions.

Reserves must satisfy four criteria: they must be discovered, recoverable, commercial, and remaining based on the development project(s) applied. Reserves are further subdivided in accordance with the level of certainty associated with the estimates and may be sub-classified based on project maturity and/or characterized by their development and production status. To be included in the Reserves class, a project must be sufficiently defined to establish its commercial viability. There must be a reasonable expectation that all required internal and external approvals will be forthcoming, and there is evidence of firm intention to proceed with development within a reasonable time frame. A reasonable time frame for the initiation of development depends on the specific circumstances and varies according to the scope of the project. While 5 years is recommended as a benchmark, a longer time frame could be applied where, for example, development of economic projects are deferred at the option of the producer for, among other things, market-related reasons, or to meet contractual or strategic objectives. In all cases, the justification for classification as Reserves should be clearly documented. To be included in the Reserves class, there must be a high confidence in the commercial producibility of the reservoir as supported by actual production or formation tests. In certain cases, Reserves may be assigned on the basis of well logs and/or core analysis that indicate that the subject reservoir is hydrocarbon-bearing and is analogous to reservoirs in the same area that are producing or have demonstrated the ability to produce on formation tests.

On Production

The development project is currently producing and selling petroleum to market.

The key criterion is that the project is receiving income from sales, rather than the approved development project necessarily being complete. This is the point at which the project “chance of commerciality” can be said to be 100%. The project “decision gate” is the decision to initiate commercial production from the project.

Approved for Development

A discovered accumulation where project activities are ongoing to justify commercial development in the foreseeable future.

At this point, it must be certain that the development project is going ahead. The project must not be subject to any contingencies such as outstanding regulatory approvals or sales contracts. Forecast capital expenditures should be included in the reporting entity’s current or following year’s approved budget. The project “decision gate” is the decision to start investing capital in the construction of production facilities and/or drilling development wells.

Justified for Development

Implementation of the development project is justified on the basis of reasonable forecast commercial conditions at the time of reporting, and there are reasonable expectations that all necessary approvals/contracts will be obtained.

In order to move to this level of project maturity, and hence have reserves associated with it, the development project must be commercially viable at the time of reporting, based on the reporting entity’s assumptions of future prices, costs, etc. (“forecast case”) and the specific circumstances of the project. Evidence of a firm intention to proceed with development within a reasonable time frame will be sufficient to demonstrate commerciality. There should be a development plan in sufficient detail to support the assessment of commerciality and a reasonable expectation that any regulatory approvals or sales contracts required prior to project implementation will be forthcoming. Other than such approvals/contracts, there should be no known contingencies that could preclude the development from proceeding within a reasonable timeframe (see Reserves class). The project “decision gate” is the decision by the reporting entity and its partners, if any, that the project has reached a level of technical and commercial maturity sufficient to justify proceeding with development at that point in time.

Proved Reserves

Proved Reserves are those quantities of petroleum, which by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be commercially recoverable, from a given date forward, from known reservoirs and under defined economic conditions, operating methods, and government regulations.

If deterministic methods are used, the term reasonable certainty is intended to express a high degree of confidence that the quantities will be recovered. If probabilistic methods are used, there should be at least a 90% probability that the quantities actually recovered will equal or exceed the estimate. The area of the reservoir considered as Proved includes:

(1) the area delineated by drilling and defined by fluid contacts, if any, and

(2) adjacent undrilled portions of the reservoir that can reasonably be judged as continuous with it and commercially productive on the basis of available geoscience and engineering data.

In the absence of data on fluid contacts, Proved quantities in a reservoir are limited by the lowest known hydrocarbon (LKH) as seen in a well penetration unless otherwise indicated by definitive geoscience, engineering, or performance data. Such definitive information may include pressure gradient analysis and seismic indicators. Seismic data alone may not be sufficient to define fluid contacts for Proved reserves (see “2001 Supplemental Guidelines,” Chapter 8). Reserves in undeveloped locations may be classified as Proved provided that the locations are in undrilled areas of the reservoir that can be judged with reasonable certainty to be commercially productive. Interpretations of available geoscience and engineering data indicate with reasonable certainty that the objective formation is laterally continuous with drilled Proved locations. For Proved Reserves, the recovery efficiency applied to these reservoirs should be defined based on a range of possibilities supported by analogs and sound engineering judgment considering the characteristics of the Proved area and the applied development program.

Probable Reserves

Probable Reserves are those additional Reserves which analysis of geoscience and engineering data indicate are less likely to be recovered than Proved Reserves but more certain to be recovered than Possible Reserves.

It is equally likely that actual remaining quantities recovered will be greater than or less than the sum of the estimated Proved plus Probable Reserves (2P). In this context, when probabilistic methods are used, there should be at least a 50% probability that the actual quantities recovered will equal or exceed the 2P estimate. Probable Reserves may be assigned to areas of a reservoir adjacent to Proved where data control or interpretations of available data are less certain. The interpreted reservoir continuity may not meet the reasonable certainty criteria. Probable estimates also include incremental recoveries associated with project recovery efficiencies beyond that assumed for Proved.

Possible Reserves

Possible Reserves are those additional reserves which analysis of geoscience and engineering data indicate are less likely to be recoverable than Probable Reserves.

The total quantities ultimately recovered from the project have a low probability to exceed the sum of Proved plus Probable plus Possible (3P), which is equivalent to the high estimate scenario. When probabilistic methods are used, there should be at least a 10% probability that the actual quantities recovered will equal or exceed the 3P estimate. Possible Reserves may be assigned to areas of a reservoir adjacent to Probable where data control and interpretations of available data are progressively less certain. Frequently, this may be in areas where geoscience and engineering data are unable to clearly define the area and vertical reservoir limits of commercial production from the reservoir by a defined project. Possible estimates also include incremental quantities associated with project recovery efficiencies beyond that assumed for Probable.

Probable and Possible Reserves

(See above for separate criteria for Probable Reserves and Possible Reserves.)

The 2P and 3P estimates may be based on reasonable alternative technical and commercial interpretations within the reservoir and/or subject project that are clearly documented, including comparisons to results in successful similar projects. In conventional accumulations, Probable and/or Possible Reserves may be assigned where geoscience and engineering data identify directly adjacent portions of a reservoir within the same accumulation that may be separated from Proved areas by minor faulting or other geological discontinuities and have not been penetrated by a wellbore but are interpreted to be in communication with the known (Proved) reservoir. Probable or Possible Reserves may be assigned to areas that are structurally higher than the Proved area. Possible (and in some cases, Probable) Reserves may be assigned to areas that are structurally lower than the adjacent Proved or 2P area. Caution should be exercised in assigning Reserves to adjacent reservoirs isolated by major, potentially sealing, faults until this reservoir is penetrated and evaluated as commercially productive. Justification for assigning Reserves in such cases should be clearly documented. Reserves should not be assigned to areas that are clearly separated from a known accumulation by non-productive reservoir (i.e., absence of reservoir, structurally low reservoir, or negative test results); such areas may contain Prospective Resources. In conventional accumulations, where drilling has defined a highest known oil (HKO) elevation and there exists the potential for an associated gas cap, Proved oil Reserves should only be assigned in the structurally higher portions of the reservoir if there is reasonable certainty that such portions are initially above bubble point pressure based on documented engineering analyses. Reservoir portions that do not meet this certainty may be assigned as Probable and Possible oil and/or gas based on reservoir fluid properties and pressure gradient interpretations.

Developed Reserves

Developed Reserves are expected quantities to be recovered from existing wells and facilities.

Reserves are considered developed only after the necessary equipment has been installed, or when the costs to do so are relatively minor compared to the cost of a well. Where required facilities become unavailable, it may be necessary to reclassify Developed Reserves as Undeveloped. Developed Reserves may be further sub-classified as Producing or Non-Producing.

Developed Producing Reserves

Developed Producing Reserves are expected to be recovered from completion intervals that are open and producing at the time of the estimate.

Improved recovery reserves are considered producing only after the improved recovery project is in operation.

Developed Non-Producing Reserves

Developed Non-Producing Reserves include shut-in and behind-pipe Reserves.

Shut-in Reserves are expected to be recovered from:

(1) completion intervals which are open at the time of the estimate but which have not yet started producing,

(2) wells which were shut-in for market conditions or pipeline connections, or

(3) wells not capable of production for mechanical reasons.

Behind-pipe Reserves are expected to be recovered from zones in existing wells which will require additional completion work or future re-completion prior to start of production. In all cases, production can be initiated or restored with relatively low expenditure compared to the cost of drilling a new well.

Undeveloped Reserves

Undeveloped Reserves are quantities expected to be recovered through future investments:

(1) from new wells on undrilled acreage in known accumulations,

(2) from deepening existing wells to a different (but known) reservoir,

(3) from infill wells that will increase recovery, or

(4) where a relatively large expenditure (e.g. when compared to the cost of drilling a new well) is required to:

(a) recomplete an existing well, or

(b) install production or transportation facilities for primary or improved recovery projects.

CONTINGENT RESOURCES

Those quantities of petroleum estimated, as of a given date, to be potentially recoverable from known accumulations by application of development projects, but which are not currently considered to be commercially recoverable due to one or more contingencies.

Contingent Resources may include, for example, projects for which there are currently no viable markets, or where commercial recovery is dependent on technology under development, or where evaluation of the accumulation is insufficient to clearly assess commerciality. Contingent Resources are further categorized in accordance with the level of certainty associated with the estimates and may be sub-classified based on project maturity and/or characterized by their economic status.

Development Pending

A discovered accumulation where project activities are ongoing to justify commercial development in the foreseeable future.

The project is seen to have reasonable potential for eventual commercial development, to the extent that further data acquisition (e.g. drilling, seismic data) and/or evaluations are currently ongoing with a view to confirming that the project is commercially viable and providing the basis for selection of an appropriate development plan. The critical contingencies have been identified and are reasonably expected to be resolved within a reasonable time frame. Note that disappointing appraisal/evaluation results could lead to a re-classification of the project to “On Hold” or “Not Viable” status. The project “decision gate” is the decision to undertake further data acquisition and/or studies designed to move the project to a level of technical and commercial maturity at which a decision can be made to proceed with development and production.

Development Unclarified or on Hold

A discovered accumulation where project activities are on hold and/or where justification as a commercial development may be subject to significant delay.

