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INDICATIVE TERM SHEET

Summary of Terms and Conditions

This primary purpose of this term sheet (“Term Sheet”) is to set forth the principal terms and conditions of a proposed acquisition of certain oil and gas properties (the “Transferred Properties”) and certain equity interests (the “Transferred Companies” together with the Transferred Properties, the “Transferred Assets”, and proposed acquisition, the “Proposed Transaction”) from Northstar Financial Services Ltd. (“Northstar”) and Prospect Ridge Energy, Ltd. (“PRE” and collectively with Northstar, the “Seller”). For purposes hereof, the term “Seller” includes Northstar, PRE, NS EBR, LP, NSES 13, LLC, New Stream Energy Solutions Fund (Cayman), Ltd., its and their subsidiaries, and any entity that the Seller or its subsidiaries may form or invest in and shall also include any successor to or assignee of all or a portion of the Transferred Assets. Seller acknowledges that it has received a formal indication of interest from ASYM Energy Investments LLC (together with its designees and affiliates, “ASYM”) outlining the terms on which ASYM and an unaffiliated third-party to be determined by ASYM (“Purchaser”) would be willing, subject to the terms and conditions of this Term Sheet, to acquire the Transferred Assets. ASYM and the Seller are referred to herein each individually as a “Party” and collectively herein as the “Parties.” By executing this Term Sheet, the Parties confirm that the following numbered paragraphs, except as specifically set forth herein, shall constitute the binding and enforceable agreement of Seller and ASYM (in further consideration of the Parties’ mutual undertakings as to the matters described herein).

I. Proposed Transaction:

As of the date hereof, ASYM proposes to acquire the Transferred Assets for aggregate purchase consideration equal to the asset value of the Transferred Assets with an effective date of October 1, 2011 (“Effective Date”, and collectively “Aggregate Value”). Pursuant to ASYM’s preliminary due diligence, the Aggregate Value was approximately $70,000,000 on January 1, 2011. At Closing, the Seller shall receive:

$25,000,000 in cash; and

The balance in the shares of capital stock of Purchaser (the “Purchaser Capital Stock”).

For avoidance of doubt, the “Aggregate Value” of the Proposed Transaction shall be the aggregate of the value of the consideration offered for the Transferred Assets, including the amount of cash offered plus the value of any debt obligations directly or indirectly assumed, repurchased or retired, and the value attributed to any securities offered as purchase consideration as well as the aggregate amount of any dividends or other distributions (in cash or otherwise) which are declared after the date the Proposed Transaction is announced or otherwise in connection with the Proposed Transaction (other than dividends and distributions that are declared or paid in the normal course of business).

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II. Purchaser: In connection with and simultaneous to the Proposed Transaction, the Purchaser will consummate a merger transaction (“Business Combination”) with a newly-formed blank check company (the “SPAC”) or other public company through which said Purchaser will become a publicly-listed exploration and production “E&P” company (post-merger).

III. Purchaser Capital Stock:

The Purchaser Capital Stock shall:

(i) be of the same class of capital stock as is issued to ASYM or its affiliate pursuant to the transfer of certain of its oil and gas investments to Purchaser (the “ASYM Contribution”);

(ii) have rights that are pari passu with those of ASYM or such affiliate in the capital stock of Purchaser issued to ASYM or its applicable affiliate pursuant to the ASYM Contribution; and

(iii) be issued to Northstar and ASYM pro-rata based upon, net of any cash paid or distributed each Party, the relative value of the Seller’s Aggregate Value and the asset value of Purchaser, inclusive of the ASYM Contribution.