The project is seen to have potential for eventual commercial development, but further appraisal/evaluation activities are on hold pending the removal of significant contingencies external to the project, or substantial further appraisal/evaluation activities are required to clarify the potential for eventual commercial development. Development may be subject to a significant time delay. Note that a change in circumstances, such that there is no longer a reasonable expectation that a critical contingency can be removed in the foreseeable future, for example, could lead to a reclassification of the project to “Not Viable” status. The project “decision gate” is the decision to either proceed with additional evaluation designed to clarify the potential for eventual commercial development or to temporarily suspend or delay further activities pending resolution of external contingencies.

Development Not Viable

A discovered accumulation for which there are no current plans to develop or to acquire additional data at the time due to limited production potential.

The project is not seen to have potential for eventual commercial development at the time of reporting, but the theoretically recoverable quantities are recorded so that the potential opportunity will be recognized in the event of a major change in technology or commercial conditions. The project “decision gate” is the decision not to undertake any further data acquisition or studies on the project for the foreseeable future.

PROSPECTIVE RESOURCES

Those quantities of petroleum which are estimated, as of a given date, to be potentially recoverable from undiscovered accumulations.

Potential accumulations are evaluated according to their chance of discovery and, assuming a discovery, the estimated quantities that would be recoverable under defined development projects. t is recognized that the development programs will be of significantly less detail and depend more heavily on analog developments in the earlier phases of exploration.

Prospect

A project associated with a potential accumulation that is sufficiently well defined to represent a viable drilling target.

Project activities are focused on assessing the chance of discovery and, assuming discovery, the range of potential recoverable quantities under a commercial development program.

Lead

A project associated with a potential accumulation that is currently poorly defined and requires more data acquisition and/or evaluation in order to be classified as a prospect.

Project activities are focused on acquiring additional data and/or undertaking further evaluation designed to confirm whether or not the lead can be matured into a prospect. Such evaluation includes the assessment of the chance of discovery and, assuming discovery, the range of potential recovery under feasible development scenarios.

Play

A project associated with a prospective trend of potential prospects, but which requires more data acquisition and/or evaluation in order to define specific leads or prospects.

Project activities are focused on acquiring additional data and/or undertaking further evaluation designed to define specific leads or prospects for more detailed analysis of their chance of discovery and, assuming discovery, the range of potential recovery under hypothetical development scenarios.

RESOURCES CLASSIFICATION

PROJECT MATURITY

EX-99.6

Exhibit 99.6

	Gaffney, Cline & Associates, Inc. 1300 Post Oak Blvd., Suite 1000 Houston, TX 77056 Telephone: +1 713 850 9955 www.gaffney-cline.com
VKB/gjh/C2012.04/gcah.181.12	April 27, 2012

Mr. Ramon Elias

Santa Maria Pacific Holdings, LLC

2811 Airport Drive

Santa Maria, CA 93455

Reserve Evaluation Report as of December 31, 2011;

Orcutt Field, Careaga Tract, Diatomite,

Santa Barbara County, California, USA

Dear Mr. Elias:

This reserve evaluation has been prepared by Gaffney, Cline & Associates (GCA) at the request of Santa Maria Pacific Holdings LLC (SMPH) of Santa Maria, California to conduct an independent estimate of the Careaga Tract Diatomite reserves as of December 31, 2011¹. The Careaga Tract has two producing horizons², the Diatomite reservoir and the deeper Monterey Formation reservoir that are owned respectively by SMPH’s wholly-owned subsidiaries, Gitte-Ten, LLC, (GTL) and Orcutt Properties LLC (OPL). The corresponding operators of the respective formations are GTL and Santa Maria Pacific LLC (SMP) which is also a wholly-owned subsidiary of SMPH. The present reserve estimates are compiled on the basis of SMPH’s stated working and net revenue interests.

GCA has conducted a reservoir characterization study to derive the hydrocarbons (crude oil) in-place based on information received from SMPH through April 14, 2012. or Sections 31 and 32 (T9N/R33W) and part of Section 36 (T9N/R34W) of the Careaga Tract, Orcutt field for the Diatomite interval only. GCA also evaluated the reserves as part of the reservoir characterization study. On the basis of technical, field development, commercial and other information made available to us through December 31, 2011 concerning this property unit, we hereby provide the reserve statement given in the tables below.

1 The present evaluation is based on a previous evaluations conducted by GCA as of April 30, 2010 and January 17, 2012.

2 Both producing zones belong to the same formation, the Sisquoc Formation, which is quite extensive in Western and Central California. The shallower zone is a diatomaceous rock, referred to as “Diatomite”, and the deeper zone is a siliceous fractured shale referred to as “Monterey”.

VKB/gjh/C2012.04/gcah.181.12 Santa Maria Pacific Holdings, LLC

Table 1: Statement of Remaining Hydrocarbon Volumes

Diatomite Interval, Sisquoc Formation, Careaga Tract, Orcutt Field, California

As of December 31, 2011

	Gross (100%) Field				Reserves, Net of
	Volumes				Royalties
	Liquids		Gas		Net Oil		Gas
Reserves	(MMstb)		(BCF)		(MMstb)		(BCF)
Proved
Developed Producing		0.37		0.00		0.33		0.00
Developed Non-Producing		0.26		0.00		0.24		0.00
Undeveloped		4.15		0.00		3.77		0.00
Total Proved (1P)		4.78		0.00		4.34		0.00
Proved + Probable (2P)		6.19		0.00		5.62		0.00
Proved + Probable + Possible (3P)		8.24		0.00		7.48		0.00

Table 2: Statement of Contingent Resources Hydrocarbons Volumes

Diatomite Interval, Sisquoc Formation, Careaga Tract, Orcutt Field, California

As of December 31, 2011

	Gross (100%) Field				Resources, Net of
	Volumes				Royalties
	Liquids		Gas		Net Oil		Gas
Contingent Resources	(MMstb)		(BCF)		(MMstb)		(BCF)
1C		8.70		0.00		7.90		0.00
2C		22.73		0.00		20.64		0.00
3C		49.92		0.00		45.32		0.00

Hydrocarbon liquid volumes represent crude oil recovered from the ongoing cyclic steam injection project in the oil-saturated diatomite. Hydrocarbon liquid volumes are reported in millions of stock tank barrels (MMstb). Royalties payable to the rightful royalty interest owners have been deducted from the net volumes. Although there is a small amount of associated gas production, at this point there are no gas sales from the Diatomite and therefore no gas reserves are assigned. The associated gas produced from the Diatomite has not been assigned any commercial value due to impurities that have to be removed prior to the sale. Currently, the diatomite associated gas is flared, and it will be used as lease fuel in the future, if it is determined that the cost associated with the necessary processing can be justified.

The reported reserves and resources are based on estimates and other information provided by SMPH to GCA through April 14, 2012, and included such tests, procedures and adjustments as were considered necessary. All questions that arose during the course of the evaluation were resolved to our satisfaction.

The yearly production and cost projections and the cash flows that contributed to the estimation of the reserves are provided in Appendix I. The cash flows were discounted at 9% discount rate at the request of SMPH.

2

VKB/gjh/C2012.04/gcah.181.12 Santa Maria Pacific Holdings, LLC

The Diatomite in the Orcutt field is a hydrous silica rock formation that exhibits high porosity and very low permeability. The formation contains a heavy oil accumulation (about 17 degrees API) and has been produced by cyclic steam injection as shown by the ongoing pilot conducted by SMPH beginning in late 2008 and continuing to the present day. The same diatomite reservoir in the same field has been developed by Breitburn Energy, an offset operator. Many similar projects have been developed in California, using similar techniques in similar diatomite reservoir formations that lend themselves as analogs.

In addition to the pilot program, SMP commissioned in October 2009 the first 16-well module, starting a staged development of the field that is based on building integrated well and facility modules. The 16-well group was expanded to a 20-well group module. The 20-well group module is cycled on a monthly basis: the average monthly steam injection is approximately 1200 BSPD, the average monthly oil production rate is 235 BOPD as of December 31, 2011. The steam injection rate has reached capacity for the in-place steam generation equipment. The steam to oil ratio (SOR) is currently at 4.6 barrels of steam per barrel of oil, which is within reasonable expectations and future SORs are expected in the range of 2 to 5. The method of evaluation is based on using analytical thermal models that match known performance which are then extrapolated into the future. These models relate volume of steam injected to oil produced and can be adjusted to varying geological parameters as development expands from known to untested areas. GCA is applying a geological and petrophysical description in the form of a 3D geological model that was built by GCA in March 2010 and is based on log and core data provided by SMP. In 2011, new well data, logs and core data were provided by SMP and this information was evaluated using the same approach to expand on the earlier reservoir characterization studies and 3D geological model. The updated 3D geological model is further described in the GCA report dated January 17, 2012 and in this report.

Volumes net to SMPH are derived by applying a 99.625% Working Interest (WI) and a corresponding Net Revenue Interest (NRI) of 90.7901960% as advised by SMPH. GCA has not independently verified these fractions.

Yearly cash flow projections are tabulated in Appendix I. The cash flow estimates were used to derive the economic limit for the reserves and to assess the commerciality of the project and do not represent an opinion of asset value.

The US$105.73/Bbl oil price premise used for this evaluation was suggested by SMPH and it is based on the prior 12-month average. The commerciality and economic tests for the December 31, 2011 reserves volumes were based on SMPH’s future scenario of oil which gives a realized price of US$105.73/Bbl after adjustments for quality and transportation. This price was used as of December 31, 2011 and was projected constant over the remainder of the project life. Similarly SMPH has provided the gas prices to be used for steam generation fuel. Gas produced from the deeper Monterey by SMPH will be sold to the Diatomite asset after sulfur removal at a pre-determined price of US$2.76/MMBTU. As demand for steam fuel is expected to rise above the production rates that the Monterey asset can provide, the balance will be covered by purchased gas projected by SMPH to be at US$4.63/MMBTU. That price was estimated by SMPH as the 12-month average SOCAL (PUC) posted price that would apply to this property and is projected to be constant over the project life. Corresponding capital (CAPEX) and operating (OPEX) expenditures are based on estimates provided by SMPH and reviewed by GCA and accepted as reasonable. A discussion of the CAPEX and OPEX is presented in Appendix II.

3

VKB/gjh/C2012.04/gcah.181.12 Santa Maria Pacific Holdings, LLC

It is GCA’s opinion that the estimates of total remaining recoverable hydrocarbon liquid volumes as of December 31, 2011 are, in the aggregate, reasonable and the reserves and resources categorization is appropriate and consistent with the reserves and resources definitions set out in the Petroleum Resources Management System (PRMS) approved by the Society of Petroleum Engineers, World Petroleum Council, American Association of Petroleum Geologists and Society of Petroleum Evaluation Engineers in March 2007 which is referenced in Appendix II.

During 2011 several environmental issues associated with SMPH’s Oil Drilling and Production Plan for 2013 were identified by the Santa Barbara County Commission, which SMPH has elected to address through an Environmental Impact Report (EIR). While this process is ongoing at the time of this report, SMPH has provided documentation to support the progress towards EIR approval. While the timetable for initiation of development has been delayed six months resulting in a production delay until 2014, the evidence provided by SMPH supports a reasonable expectation for EIR approval.

GCA is not aware of any other potential changes in regulations applicable to these fields that could affect the ability of SMPH to produce the estimated reserves.

This assessment has been conducted within the context of GCA’s understanding of SMPH’s petroleum property rights as represented by SMPH’s management. GCA is not in a position to attest to property title, financial interest relationships or encumbrances thereon for any part of the evaluated properties or interests.

There are numerous uncertainties inherent in estimating reserves and resources, and in projecting future production, development expenditures, operating expenses and cash flows. Oil and gas reserve engineering and resource assessment must be recognized as a subjective process of estimating subsurface accumulations of oil and gas that cannot be measured in an exact way. Estimates of oil and gas reserves or resources prepared by other parties may differ, perhaps materially, from those contained within this report. The accuracy of any Reserve or Resource estimate is a function of the quality of the available data and of engineering and geological interpretation. Results of drilling, testing and production that post-date the preparation of the estimates may justify revisions, some or all of which may be material. Accordingly, Reserve and Resource estimates are often different from the quantities of oil and gas that are ultimately recovered, and the timing and cost of those volumes that are recovered may vary from that assumed.

For this assignment, GCA served as independent reserve evaluators. The firm’s officers and employees have no direct or indirect interest holding in the property unit. GCA’s remuneration was not in any way contingent on reported reserve estimates.

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VKB/gjh/C2012.04/gcah.181.12 Santa Maria Pacific Holdings, LLC

Finally, please note that GCA reserves the right to approve, in advance, the use and context of the use of any results, statements or opinions expressed in this report. Such approval shall include, but not be confined to, statements or references in documents of a public or semi-public nature such as loan agreements, prospectuses, reserve statements, press releases, etc. This report has been prepared for SMPH and should not be used for purposes other than those for which it is intended.

Very truly yours,

GAFFNEY, CLINE & ASSOCIATES, INC.

Vivian K. Bust, PE, RG

Professional Petroleum Engineer CA 1837

Project Manager

Rawdon J. H. Seager

Principal – Reservoir Engineering

Attachments

Appendices     I:     Yearly Cash Flow Projections

  II: Technical Discussion

  II: Petroleum Resources Management System Definitions and Guidelines

5

APPENDIX I:

Yearly Cash Flow Projections

Date :   04/25/2012     10:43:16AM	ECONOMIC SUMMARY PROJECTION		Total
Partner :                     All Cases
	Orcutt Diatomite-As of 12-31-11
	PDP
	Discount Rate :	9.00
	As of :	01/01/2012

Est. Cum Oil (Mbbl) :	108.55
Est. Cum Gas (MMcf) :	53.91
Est. Cum Water (Mbbl) :	244.23

Year		Oil Gross (Mbbl)		Gas Gross (MMcf)		Oil Net (Mbbl)		Gas Net (MMcf)		Oil Price ($/bbl)		Gas Price ($/Mcf)		Oil & Gas Rev. Net (M$)		Misc. Rev. Net (M$)		Costs Net (M$)		Taxes Net (M$)		Invest. Net (M$)		NonDisc. CF Annual (M$)		Cum Disc. CF (M$)
2012			87.34		0.00		79.30		0.00		105.73		0.00		8,384.43		0.00		3,444.22		111.02		0.00		4,829.19		4,628.81
2013			82.75		0.00		75.13		0.00		105.73		0.00		7,943.17		0.00		3,428.21		105.18		0.00		4,409.77		8,506.31
2014			78.61		0.00		71.37		0.00		105.73		0.00		7,546.27		0.00		3,416.76		99.92		0.00		4,029.59		11,757.20
2015			74.69		0.00		67.81		0.00		105.73		0.00		7,169.21		0.00		3,405.88		94.93		0.00		3,668.40		14,472.55
2016			42.01		0.00		38.14		0.00		105.73		0.00		4,032.47		0.00		2,203.33		53.40		0.00		1,775.74		15,701.64
2017			0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		996.25		-996.25		15,090.33
Rem.			0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Total	4.7		365.40		0.00		331.75		0.00		105.73		0.00		35,075.55		0.00		15,898.42		464.45		996.25		17,716.44		15,090.33
Ult.			473.95		53.91

Eco. Indicators
Return on Investment (disc) :	25.685	Present Worth Profile (M$)
Return on Investment (undisc) :	18.783	PW	5.00	% :	16,161.98	PW	20.00	% :	12,743.57
Years to Payout :	0.20	PW	8.00	% :	15,345.48	PW	30.00	% :	11,164.24
Internal Rate of Return (%) :	>1000	PW	10.00	% :	14,843.11	PW	40.00	% :	9,945.37
		PW	12.00	% :	14,371.19	PW	50.00	% :	8,983.30
		PW	15.00	% :	13,715.26	PW	60.00	% :	8,208.80

TRC Standard Eco.rpt 1

Date :   04/25/2012     10:44:21AM	ECONOMIC SUMMARY PROJECTION		Total
Partner :                     All Cases
	Orcutt Diatomite-As of 12-31-11
	PDP+PDNP
	Discount Rate :	9.00
	As of :	01/01/2012

Est. Cum Oil (Mbbl) :	108.55
Est. Cum Gas (MMcf) :	53.91
Est. Cum Water (Mbbl) :	244.23

Year		Oil Gross (Mbbl)		Gas Gross (MMcf)		Oil Net (Mbbl)		Gas Net (MMcf)		Oil Price ($/bbl)		Gas Price ($/Mcf)		Oil & Gas Rev. Net (M$)		Misc. Rev. Net (M$)		Costs Net (M$)		Taxes Net (M$)		Invest. Net (M$)		NonDisc. CF Annual (M$)		Cum Disc. CF (M$)
2012			93.18		0.00		84.60		0.00		105.73		0.00		8,944.24		0.00		3,460.37		118.43		597.75		4,767.68		4,543.42
2013			90.60		0.00		82.25		0.00		105.73		0.00		8,696.65		0.00		3,449.95		115.15		0.00		5,131.54		9,054.10
2014			88.33		0.00		80.20		0.00		105.73		0.00		8,479.38		0.00		3,443.69		112.28		0.00		4,923.42		13,024.74
2015			86.13		0.00		78.19		0.00		105.73		0.00		8,267.54		0.00		3,437.57		109.47		0.00		4,720.49		16,517.60
2016			84.20		0.00		76.45		0.00		105.73		0.00		8,082.80		0.00		3,435.52		107.03		0.00		4,540.25		19,599.63
2017			81.87		0.00		74.33		0.00		105.73		0.00		7,859.06		0.00		3,425.79		104.06		0.00		4,329.21		22,295.51
2018			77.37		0.00		70.24		0.00		105.73		0.00		7,426.46		0.00		3,405.23		98.34		0.00		3,922.90		24,541.18
2019			23.84		0.00		21.64		0.00		105.73		0.00		2,288.40		0.00		1,640.21		30.30		0.00		617.90		24,873.99
2020			0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		996.25		-996.25		24,395.58
Rem.			0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Total	7.5		625.51		0.00		567.90		0.00		105.73		0.00		60,044.54		0.00		25,698.33		795.07		1,594.00		31,957.14		24,395.58
Ult.			734.06		53.91

Eco. Indicators
Return on Investment (disc) :	51.994	Present Worth Profile (M$)
Return on Investment (undisc) :	33.077	PW	5.00	% :	27,342.22	PW	20.00	% :	18,594.84
Years to Payout :	0.30	PW	8.00	% :	25,079.98	PW	30.00	% :	15,178.54
Internal Rate of Return (%) :	>1000	PW	10.00	% :	23,742.64	PW	40.00	% :	12,798.51
		PW	12.00	% :	22,523.88	PW	50.00	% :	11,070.87
		PW	15.00	% :	20,889.69	PW	60.00	% :	9,772.44

TRC Standard Eco.rpt 1

Date :   04/25/2012     10:45:48AM	ECONOMIC SUMMARY PROJECTION		Total
Partner :                     All Cases
	Orcutt Diatomite-As of 12-31-11
	PUD
	Discount Rate :	9.00
	As of :	01/01/2012

Est. Cum Oil (Mbbl) :	0.00
Est. Cum Gas (MMcf) :	0.00
Est. Cum Water (Mbbl) :	0.00

Year		Oil Gross (Mbbl)		Gas Gross (MMcf)		Oil Net (Mbbl)		Gas Net (MMcf)		Oil Price ($/bbl)		Gas Price ($/Mcf)		Oil & Gas Rev. Net (M$)		Misc. Rev. Net (M$)		Costs Net (M$)		Taxes Net (M$)		Invest. Net (M$)		NonDisc. CF Annual (M$)		Cum Disc. CF (M$)
2012			0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
2013			0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		89,791.36		-89,791.36		-76,874.02
2014			197.90		0.00		179.67		0.00		105.73		0.00		18,996.62		0.00		10,129.87		251.54		15,441.90		-6,826.69		-82,938.32
2015			466.30		0.00		423.35		0.00		105.73		0.00		44,761.00		0.00		15,353.75		592.69		0.00		28,814.56		-61,711.66
2016			593.66		0.00		538.99		0.00		105.73		0.00		56,986.99		0.00		16,576.91		754.58		0.00		39,655.50		-34,821.20
2017			632.80		0.00		574.52		0.00		105.73		0.00		60,744.13		0.00		16,683.23		804.33		5,504.28		37,752.30		-11,442.11
2018			612.52		0.00		556.11		0.00		105.73		0.00		58,797.69		0.00		16,623.30		778.56		0.00		41,395.83		12,217.82
2019			524.46		0.00		476.16		0.00		105.73		0.00		50,344.21		0.00		16,363.06		666.62		0.00		33,314.53		29,709.13
2020			525.35		0.00		476.96		0.00		105.73		0.00		50,429.36		0.00		16,373.65		667.75		0.00		33,387.96		45,722.60
2021			395.21		0.00		358.81		0.00		105.73		0.00		37,936.90		0.00		15,007.28		502.33		0.00		22,427.29		55,689.34
2022			192.37		0.00		174.66		0.00		105.73		0.00		18,466.36		0.00		11,968.27		244.52		0.00		6,253.57		58,255.37
2023			10.85		0.00		9.85		0.00		105.73		0.00		1,041.13		0.00		982.03		13.79		0.00		45.32		58,272.86
2024			0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		5,479.38		-5,479.38		56,338.50
Rem.			0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Total	11.1		4,151.41		0.00		3,769.08		0.00		105.73		0.00		398,504.41		0.00		136,061.36		5,276.71		116,216.93		140,949.42		56,338.50
Ult.			4,151.41		0.00