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IV. Transferred Properties:

The Transferred Properties shall include the following:

(i) All oil, gas and mineral leases, and the leasehold estates created thereby, including royalties, overriding royalties, working interests, net profits interests, reversionary interests, and other leasehold and fee interests owned by:

(a) NS EBR, LP covering various properties located in Texas and Louisiana, including, without limitation, those set forth in the reserve report attached hereto as Exhibit A (the “NS EBR Leasehold”);

(b) PRE, covering various properties located in Liberty County, Texas including, without limitation, those set forth in the reserve report attached hereto as Exhibit B (individually, the “PRE Leasehold”); and

(c) NSES 12, LLC covering various properties located in Kentucky including, without limitation, those set forth in the reserve report attached hereto as Exhibit C (individually, the “KY Leasehold” and with the NS EBR Leasehold and PRE Leasehold, collectively the “Leases”),

(ii) including, but not limited to all corresponding interests in and to all the property and rights incident thereto, including all rights in any pooled, communitized or unitized acreage by virtue of the Leases being a part thereof (the “Units”);

(iii) all surface leases and division and transfer orders covering or affecting any or all of the interests described or referred to above and all other contracts, contractual rights, interests and other agreements covering or affecting any or all of the interests described or referred to above;

(iv) all surface fee interests, servitudes, easements, rights-of-way, licenses, authorizations, permits, and similar rights and interests applicable to, or used in connection with, any or all of the above described interests (the “Easements”);

(v) all oil, condensate, natural gas, natural gas liquids, and hydrocarbons and other minerals attributable to Seller’s interest in the Leases and Units (the “Hydrocarbons”);

(vi) all environmental and other governmental (whether federal, state or local) permits, licenses, orders, authorizations, franchises and related instruments or rights relating to the ownership, operation or use of the Leases, the Units or the Facilities (the “Permits”); and

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(vii) to the extent transferable without payment of a transfer or licensing fee, or in the event a transfer fee or licensing fee is due in connection with the transfer thereof and to the extent that Buyer has agreed to pay such fee, all of Seller’s right, title and interest in and to all suspension accounts, well logs, maps, and suspense proceeds, books, files, records, correspondence, studies, surveys, reports, geologic, proprietary geophysical and seismic data (including raw data and any interpretative data or information relating to such geologic, geophysical and seismic data), software licenses and other data in the actual possession or control of Seller and relating to the environmental condition and operation of the Leases, Lands and Facilities, including all title records, customer lists, supplier lists, operational records, technical records, production and processing records, division order and lease right-of-way files, accounting files and Contract files including hard copies and electronic format (the “Records”).

V. Material Assumptions:

Subject to the terms of investment documents and review of tax treatment of transfers, the Transferred Properties shall be transferred as real property, in the form of working interests.

VI. Transferred Companies:

All of the equity interests in Prospect Ridge Energy, LLC.

VII. Post-Closing Purchaser Dividend:

Subject to certain conditions to be agreed to and receipt of lender approvals as well as requisite approvals granted by the Purchaser’s Board of Directors, Purchaser will make reasonable efforts to pay a post-closing dividend or distribution on either a one-time and/or ongoing to its shareholders in an amount to be determined prior to the closing of the Proposed Transaction.

VIII. Closing Subject to satisfaction of applicable closing condition, the closing is expected to occur no later than April 30, 2012 (the “Closing”).

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IX Closing Conditions In addition to customary closing conditions and other closing conditions to be agreed to, Seller’s obligation to sell the Transferred Assets will be subject to the following conditions:

The ASYM Contribution shall have been consummated.

Purchaser is a public company and the Purchaser Capital Stock is registered with the SEC, listed with a national securities exchange in the US and, subject to a customary lock-up not to exceed 12 months, will be freely tradable by Seller.

A person designated by Seller shall have been appointed to serve on the Board of Directors of Purchaser, the terms of such appointment to be agreed to.

Receipt of any necessary approvals from the United States Bankruptcy Court for the District of Delaware pursuant to that certain Chapter 11 bankruptcy matter captioned In re New Stream Secured Capital Fund (U.S.) Inc., 11-10753.

Pursuant to the partnership agreements relating thereto (the “EBR Partnership Agreements”), Northstar shall cause the limited partnership interests that it or its subsidiaries hold in NS EBR LP or other partnerships that own the Transferred Properties to be converted to working interests in the underlying energy assets (the “Working Interests”) and Mark Ely / EBR Management, LLC or their applicable affiliates (collectively, “Ely”) to convert their interests in NS EBR LP and such other partnerships into Working Interests in such underlying energy assets. For clarification purposes, one-hundred percent (100%) of the Transferred Properties of NS EBR LP to be included as part of the Transferred Assets are described in Exhibit A, attached hereto. For the avoidance of doubt, the “GP Sharing Percentage” as defined in the NS EBR LP Limited Partnership Agreement dated August 18, 2008, shall not be due, earned or paid by the Purchaser.

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X. Due Diligence ASYM to confirm its preliminary due diligence and will conduct additional financial and legal due diligence. Northstar will provide updated reserve reports for the Transferred Assets with a October 1, 2011 effective date by November 15, 2011 (“Internal Reserve Report”). Additionally, Northstar will provide third party appraisals of the Transferred Assets to ASYM with an October 1, 2011 effective date by December 31, 2011 (“SEC Reserve Report”). The SEC Reserve Report will be based on actual price differentials and performed by nationally recognized firms experienced in the appraisal of energy assets and companies according to SEC regulations. Such due diligence will be completed by November 30, 2011.

Upon identification of Purchaser, Northstar will complete due diligence of the Purchaser and ASYM Assets. Assuming the Purchaser is identified by November 10, 2011; such due diligence will be completed by November 30, 2011. Northstar will rely upon third party appraisals of the ASYM Assets to Purchaser pursuant to the ASYM Asset Transfer. Such appraisals are attached as exhibits and were performed by a nationally recognized firm experienced in the appraisal of energy assets and companies and in accordance with SEC regulations..

XI. Expenses Except as set forth in “Break-Up Fee”, each party shall bear its own costs and expenses, including legal, accounting and other professional fees, incurred in connection with the negotiation, execution and consummation of the transactions described herein and shall have no obligation to the other party for any damages, fees or expenses in the event such party shall terminate negotiations with such other party.

XII. Break-Up Fee In the event that Ely acquires or receives through a transfer or other method: (a) the NS EBR LP limited partnership interests, the limited liability company units of NSES 13, LLC or its affiliates, or Northstar in the entities directly holding the Transferred Assets (the “EBR Assets”) and/or (b) Working Interests related to the EBR Assets, and as a direct result of such any Ely Acquisition, ASYM or the Purchaser terminates negotiations as to the transactions contemplated hereby, Northstar and PRE shall jointly pay to ASYM a break-up fee in an amount equal to $2.0 million.

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XIII. Definitive Agreements

The parties will negotiate in good faith the terms of definitive agreements with respect to the transfer of the Transferred Assets. In the event such definitive agreements provide for payment of other break-up fees in addition to the Break-Up Fee (as defined herein) to Purchaser, reverse break-up fees payable to Northstar shall also be provided for in such definitive agreements. In either case, such other break-up or reverse break-up fees shall be limited to reasonable out-of-pocket costs and expenses.

Until execution of such definitive agreements, no party shall have any obligations with respect to the transfer of the Transferred Assets, except as set forth in “Expenses” and “Break-Up Fee”.

XIV. Exclusivity Upon initial agreement to the terms set forth in this Letter, ASYM and TPGC will collectively pursue the Transaction in good faith using reasonable efforts and on an exclusive basis in order to execute and close the Transaction upon the Term Sheet Expiration, if any.

XV. Confidentiality This letter is delivered with the understanding that ASYM will not disclose the existence or terms of this letter to any third party except disclosures made to ASYM's attorneys, accountants and advisors who agree to be bound by the same confidentiality terms, and except as required by law.

XVI. Governing Law: State of New York, without regard to conflicts of laws principles.

XVII. Jurisdiction: Exclusive to New York, New York federal and state courts.

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