Eco. Indicators
Return on Investment (disc) :	1.592	Present Worth Profile (M$)
Return on Investment (undisc) :	2.213	PW	5.00	% :	86,460.92	PW	20.00	% :	8,992.33
Years to Payout :	5.91	PW	8.00	% :	62,992.39	PW	30.00	% :	-10,387.23
Internal Rate of Return (%) :	23.77	PW	10.00	% :	50,189.65	PW	40.00	% :	-19,496.27
		PW	12.00	% :	39,245.95	PW	50.00	% :	-23,521.59
		PW	15.00	% :	25,701.22	PW	60.00	% :	-24,943.73

TRC Standard Eco.rpt 1

Date :   04/25/2012     11:17:32AM	ECONOMIC SUMMARY PROJECTION		Total
Partner :                     All Cases
	Orcutt Diatomite-As of 12-31-11
	1P
	Discount Rate :	9.00
	As of :	01/01/2012

Est. Cum Oil (Mbbl) :	108.55
Est. Cum Gas (MMcf) :	53.91
Est. Cum Water (Mbbl) :	244.23

Year		Oil Gross (Mbbl)		Gas Gross (MMcf)		Oil Net (Mbbl)		Gas Net (MMcf)		Oil Price ($/bbl)		Gas Price ($/Mcf)		Oil & Gas Rev. Net (M$)		Misc. Rev. Net (M$)		Costs Net (M$)		Taxes Net (M$)		Invest. Net (M$)		NonDisc. CF Annual (M$)		Cum Disc. CF (M$)
2012			93.18		0.00		84.60		0.00		105.73		0.00		8,944.24		0.00		3,460.37		118.43		597.75		4,767.68		4,543.42
2013			90.60		0.00		82.25		0.00		105.73		0.00		8,696.65		0.00		3,449.95		115.15		89,791.36		-84,659.82		-67,819.92
2014			286.23		0.00		259.87		0.00		105.73		0.00		27,476.01		0.00		13,573.56		363.82		15,441.90		-1,903.27		-69,913.58
2015			552.42		0.00		501.55		0.00		105.73		0.00		53,028.54		0.00		18,791.33		702.17		0.00		33,535.05		-45,194.06
2016			677.86		0.00		615.43		0.00		105.73		0.00		65,069.79		0.00		20,012.43		861.61		0.00		44,195.75		-15,221.57
2017			714.67		0.00		648.85		0.00		105.73		0.00		68,603.19		0.00		20,109.02		908.39		5,504.28		42,081.50		10,853.40
2018			689.89		0.00		626.35		0.00		105.73		0.00		66,224.16		0.00		20,028.54		876.89		0.00		45,318.73		36,759.00
2019			548.30		0.00		497.80		0.00		105.73		0.00		52,632.62		0.00		18,003.27		696.92		0.00		33,932.43		54,583.12
2020			525.35		0.00		476.96		0.00		105.73		0.00		50,429.36		0.00		16,373.65		667.75		996.25		32,391.71		70,118.18
2021			395.21		0.00		358.81		0.00		105.73		0.00		37,936.90		0.00		15,007.28		502.33		0.00		22,427.29		80,084.92
2022			192.37		0.00		174.66		0.00		105.73		0.00		18,466.36		0.00		11,968.27		244.52		0.00		6,253.57		82,650.96
2023			10.85		0.00		9.85		0.00		105.73		0.00		1,041.13		0.00		982.03		13.79		0.00		45.32		82,668.45
2024			0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		5,479.38		-5,479.38		80,734.08
Rem.			0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Total	11.1		4,776.93		0.00		4,336.98		0.00		105.73		0.00		458,548.94		0.00		161,759.69		6,071.77		117,810.93		172,906.55		80,734.08
Ult.			4,885.48		53.91

Eco. Indicators
Return on Investment (disc) :	1.844	Present Worth Profile (M$)
Return on Investment (undisc) :	2.475	PW	5.00% :	113,803.14	PW	20.00% :	27,587.17
Years to Payout :	5.34	PW	8.00% :	88,072.36	PW	30.00% :	4,791.31
Internal Rate of Return (%) :	33.43	PW	10.00% :	73,932.28	PW	40.00% :	-6,697.77
		PW	12.00% :	61,769.83	PW	50.00% :	-12,450.71
		PW	15.00% :	46,590.90	PW	60.00% :	-15,171.29

TRC Standard Eco.rpt 1

Date :   04/25/2012     11:20:46AM	ECONOMIC SUMMARY PROJECTION		Total
Partner :                     All Cases
	Orcutt Diatomite-As of 12-31-11
	2P
	Discount Rate :	9.00
	As of :	01/01/2012

Est. Cum Oil (Mbbl) :	108.55
Est. Cum Gas (MMcf) :	53.91
Est. Cum Water (Mbbl) :	244.23

Year		Oil Gross (Mbbl)		Gas Gross (MMcf)		Oil Net (Mbbl)		Gas Net (MMcf)		Oil Price ($/bbl)		Gas Price ($/Mcf)		Oil & Gas Rev. Net (M$)		Misc. Rev. Net (M$)		Costs Net (M$)		Taxes Net (M$)		Invest. Net (M$)		NonDisc. CF Annual (M$)		Cum Disc. CF (M$)
2012			93.18		0.00		84.60		0.00		105.73		0.00		8,944.24		0.00		3,460.37		118.43		597.75		4,767.68		4,543.42
2013			90.60		0.00		82.25		0.00		105.73		0.00		8,696.65		0.00		3,449.95		115.15		89,791.36		-84,659.82		-67,819.92
2014			354.23		0.00		321.60		0.00		105.73		0.00		34,003.01		0.00		13,791.66		450.24		15,441.90		4,319.21		-64,989.00
2015			729.61		0.00		662.41		0.00		105.73		0.00		70,036.87		0.00		19,386.13		927.38		0.00		49,723.36		-28,338.47
2016			867.47		0.00		787.58		0.00		105.73		0.00		83,270.92		0.00		20,518.44		1,102.61		0.00		61,649.87		13,485.48
2017			906.98		0.00		823.45		0.00		105.73		0.00		87,063.41		0.00		20,623.14		1,152.83		6,550.34		58,737.09		49,892.37
2018			887.95		0.00		806.17		0.00		105.73		0.00		85,236.43		0.00		20,559.66		1,128.64		0.00		63,548.13		86,217.72
2019			740.80		0.00		672.57		0.00		105.73		0.00		71,111.07		0.00		18,517.96		941.60		0.00		51,651.52		113,331.71
2020			670.18		0.00		608.45		0.00		105.73		0.00		64,331.76		0.00		16,748.70		851.83		2,042.31		44,688.91		134,783.81
2021			523.36		0.00		475.16		0.00		105.73		0.00		50,238.14		0.00		15,414.92		665.22		0.00		34,158.01		149,949.75
2022			256.21		0.00		232.62		0.00		105.73		0.00		24,594.42		0.00		12,815.47		325.66		0.00		11,453.29		154,624.75
2023			72.29		0.00		65.63		0.00		105.73		0.00		6,939.49		0.00		5,810.13		91.89		1,195.50		-158.03		154,561.67
2024			0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		5,479.38		-5,479.38		152,694.57
Rem.			0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Total	11.5		6,192.84		0.00		5,622.50		0.00		105.73		0.00		594,466.42		0.00		171,096.54		7,871.49		121,098.55		294,399.83		152,694.57
Ult.			6,301.40		53.91

Eco. Indicators
Return on Investment (disc) :	2.754	Present Worth Profile (M$)
Return on Investment (undisc) :	3.713	PW	5.00% :	203,757.96	PW	20.00% :	69,258.52
Years to Payout :	4.68	PW	8.00% :	164,059.77	PW	30.00% :	32,005.52
Internal Rate of Return (%) :	51.36	PW	10.00% :	142,138.05	PW	40.00% :	12,039.36
		PW	12.00% :	123,197.44	PW	50.00% :	1,007.86
		PW	15.00% :	99,407.54	PW	60.00% :	-5,166.39

TRC Standard Eco.rpt 1

Date :   04/25/2012     11:34:29AM	ECONOMIC SUMMARY PROJECTION		Total
Partner :                     All Cases
	Orcutt Diatomite-As of 12-31-11
	3P
	Discount Rate :	9.00
	As of :	01/01/2012

Est. Cum Oil (Mbbl) :	108.55
Est. Cum Gas (MMcf) :	53.91
Est. Cum Water (Mbbl) :	244.23

Year		Oil Gross (Mbbl)		Gas Gross (MMcf)		Oil Net (Mbbl)		Gas Net (MMcf)		Oil Price ($/bbl)		Gas Price ($/Mcf)		Oil & Gas Rev. Net (M$)		Misc. Rev. Net (M$)		Costs Net (M$)		Taxes Net (M$)		Invest. Net (M$)		NonDisc. CF Annual (M$)		Cum Disc. CF (M$)
2012			93.18		0.00		84.60		0.00		105.73		0.00		8,944.24		0.00		3,460.37		118.43		597.75		4,767.68		4,543.42
2013			90.60		0.00		82.25		0.00		105.73		0.00		8,696.65		0.00		3,449.95		115.15		89,791.36		-84,659.82		-67,819.92
2014			444.08		0.00		403.18		0.00		105.73		0.00		42,628.61		0.00		14,057.21		564.46		15,441.90		12,565.04		-58,460.51
2015			960.83		0.00		872.34		0.00		105.73		0.00		92,232.64		0.00		20,069.45		1,221.28		0.00		70,941.91		-6,173.67
2016			1,145.47		0.00		1,039.98		0.00		105.73		0.00		109,956.73		0.00		21,339.98		1,455.97		0.00		87,160.78		52,969.46
2017			1,181.25		0.00		1,072.46		0.00		105.73		0.00		113,390.79		0.00		21,433.65		1,501.44		6,550.34		83,905.35		105,042.22
2018			1,177.32		0.00		1,068.89		0.00		105.73		0.00		113,014.25		0.00		21,414.82		1,496.45		0.00		90,102.97		156,530.20
2019			1,036.85		0.00		941.35		0.00		105.73		0.00		99,529.36		0.00		19,392.84		1,317.90		0.00		78,818.63		197,885.01
2020			918.00		0.00		833.45		0.00		105.73		0.00		88,121.00		0.00		17,481.07		1,166.83		2,042.31		67,430.78		230,301.52
2021			724.04		0.00		657.35		0.00		105.73		0.00		69,502.01		0.00		16,202.47		920.30		0.00		52,379.24		253,533.57
2022			341.69		0.00		310.22		0.00		105.73		0.00		32,799.96		0.00		13,112.17		434.31		0.00		19,253.47		261,386.19
2023			127.99		0.00		116.20		0.00		105.73		0.00		12,285.60		0.00		8,811.00		162.68		1,195.50		2,116.42		262,183.00
2024			0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		5,479.38		-5,479.38		260,355.99
Rem.			0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Total	11.7		8,241.29		0.00		7,482.28		0.00		105.73		0.00		791,101.82		0.00		180,224.98		10,475.20		121,098.55		479,303.09		260,355.99
Ult.			8,349.84		53.91

Eco. Indicators
Return on Investment (disc) :	3.678	Present Worth Profile (M$)
Return on Investment (undisc) :	4.978	PW	5.00% :	339,309.99	PW	20.00% :	130,560.55
Years to Payout :	4.14	PW	8.00% :	277,943.39	PW	30.00% :	71,544.73
Internal Rate of Return (%) :	74.70	PW	10.00% :	244,008.82	PW	40.00% :	38,983.05
		PW	12.00% :	214,643.07	PW	50.00% :	20,195.00
		PW	15.00% :	177,666.71	PW	60.00% :	8,993.83

TRC Standard Eco.rpt 1

Date :   04/25/2012     12:06:11PM	ECONOMIC SUMMARY PROJECTION		Total
Partner :                     All Cases
	Orcutt Diatomite-As of 12-31-11
	1C
	Discount Rate :	9.00
	As of :	01/01/2012

Est. Cum Oil (Mbbl) :	0.00
Est. Cum Gas (MMcf) :	0.00
Est. Cum Water (Mbbl) :	0.00

Year		Oil Gross (Mbbl)		Gas Gross (MMcf)		Oil Net (Mbbl)		Gas Net (MMcf)		Oil Price ($/bbl)		Gas Price ($/Mcf)		Oil & Gas Rev. Net (M$)		Misc. Rev. Net (M$)		Costs Net (M$)		Taxes Net (M$)		Invest. Net (M$)		NonDisc. CF Annual (M$)		Cum Disc. CF (M$)
2012			0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
2013			0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		41,009.49		-41,009.49		-35,520.68
2014			201.92		0.00		183.32		0.00		105.73		0.00		19,382.42		0.00		9,852.61		256.65		13,334.28		-4,061.12		-39,225.97
2015			502.35		0.00		456.09		0.00		105.73		0.00		48,222.20		0.00		15,378.12		638.52		77,976.66		-45,771.09		-72,515.30
2016			830.98		0.00		754.45		0.00		105.73		0.00		79,768.02		0.00		22,941.01		1,056.23		16,217.64		39,553.14		-46,001.87
2017			1,088.57		0.00		988.31		0.00		105.73		0.00		104,494.14		0.00		29,165.57		1,383.64		0.00		73,944.93		-64.16
2018			1,270.63		0.00		1,153.61		0.00		105.73		0.00		121,971.11		0.00		30,672.06		1,615.05		0.00		89,684.00		51,123.12
2019			1,273.41		0.00		1,156.14		0.00		105.73		0.00		122,238.16		0.00		30,892.82		1,618.59		0.00		89,726.76		98,157.51
2020			1,188.40		0.00		1,078.95		0.00		105.73		0.00		114,077.74		0.00		30,652.91		1,510.53		0.00		81,914.30		137,579.47
2021			965.08		0.00		876.20		0.00		105.73		0.00		92,640.32		0.00		28,846.09		1,226.68		0.00		62,567.56		165,231.85
2022			730.78		0.00		663.48		0.00		105.73		0.00		70,149.28		0.00		26,304.05		928.87		0.00		42,916.37		182,652.12
2023			503.02		0.00		456.69		0.00		105.73		0.00		48,285.94		0.00		24,118.98		639.37		0.00		23,527.59		191,452.77
2024			144.97		0.00		131.61		0.00		105.73		0.00		13,915.65		0.00		11,023.71		184.26		0.00		2,707.68		192,400.68
2025			0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		10,049.00		-10,049.00		189,259.76
Rem.			0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Total	12.5		8,700.11		0.00		7,898.85		0.00		105.73		0.00		835,144.99		0.00		259,847.93		11,058.38		158,587.06		405,651.61		189,259.76
Ult.			8,700.11		0.00

Eco. Indicators
Return on Investment (disc) :	2.604	Present Worth Profile (M$)
Return on Investment (undisc) :	3.558	PW	5.00% :	264,719.89	PW	20.00% :	74,723.04
Years to Payout :	5.85	PW	8.00% :	205,763.28	PW	30.00% :	28,992.38
Internal Rate of Return (%) :	45.54	PW	10.00% :	174,095.89	PW	40.00% :	6,920.20
		PW	12.00% :	147,319.21	PW	50.00% :	-4,000.61
		PW	15.00% :	114,562.00	PW	60.00% :	-9,385.08

TRC Standard Eco.rpt 1

Date :   04/25/2012     1:16:29PM	ECONOMIC SUMMARY PROJECTION		Total
Partner :                     All Cases
	Orcutt Diatomite-As of 12-31-11
	2C
	Discount Rate :	9.00
	As of :	01/01/2012

Est. Cum Oil (Mbbl) :	0.00
Est. Cum Gas (MMcf) :	0.00
Est. Cum Water (Mbbl) :	0.00

Year		Oil Gross (Mbbl)		Gas Gross (MMcf)		Oil Net (Mbbl)		Gas Net (MMcf)		Oil Price ($/bbl)		Gas Price ($/Mcf)		Oil & Gas Rev. Net (M$)		Misc. Rev. Net (M$)		Costs Net (M$)		Taxes Net (M$)		Invest. Net (M$)		NonDisc. CF Annual (M$)		Cum Disc. CF (M$)
2012			0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
2013			0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		42,282.69		-42,282.69		-36,623.47
2014			269.15		0.00		244.37		0.00		105.73		0.00		25,836.76		0.00		10,339.81		342.11		79,264.41		-64,109.58		-89,975.06
2015			679.00		0.00		616.47		0.00		105.73		0.00		65,179.08		0.00		16,341.84		863.05		25,929.72		22,044.47		-73,781.14
2016			1,027.00		0.00		932.42		0.00		105.73		0.00		98,584.46		0.00		27,294.79		1,305.38		58,353.32		11,630.97		-66,921.46
2017			1,396.08		0.00		1,267.50		0.00		105.73		0.00		134,012.98		0.00		42,734.13		1,774.50		133,632.69		-44,128.34		-95,361.45
2018			2,047.98		0.00		1,859.36		0.00		105.73		0.00		196,590.48		0.00		61,298.98		2,603.11		68,066.75		64,621.64		-59,457.85
2019			2,640.48		0.00		2,397.30		0.00		105.73		0.00		253,466.50		0.00		77,345.41		3,356.22		28,694.96		144,069.91		15,634.50
2020			2,785.14		0.00		2,528.63		0.00		105.73		0.00		267,352.29		0.00		81,912.23		3,540.09		9,713.44		172,186.53		98,472.69
2021			2,759.61		0.00		2,505.46		0.00		105.73		0.00		264,901.89		0.00		81,783.06		3,507.64		3,168.08		176,443.12		176,329.19
2022			2,632.76		0.00		2,390.29		0.00		105.73		0.00		252,725.24		0.00		81,408.19		3,346.40		7,446.97		160,523.68		241,370.96
2023			2,446.46		0.00		2,221.15		0.00		105.73		0.00		234,842.13		0.00		80,730.90		3,109.61		0.00		151,001.63		297,480.29
2024			2,019.70		0.00		1,833.69		0.00		105.73		0.00		193,876.38		0.00		76,320.75		2,567.17		0.00		114,988.47		336,774.10
2025			1,375.56		0.00		1,248.87		0.00		105.73		0.00		132,043.22		0.00		68,439.85		1,748.42		0.00		61,854.95		356,180.03
2026			655.82		0.00		595.42		0.00		105.73		0.00		62,953.78		0.00		46,478.51		833.59		0.00		15,641.68		360,759.97
Rem.			0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		27,695.75		-27,695.75		-7,130.48
Total	14.7		22,734.75		0.00		20,640.93		0.00		105.73		0.00		2,182,365.19		0.00		752,428.45		28,897.30		484,248.77		916,790.68		353,629.49
Ult.			22,734.75		0.00

Eco. Indicators
Return on Investment (disc) :	2.116	Present Worth Profile (M$)
Return on Investment (undisc) :	2.893	PW	5.00% :	538,825.23	PW	20.00% :	105,197.94
Years to Payout :	7.76	PW	8.00% :	392,915.10	PW	30.00% :	23,085.11
Internal Rate of Return (%) :	35.98	PW	10.00% :	318,196.94	PW	40.00% :	-9,954.06
		PW	12.00% :	257,304.34	PW	50.00% :	-23,124.58
		PW	15.00% :	186,061.33	PW	60.00% :	-27,795.85

TRC Standard Eco.rpt 1

Date :   04/25/2012     1:50:38PM	ECONOMIC SUMMARY PROJECTION		Total
Partner :                     All Cases
	Orcutt Diatomite-As of 12-31-11
	3C
	Discount Rate :	9.00
	As of :	01/01/2012

Est. Cum Oil (Mbbl) :	0.00
Est. Cum Gas (MMcf) :	0.00
Est. Cum Water (Mbbl) :	0.00

Year		Oil Gross (Mbbl)		Gas Gross (MMcf)		Oil Net (Mbbl)		Gas Net (MMcf)		Oil Price ($/bbl)		Gas Price ($/Mcf)		Oil & Gas Rev. Net (M$)		Misc. Rev. Net (M$)		Costs Net (M$)		Taxes Net (M$)		Invest. Net (M$)		NonDisc. CF Annual (M$)		Cum Disc. CF (M$)
2012			0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
2013			0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		42,282.69		-42,282.69		-36,623.47
2014			369.49		0.00		335.46		0.00		105.73		0.00		35,468.07		0.00		10,612.30		3,661.77		84,630.47		-63,436.47		-89,594.02
2015			909.91		0.00		826.11		0.00		105.73		0.00		87,344.80		0.00		16,966.79		9,017.59		25,926.73		35,433.69		-63,531.55
2016			1,303.68		0.00		1,183.61		0.00		105.73		0.00		125,143.56		0.00		34,138.31		12,919.98		61,342.06		16,743.22		-53,118.86
2017			1,669.86		0.00		1,516.07		0.00		105.73		0.00		160,294.28		0.00		45,775.47		16,548.99		138,998.75		-41,028.93		-79,470.55
2018			2,407.58		0.00		2,185.85		0.00		105.73		0.00		231,109.85		0.00		66,495.12		23,860.08		65,225.37		75,529.28		-37,227.05
2019			2,957.59		0.00		2,685.20		0.00		105.73		0.00		283,906.38		0.00		84,437.70		29,310.86		56,587.20		113,570.62		21,512.94
2020			3,357.97		0.00		3,048.71		0.00		105.73		0.00		322,339.66		0.00		100,847.77		33,278.76		148,313.76		39,899.37		39,977.34
2021			4,163.28		0.00		3,779.85		0.00		105.73		0.00		399,643.16		0.00		119,152.14		41,259.67		65,825.19		173,406.17		115,605.65
2022			5,045.20		0.00		4,580.55		0.00		105.73		0.00		484,301.04		0.00		135,819.53		49,999.86		39,923.10		258,558.56		219,825.85
2023			5,319.04		0.00		4,829.17		0.00		105.73		0.00		510,588.10		0.00		141,294.71		52,713.77		4,483.13		312,096.50		335,692.01
2024			5,344.52		0.00		4,852.30		0.00		105.73		0.00		513,033.79		0.00		141,468.42		52,966.26		9,713.44		308,885.68		440,951.67
2025			5,189.63		0.00		4,711.67		0.00		105.73		0.00		498,165.04		0.00		140,188.40		51,431.19		5,349.86		301,195.59		535,159.89
2026			4,404.17		0.00		3,998.55		0.00		105.73		0.00		422,767.18		0.00		131,425.62		43,647.02		6,151.84		241,542.69		604,533.94
Rem.			7,478.18		0.00		6,789.45		0.00		105.73		0.00		717,848.90		0.00		307,829.34		74,111.64		46,275.81		289,632.12		75,647.16
Total	17.8		49,920.10		0.00		45,322.56		0.00		105.73		0.00		4,791,953.82		0.00		1,476,451.61		494,727.42		801,029.40		2,019,745.39		680,181.10
Ult.			49,920.10		0.00

Eco. Indicators
Return on Investment (disc) :	2.481	Present Worth Profile (M$)
Return on Investment (undisc) :	3.521	PW	5.00% :	1,092,351.29	PW	20.00% :	189,904.25
Years to Payout :	9.22	PW	8.00% :	764,809.17	PW	30.00% :	51,448.18
Internal Rate of Return (%) :	40.43	PW	10.00% :	605,292.49	PW	40.00% :	1,115.65
		PW	12.00% :	480,036.12	PW	50.00% :	-17,881.50
		PW	15.00% :	339,657.94	PW	60.00% :	-24,739.86

TRC Standard Eco.rpt 1

APPENDIX II:

Technical Discussion

TECHNICAL DISCUSSION

Introduction

The Careaga Tract is located in the southeastern part of the Orcutt Field which is located onshore in northwestern Santa Barbara County, California, near the city of Santa Maria. SMP has an interest in the Careaga Tract that constitutes the southern portion of the Orcutt field (Figure 1).

Figure 1: Location of the Orcutt Field and the Careaga Tract outline

The following display (Figure 2) outlines the various leases that SMP has acquired and holds within the Careaga Tract (within the green outline): Phoenix Energy, L.L.C., 609 acres below 3,000 ft. (within the blue), Gitte-Ten, L.L.C., 177 acres below 3,000 ft. (within the red), Orcutt Properties, L.L.C., 4,024 acres above 3,000 ft. (within the green). The Careaga Tract lies in Section 36 of T9N R34W, Sections 31 and 32 of T9N R33W, and Sections 5, 6, 7, and 8 of T8N R33W SBBM.

GCA has been informed that SMP, as Operator, represents 99.625% of the WI in Sections 31 and 32 of T9N R33W of the Careaga tract, which covers the subject hydrocarbon reserves. A rectangular area covering 1,100 acres on the northern part of the Careaga tract in Sections 31 and 32 has been defined as the Target Development Area (TDA) within the lease that SMP operates, manages, controls and represents. The most productive interval of the Diatomite reservoir is shallower than 2,200 feet below ground surface, as in greater depths there is a diagenetic change of the Opal-A mineralogy to an Opal-CT mineralogy with a respective reduction in porosity.

Figure 2: Location of the Careaga Tract Leases

Study Objective

The objective of the reserve and resource evaluation study was to integrate the 3D geologic model with petrophysical property modeling of the four (4) hydrocarbon bearing zones of the Diatomite reservoir within the Sisquoc formation of SMP’s lease area in Orcutt Field.

3D Structure and Property modeling

Structural modeling of the diatomite horizon surfaces are approximately the same and include the 90-31-rd well data pertinent to the diatomite interval. A deterministic minimum tension gridding algorithm was used for well-to-well areal modeling of horizon surfaces. Structure surfaces and the top of the density transition zone (from Opal-A to Opal-CT) surface are shown in the following figure (Figure 3).

Figure: 3: Geologic Model of Diatomite Horizons for 670, 870, 1010, 1130 and Dns_Tz.

The number of layers per zone was selected to approximate the vertical heterogeneity indicated by well log lithology, porosity and resistivity profiles. A zone is defined here as the interval between consecutive horizon surfaces (tops). Intervals 670, 870, 1010 and 1130 correspond to 3D modeling zones of 4, 5, 6, and 7. A deterministic moving average inverse distance squared algorithm was used for well-to-well spacial modeling of properties.

Oil In-place

In estimating the oil in-place three cutoffs were applied to estimate net pay: 1) Clay content (represented by the shale fraction identified from the gamma ray (GR) log (Ish)) cutoff of 50% bulk volume was used to identify reservoir rock quality; 2) porosity range between 20 and 70% bulk volume; and, 3) Archie water saturation cutoff of less than 80% pore volume. Total porosity was used in the Archie water saturation model. The Ish ratio used for this study is defined as:

Ish=[GR_log - GR_clean]/[GR_shale – GR_clean] where GR_shale is 120 API and GR_clean is 25 API. A detailed petrophysical analysis is presented in GCA report C731.03 dated April 23, 2010.

The STOIIP was calculated for zone 6, zones 5 and 6 and zones 4, 5, 6 and 7 across designated areas of the pilot (20-well group), confidence polygon, and within specified resource concentration boundaries. Table 1 summarizes STOIIP for the plan of development well spacing, and for a range of recovery efficiencies.

Table 1: STOIIP

Area	Petrel Zone		Petrel STOIIP MMSTB		Area acres		Petrel Volm Calc MSTB/AC		WSP 0.33 ac /well		RF= 30% bbl/well		RF= 40% bbl/well		RF= 60% bbl/well
PDP 20-well group		6		1.5		8		188		0.33		18,563		24,750		37,125
PDP 20-well group		5 & 6		2.5		8		313		0.33		30,938		41,250		61,875
PDP 20-well group		4,5,6 & 7		3.0		8		375		0.33		37,125		49,500		74,250
1PUD — Confidence Polygon		6		45		291		155		0.33		15,309		20,412		30,619
2PUD — Confidence Polygon		5 & 6		86		291		296		0.33		29,258		39,010		58,515
3PUD — Confidence Polygon		4,5,6 & 7		97		291		333		0.33		33,000		44,000		66,000
Boundary 200 MSTB/AC		5 & 6		134		438		306		0.33		30,292		40,389		60,584
Boundary 250 MSTB/AC		5 & 6		108		323		334		0.33		33,102		44,136		66,204
Boundary 200 MSTB/AC		4,5,6 & 7		153		469		326		0.33		32,296		43,062		64,593
Boundary 250 MSTB/AC		4,5,6 & 7		120		338		355		0.33		35,148		46,864		70,296

Notes:

SMP Diatomite, Orcutt Field:

Reservoir Quality for the Dec. 31, 2009, 2010 and 2011 reserve audits and reservoir characterization studies are based on the well data and log-core correlations. Reservoir Quality is based on 3 cutoff criteria

1) Reservoir quality intervals are identified by using an Ish cutoff of Ish < 0.50. (Ish = (GR - GR_cln)/(GR_sh - GR_cln) where GR_cln = 25 API and GR_sh=120 API)

2) Porosity (range of total porosity 20 to 70% bv)

3) Saturation (Archie Water Saturation model using total porosity, and SW cutoff range of less than or equal to 80% pv)

Resource Evaluation Methodology

According to SMP’s development plans, up to 1,300 new wells may be drilled in the course of the next 15-30 years at a regular 1/3-acre well spacing. The constraints for their development are the land availability, locations that can be easily prepared in that terrain and resource extension. The following map shows the locations that SMP has identified for future development.

Figure 4: Future Well Locations at Identified by SMPH

Based on current oil in place maps, GCA has concluded that up to 929 of these wells can be placed in areas of the asset which should have at least 200 Bbl/acre oil in place (considering four zones; 4, 5, 6, and 7). Based on GCA’s estimates wells placed at that resource concentration would yield at least 20,000-25,000 Bbl per well and should be commercial. The following figures show the placement of wells that lie within designated reserve and contingent resources areas. It also distinguishes the wells that were considered in the 2C and 3C contingent estimate into 3 types (A, B and C) according to the resource concentration.

Resource concentration maps were converted from STOIIP into units of MSTB/acre for each zone. These are shown in the following figures (Figures 5, 6, 7 and 8). The confidence polygon is identified on each figure. The confidence polygon includes the area of the highest oil saturated target intervals 870 and 1010 (zones 5 and 6) within the well control on the lease and it includes the cyclic steam injection pilot test area.

Figure 5: Proved Developed Producing (PDP) in Pilot area and Confidence Polygon

Figure 6: Proved Undeveloped (PUD) Reserves and Contingent Resources (1C)

Figure 7: Contingent Resources (2C)

Figure 8: Contingent Resources (3C)

The current development plan for Orcutt diatomite was provided by SMPH in detail for the next 5 years. This provides for drilling 110 wells in 2014 and up to 120 wells yearly thereafter. The steaming capacity of the diatomite development is planned to be expanded through regulatory air emissions trading programs (cap-and-trade). Once the peak rate is achieved, development would proceed by adding 120 wells annually for as long as it is required to exhaust the resource. For the proved case, GCA did not assume drilling more than 120 new wells in any given year.

GCA used analytical thermodynamic models that relate steam injection to oil production. The first step was to match and forecast the performance of the 20-well pilot area where production is from interval 1010 (zone 6). The following figure shows the producing oil rate match at the beginning of the forecast (Figure 9).

Figure 9: Match of 20-well Pilot Area with Thermal Analytical Model

In building the above model, GCA used the parameters of zone 6 in describing the rock properties and resource concentration. Minor adjustments were made by adjusting heat losses to nearby rock and through production of hot fluids. This model suggests an effective decline of 5%/year for the first 52 months followed by an 84%/year decline afterwards. A similar decline scheme was used to extrapolate the performance of the 20-well group that is currently producing. The model was extended to predict the performance for the same 20-well group by recompleting the above interval 870 (zone 5). GCA then used the same and similar parameters to construct individual well types for the 1P scenario assuming similar performance as the 20- well pilot area for all the 110 new undeveloped wells that were qualified as proved undeveloped (PUD). The methodology was also applied to the Contingent Resources.

Steam performance comparisons were made between SMPH’s historical production and GCA’s forecast for the 1P, and analogous diatomite performance at Orcutt (Breitburn) and at Midway-Sunset (TRC). According to the following figure, the SMPH historical and forecasted 1P closely tracks the Brietburn trend. Thus, the thermal analytical model projections are deemed reasonable within the context of this evaluation and the projected profiles were adopted for economic evaluation.

Figure 10: Steam Performance Comparisons

Economic Parameters

The cost estimates used for the commerciality test and for the economic limit calculation were based on expense estimates made by SMPH on a unit basis. In order to simplify other cost estimates provided by SMPH, GCA used a combination of fixed and variable costs per barrel of oil and steam that matches closely the overall SMPH cost projections. The GCA fixed field expenses were adjusted to closely match the overall expenses forecast by SMPH for year 2012 at 3.44 MM$. The OPEX unit costs are presented in the following table (Table 2).

Table 2: OPEX

OPEX	Unit Costs
Fixed Well (1/1/ 2012 to ECL), US$/well/mo		4,659.00
Fixed Well (4/1/2014 to ECL), US$/well/mo		7,992.33
Fixed Field, US$/case		74,400.00
Variable Oil, $/bbl		2.78
Variable Steam & Fuel for Steam & Water Transport, US$/bbl		2.74
Variable Steam & Fuel (No Water Transport), US$/bbl		1.49
(for PUD 110-well expansion and beyond)
Variable Waste Water Handling, US$/bbl		0.15

Note: Annual Recurring CAPEX was converted to OPEX 3333.33 US$/well/mo as approved by SMPH

The capital expenditures costs for the 110-expansion for the proved reserves and the contingent resources were estimated based on unit costs and one-time costs in the following table (Table 3). SMPH estimates that each new well will cost about US$850,000 to be drilled and completed. SMPH estimates that 15% of the wells could be redrilled or an equivalent amount spent on repairs that could address dilation/compaction damages. The drilling program will be executed by multiple drill rigs that will be contracted. It is assumed that up to 120 wells can be drilled within 1 year according to the drilling and production schedule provided by SMPH. Each 85 MMBtu/hr steam generator planned for the project expansion will support 60 to 80 steam injection wells and is estimated to cost approximately US$3,000,000 . The wells will be drilled and completed according to the drilling schedule; however, the first day of production will be dependent on the completion of the associated steam generator facilities and wellhead hookup allowing the scheduled wells to come online as the development progresses.

Table 3: CAPEX

CAPEX	Unit Costs
Permitting & Regulatory, US$/well		17,545
Drilling, US$/well		368,290
Well Hookup, US$/well		77,273
Oil Facilities, US$/well		135,453
Steam & Water Facilities, US$/well		109,377
Steam Generator (85 MMBTU/hr ), US$/unit		3,000,000
Workovers, US$/well		30,000
Redrill (15% of drilled wells), US$/well		325,000
2 Horizontal Water Disposal Wells US$/well		2,300,000
P&A Diatomite wells, US$/well		50,000
One-time CAPEX Costs for 110-well Expansion	One-time Costs
Infrastructure, US$		14,437,800
CTS Environmental Mitigation, US$		1,000,000
P&A Monterey Wells for Diatomite Expansion, US$		3,018,400
Step-out Information Wells (5), US$		1,000,000

The oil produced by SMPH has about a 16 API gravity and it is sold close to California’s heavy crude index. The US$105.73/Bbl oil price premise used for this evaluation was suggested by SMPH and it is based on the 12-month average. The commerciality and economic tests for the December 31, 2011 reserves volumes were based on SMPH’s future scenario of oil which gives a realized price of US$105.73/Bbl after adjustments for quality and transportation. This price was used as of December 31, 2011 and was projected constant over the remainder of the project life. The economic evaluation reports are in Appendix I.

APPENDIX III:

Petroleum Resources Management System Definitions and Guidelines

Society of Petroleum Engineers, World Petroleum Council, American Association of

Petroleum Geologists and Society of Petroleum Evaluation Engineers

Petroleum Resources Management System

Definitions and Guidelines (³)

March 2007

Preamble

Petroleum resources are the estimated quantities of hydrocarbons naturally occurring on or within the Earth’s crust. Resource assessments estimate total quantities in known and yet-to-be-discovered accumulations; resources evaluations are focused on those quantities that can potentially be recovered and marketed by commercial projects. A petroleum resources management system provides a consistent approach to estimating petroleum quantities, evaluating development projects, and presenting results within a comprehensive classification framework.

International efforts to standardize the definition of petroleum resources and how they are estimated began in the 1930s. Early guidance focused on Proved Reserves. Building on work initiated by the Society of Petroleum Evaluation Engineers (SPEE), SPE published definitions for all Reserves categories in 1987. In the same year, the World Petroleum Council (WPC, then known as the World Petroleum Congress), working independently, published Reserves definitions that were strikingly similar. In 1997, the two organizations jointly released a single set of definitions for Reserves that could be used worldwide. In 2000, the American Association of Petroleum Geologists (AAPG), SPE and WPC jointly developed a classification system for all petroleum resources. This was followed by additional supporting documents: supplemental application evaluation guidelines (2001) and a glossary of terms utilized in Resources definitions (2005). SPE also published standards for estimating and auditing reserves information (revised 2007).

These definitions and the related classification system are now in common use internationally within the petroleum industry. They provide a measure of comparability and reduce the subjective nature of resources estimation. However, the technologies employed in petroleum exploration, development, production and processing continue to evolve and improve. The SPE Oil and Gas Reserves Committee works closely with other organizations to maintain the definitions and issues periodic revisions to keep current with evolving technologies and changing commercial opportunities.

The SPE PRMS document consolidates, builds on, and replaces guidance previously contained in the 1997 Petroleum Reserves Definitions, the 2000 Petroleum Resources Classification and Definitions publications, and the 2001 “Guidelines for the Evaluation of Petroleum Reserves and Resources”; the latter document remains a valuable source of more detailed background information.

These definitions and guidelines are designed to provide a common reference for the international petroleum industry, including national reporting and regulatory disclosure agencies, and to support petroleum project and portfolio management requirements. They are intended to improve clarity in global communications regarding petroleum resources. It is expected that SPE PRMS will be supplemented with industry education programs and application guides addressing their implementation in a wide spectrum of technical and/or commercial settings.

It is understood that these definitions and guidelines allow flexibility for users and agencies to tailor application for their particular needs; however, any modifications to the guidance contained herein should be clearly identified. The definitions and guidelines contained in this document must not be construed as modifying the interpretation or application of any existing regulatory reporting requirements.

The full text of the SPE PRMS Definitions and Guidelines can be viewed at:

www.spe.org/specma/binary/files/6859916Petroleum_Resources_Management_System_2007.pdf

³  These Definitions and Guidelines are extracted from the Society of Petroleum Engineers / World Petroleum Council / American Association of Petroleum Geologists / Society of Petroleum Evaluation Engineers (SPE/WPC/AAPG/SPEE) Petroleum Resources Management System document (“SPE PRMS”), approved in March 2007.

RESERVES

Reserves are those quantities of petroleum anticipated to be commercially recoverable by application of development projects to known accumulations from a given date forward under defined conditions.

Reserves must satisfy four criteria: they must be discovered, recoverable, commercial, and remaining based on the development project(s) applied. Reserves are further subdivided in accordance with the level of certainty associated with the estimates and may be sub-classified based on project maturity and/or characterized by their development and production status. To be included in the Reserves class, a project must be sufficiently defined to establish its commercial viability. There must be a reasonable expectation that all required internal and external approvals will be forthcoming, and there is evidence of firm intention to proceed with development within a reasonable time frame. A reasonable time frame for the initiation of development depends on the specific circumstances and varies according to the scope of the project. While 5 years is recommended as a benchmark, a longer time frame could be applied where, for example, development of economic projects are deferred at the option of the producer for, among other things, market-related reasons, or to meet contractual or strategic objectives. In all cases, the justification for classification as Reserves should be clearly documented. To be included in the Reserves class, there must be a high confidence in the commercial producibility of the reservoir as supported by actual production or formation tests. In certain cases, Reserves may be assigned on the basis of well logs and/or core analysis that indicate that the subject reservoir is hydrocarbon-bearing and is analogous to reservoirs in the same area that are producing or have demonstrated the ability to produce on formation tests.

On Production

The development project is currently producing and selling petroleum to market.

The key criterion is that the project is receiving income from sales, rather than the approved development project necessarily being complete. This is the point at which the project “chance of commerciality” can be said to be 100%. The project “decision gate” is the decision to initiate commercial production from the project.

Approved for Development

A discovered accumulation where project activities are ongoing to justify commercial development in the foreseeable future.

At this point, it must be certain that the development project is going ahead. The project must not be subject to any contingencies such as outstanding regulatory approvals or sales contracts. Forecast capital expenditures should be included in the reporting entity’s current or following year’s approved budget. The project “decision gate” is the decision to start investing capital in the construction of production facilities and/or drilling development wells.

Justified for Development

Implementation of the development project is justified on the basis of reasonable forecast commercial conditions at the time of reporting, and there are reasonable expectations that all necessary approvals/contracts will be obtained.

In order to move to this level of project maturity, and hence have reserves associated with it, the development project must be commercially viable at the time of reporting, based on the reporting entity’s assumptions of future prices, costs, etc. (“forecast case”) and the specific circumstances of the project. Evidence of a firm intention to proceed with development within a reasonable time frame will be sufficient to demonstrate commerciality. There should be a development plan in sufficient detail to support the assessment of commerciality and a reasonable expectation that any regulatory approvals or sales contracts required prior to project implementation will be forthcoming. Other than such approvals/contracts, there should be no known contingencies that could preclude the development from proceeding within a reasonable timeframe (see Reserves class). The project “decision gate” is the decision by the reporting entity and its partners, if any, that the project has reached a level of technical and commercial maturity sufficient to justify proceeding with development at that point in time.

Proved Reserves

Proved Reserves are those quantities of petroleum, which by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be commercially recoverable, from a given date forward, from known reservoirs and under defined economic conditions, operating methods, and government regulations.

If deterministic methods are used, the term reasonable certainty is intended to express a high degree of confidence that the quantities will be recovered. If probabilistic methods are used, there should be at least a 90% probability that the quantities actually recovered will equal or exceed the estimate. The area of the reservoir considered as Proved includes:

(1) the area delineated by drilling and defined by fluid contacts, if any, and

(2) adjacent undrilled portions of the reservoir that can reasonably be judged as continuous with it and commercially productive on the basis of available geoscience and engineering data.

In the absence of data on fluid contacts, Proved quantities in a reservoir are limited by the lowest known hydrocarbon (LKH) as seen in a well penetration unless otherwise indicated by definitive geoscience, engineering, or performance data. Such definitive information may include pressure gradient analysis and seismic indicators. Seismic data alone may not be sufficient to define fluid contacts for Proved reserves (see “2001 Supplemental Guidelines,” Chapter 8). Reserves in undeveloped locations may be classified as Proved provided that the locations are in undrilled areas of the reservoir that can be judged with reasonable certainty to be commercially productive. Interpretations of available geoscience and engineering data indicate with reasonable certainty that the objective formation is laterally continuous with drilled Proved locations. For Proved Reserves, the recovery efficiency applied to these reservoirs should be defined based on a range of possibilities supported by analogs and sound engineering judgment considering the characteristics of the Proved area and the applied development program.

Probable Reserves

Probable Reserves are those additional Reserves which analysis of geoscience and engineering data indicate are less likely to be recovered than Proved Reserves but more certain to be recovered than Possible Reserves.

It is equally likely that actual remaining quantities recovered will be greater than or less than the sum of the estimated Proved plus Probable Reserves (2P). In this context, when probabilistic methods are used, there should be at least a 50% probability that the actual quantities recovered will equal or exceed the 2P estimate. Probable Reserves may be assigned to areas of a reservoir adjacent to Proved where data control or interpretations of available data are less certain. The interpreted reservoir continuity may not meet the reasonable certainty criteria. Probable estimates also include incremental recoveries associated with project recovery efficiencies beyond that assumed for Proved.

Possible Reserves

Possible Reserves are those additional reserves which analysis of geoscience and engineering data indicate are less likely to be recoverable than Probable Reserves.

The total quantities ultimately recovered from the project have a low probability to exceed the sum of Proved plus Probable plus Possible (3P), which is equivalent to the high estimate scenario. When probabilistic methods are used, there should be at least a 10% probability that the actual quantities recovered will equal or exceed the 3P estimate. Possible Reserves may be assigned to areas of a reservoir adjacent to Probable where data control and interpretations of available data are progressively less certain. Frequently, this may be in areas where geoscience and engineering data are unable to clearly define the area and vertical reservoir limits of commercial production from the reservoir by a defined project. Possible estimates also include incremental quantities associated with project recovery efficiencies beyond that assumed for Probable.

Probable and Possible Reserves

(See above for separate criteria for Probable Reserves and Possible Reserves.)

The 2P and 3P estimates may be based on reasonable alternative technical and commercial interpretations within the reservoir and/or subject project that are clearly documented, including comparisons to results in successful similar projects. In conventional accumulations, Probable and/or Possible Reserves may be assigned where geoscience and engineering data identify directly adjacent portions of a reservoir within the same accumulation that may be separated from Proved areas by minor faulting or other geological discontinuities and have not been penetrated by a wellbore but are interpreted to be in communication with the known (Proved) reservoir. Probable or Possible Reserves may be assigned to areas that are structurally higher than the Proved area. Possible (and in some cases, Probable) Reserves may be assigned to areas that are structurally lower than the adjacent Proved or 2P area. Caution should be exercised in assigning Reserves to adjacent reservoirs isolated by major, potentially sealing, faults until this reservoir is penetrated and evaluated as commercially productive. Justification for assigning Reserves in such cases should be clearly documented. Reserves should not be assigned to areas that are clearly separated from a known accumulation by non-productive reservoir (i.e., absence of reservoir, structurally low reservoir, or negative test results); such areas may contain Prospective Resources. In conventional accumulations, where drilling has defined a highest known oil (HKO) elevation and there exists the potential for an associated gas cap, Proved oil Reserves should only be assigned in the structurally higher portions of the reservoir if there is reasonable certainty that such portions are initially above bubble point pressure based on documented engineering analyses. Reservoir portions that do not meet this certainty may be assigned as Probable and Possible oil and/or gas based on reservoir fluid properties and pressure gradient interpretations.

Developed Reserves

Developed Reserves are expected quantities to be recovered from existing wells and facilities.

Reserves are considered developed only after the necessary equipment has been installed, or when the costs to do so are relatively minor compared to the cost of a well. Where required facilities become unavailable, it may be necessary to reclassify Developed Reserves as Undeveloped. Developed Reserves may be further sub-classified as Producing or Non-Producing.

Developed Producing Reserves

Developed Producing Reserves are expected to be recovered from completion intervals that are open and producing at the time of the estimate.

Improved recovery reserves are considered producing only after the improved recovery project is in operation.

Developed Non-Producing Reserves

Developed Non-Producing Reserves include shut-in and behind-pipe Reserves.

Shut-in Reserves are expected to be recovered from:

(1) completion intervals which are open at the time of the estimate but which have not yet started producing,

(2) wells which were shut-in for market conditions or pipeline connections, or

(3) wells not capable of production for mechanical reasons.

Behind-pipe Reserves are expected to be recovered from zones in existing wells which will require additional completion work or future re-completion prior to start of production. In all cases, production can be initiated or restored with relatively low expenditure compared to the cost of drilling a new well.

Undeveloped Reserves

Undeveloped Reserves are quantities expected to be recovered through future investments:

(1) from new wells on undrilled acreage in known accumulations,

(2) from deepening existing wells to a different (but known) reservoir,

(3) from infill wells that will increase recovery, or

(4) where a relatively large expenditure (e.g. when compared to the cost of drilling a new well) is required to:

(a) recomplete an existing well, or

(b) install production or transportation facilities for primary or improved recovery projects.

CONTINGENT RESOURCES

Those quantities of petroleum estimated, as of a given date, to be potentially recoverable from known accumulations by application of development projects, but which are not currently considered to be commercially recoverable due to one or more contingencies.

Contingent Resources may include, for example, projects for which there are currently no viable markets, or where commercial recovery is dependent on technology under development, or where evaluation of the accumulation is insufficient to clearly assess commerciality. Contingent Resources are further categorized in accordance with the level of certainty associated with the estimates and may be sub-classified based on project maturity and/or characterized by their economic status.

Development Pending

A discovered accumulation where project activities are ongoing to justify commercial development in the foreseeable future.

The project is seen to have reasonable potential for eventual commercial development, to the extent that further data acquisition (e.g. drilling, seismic data) and/or evaluations are currently ongoing with a view to confirming that the project is commercially viable and providing the basis for selection of an appropriate development plan. The critical contingencies have been identified and are reasonably expected to be resolved within a reasonable time frame. Note that disappointing appraisal/evaluation results could lead to a re-classification of the project to “On Hold” or “Not Viable” status. The project “decision gate” is the decision to undertake further data acquisition and/or studies designed to move the project to a level of technical and commercial maturity at which a decision can be made to proceed with development and production.

Development Unclarified or on Hold

A discovered accumulation where project activities are on hold and/or where justification as a commercial development may be subject to significant delay.

The project is seen to have potential for eventual commercial development, but further appraisal/evaluation activities are on hold pending the removal of significant contingencies external to the project, or substantial further appraisal/evaluation activities are required to clarify the potential for eventual commercial development. Development may be subject to a significant time delay. Note that a change in circumstances, such that there is no longer a reasonable expectation that a critical contingency can be removed in the foreseeable future, for example, could lead to a reclassification of the project to “Not Viable” status. The project “decision gate” is the decision to either proceed with additional evaluation designed to clarify the potential for eventual commercial development or to temporarily suspend or delay further activities pending resolution of external contingencies.

Development Not Viable

A discovered accumulation for which there are no current plans to develop or to acquire additional data at the time due to limited production potential.

The project is not seen to have potential for eventual commercial development at the time of reporting, but the theoretically recoverable quantities are recorded so that the potential opportunity will be recognized in the event of a major change in technology or commercial conditions. The project “decision gate” is the decision not to undertake any further data acquisition or studies on the project for the foreseeable future.

PROSPECTIVE RESOURCES

Those quantities of petroleum which are estimated, as of a given date, to be potentially recoverable from undiscovered accumulations.

Potential accumulations are evaluated according to their chance of discovery and, assuming a discovery, the estimated quantities that would be recoverable under defined development projects. t is recognized that the development programs will be of significantly less detail and depend more heavily on analog developments in the earlier phases of exploration.

Prospect

A project associated with a potential accumulation that is sufficiently well defined to represent a viable drilling target.

Project activities are focused on assessing the chance of discovery and, assuming discovery, the range of potential recoverable quantities under a commercial development program.

Lead

A project associated with a potential accumulation that is currently poorly defined and requires more data acquisition and/or evaluation in order to be classified as a prospect.

Project activities are focused on acquiring additional data and/or undertaking further evaluation designed to confirm whether or not the lead can be matured into a prospect. Such evaluation includes the assessment of the chance of discovery and, assuming discovery, the range of potential recovery under feasible development scenarios.

Play

A project associated with a prospective trend of potential prospects, but which requires more data acquisition and/or evaluation in order to define specific leads or prospects.

Project activities are focused on acquiring additional data and/or undertaking further evaluation designed to define specific leads or prospects for more detailed analysis of their chance of discovery and, assuming discovery, the range of potential recovery under hypothetical development scenarios.

RESOURCES CLASSIFICATION

PROJECT MATURITY