Blacksands Petroleum-Texas, LLC
EXHIBIT 10.1
Blacksands Petroleum-Texas, LLC
000 Xxxxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000
Main no. 000.000.0000 Fax no. 000.000.0000
July 9, 2014
Adwar Drilling Fund II, L.P.
x/x Xxxxx Xxxxxxxx Xxxxxxxx, XXX0000 Xxxxxx Xxxxxx Pkwy., Xxxxxx Xxxxx Xxxxx 000
Xxx Xxxxx, Xxxxxx00000
|
Re: |
Amendment 2 toDevelopment Agreement (defined below) ApClark Field Project |
Gentlemen:
This letter, to be effective as of March 31, 2014, constitutes the second amendment (“DA Amendment 2”) to that certain Development Agreement, dated September 3, 2013 (“Development Agreement”),by and among (i) Blacksands Petroleum-Texas, LLC, a Texas Limited Liability Company (“Blacksands”), (ii) NRG Assets Management, LLC, a Texas Limited Liability Company (“NRG”), and (iii) Adwar Drilling Fund II, L.P., a Nevada Limited Partnership (“Participant”). Blacksands, NRG and Participant may each be referred to herein as a “Party” or, collectively, as the “Parties”. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Development Agreement.
RECITALS
A. Pursuant to the Development Agreement, Participantagreed to participate in the drilling and operation by NRG of four Development Xxxxx (“Development Xxxxx”) located on the Oil, Gas and Mineral Lease(s) covering the lands delineated in the Development Agreement on Exhibit “A”, which xxxxx consisted of (i) the Livestock Well Xx. 0-0, (xx) xxx Xxxxxxxxx Xxxx Xx. 00-0, (xxx) the BVR Well No. 5-1, and (iv) the Xxxxx Well No. 3-1.
B. The Parties acknowledge that, at the time the Development Agreement was entered into, ApClark LLC, a Delaware limited liability company (“APC”), and not Blacksands, owned or was otherwise the beneficial owner of the interests in the xxxxx conveyed or to be conveyed to Participant under the Development Agreement (the “Adwar Interests”).
C. The Parties desire to amend the Development Agreement to recognize APC’s conveyance of the Adwar Interests and to make APC a signatory to the Development Agreement.
X. Xxxxx desires to reduce the number of Development Xxxxx in which it participates under the Development Agreement to three, with Adwar acquiring a participation interest only in (i) the Livestock Well No. 7-2, (ii) the Livestock Well No. 18-2, and (iii) the BVR Well No. 5-1.
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E. The Parties desire to amend the Development Agreement to reflect that the Adwar Interests shall apply only to the Livestock Well No. 7-2, the Livestock Well No. 18-2, and the BVR Well No. 5-1, and that the Adwar Interests shall not apply to the Xxxxx Well No. 3-1.
F. The Parties desire to acknowledge the appointment of PIE Operating, LLC as the Operator for Livestock Well Xx. 0-0, Xxxxxxxxx Xxxx Xx. 00-0, and the BVR Well No. 5-1.
G. In consideration of the foregoing and of the covenants and agreements hereinafter set forth, it is hereby agreed by and among the Parties that the Development Agreement shall be amended as follows:
AMENDMENTS
1. The Preambleto the Development Agreement is hereby deleted in its entirety and the following new Preamble to the Development Agreement is substituted in its place and stead, in the same manner as if the said new Preamble to the Development Agreement had been originally incorporated into the Development Agreement:
“This Development Agreement and the Exhibits attached hereto (“Development Agreement”) constitute the Development Agreement between Blacksands Petroleum-Texas, LLC a Texas Limited Liability Company (“Blacksands”), NRG Assets Management, LLC, a Texas Limited Liability Company (“NRG”), ApClark, LLC, a Delaware Limited Liability Company (“APC”), and Adwar Drilling Fund II, L.P., a Nevada Limited Partnership (“Participant”) regarding Participant participating in the drilling and operating by PIE Operating, LLC of threedevelopment xxxxx located on the Oil, Gas and Mineral Lease(s) covering the lands delineated on Exhibit “A”, attached hereto and located in Xxxxxx County, Texas (“ApClark Project” or the “Property”). Blacksands, NRG, APC and Participant are sometimes hereinafter collectively referred to as the “Parties” and singularly as a “Party.”
2. All references to “Blacksands” in the Development Agreement shall be deemed to refer to APC, and not Blacksands.
3. Article I of the Development Agreement is hereby deleted in its entirety and the following new Article I of the Development Agreement is substituted in its place and stead, in the same manner as if the said new Article I of the Development Agreement had been originally incorporated into the Development Agreement:
“Participant desires to acquire from APC an undivided working interest in and to the Livestock Well No. 7-2, the Livestock Well No. 18-2, and the BVR Well No. 5-1 (collectively referred to as the “Development Xxxxx”), insofar as to the wellbores and production therefrom and Participant’s proportionate undivided leasehold working interest as set out herein for the Livestock Well No. 7-2, Livestock Well No. 18-2, and the BVR Well No. 5-1 in return for its (i) Upfront Monies set out in Article II below, and (ii) participation in the drilling of the Development Well(s) under the terms set out in Article IV below.”
4. All references to and provisions pertaining to the Xxxxx Well No. 3-1 shall be excised from the Development Agreement for all intents and purposes, such that the Development Agreement (and the Adwar Interests) shall pertain solely to the Livestock Well No. 7-2, the Livestock Well No. 18-2 and the BVR Well No. 5-1.
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5. The Parties acknowledge the receipt by APC from Adwar of $630,000.00 under the Development Agreement. The Parties hereby agree that $10,000.00 of such monies shall be designated as “Upfront Monies” paid with respect to the Livestock Well No. 7-2, $10,000.00 shall be designated as “Upfront Monies” paid with respect to the Livestock Well No. 18-2, and $10,000.00 shall be designated as “Upfront Monies” paid with respect to the BVR Well No. 5-1. The Parties further agree that the remaining $600,000.00 of the monies already received by APC from Adwar shall be credited to Adwar’s earned working interest in the Development Xxxxx as follows: (i) $200,000.00 shall be credited to Adwar’s earned working interest in the Livestock Well No. 7-2, (ii) $200,000.00 shall be credited to Adwar’s earned working interest in the Livestock Well No. 18-2, and (iii) $200,000.00 shall be credited to Adwar’s earned working interest in the BVR Well No. 5-1. In order to recognized the above transactions, Article II of the Development Agreement is hereby deleted in its entirety and the following new Article II of the Development Agreement is substituted in its place and stead, in the same manner as if the said new Article II of the Development Agreement had been originally incorporated into the Development Agreement:
“Upfront Monies” is defined as the costs and expenses set out below:
Development Well(s), per well:
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Participant |
Participant | |||
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Working Interest |
Upfront Monies | |||
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≈ 6.4% |
$ |
10,000.00 |
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Participant’s Total Est. Upfront Monies per well |
$ |
10,000.00 |
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Participantshall acquire an undivided working interest in and to the Livestock Well No. 7-2, Livestock Well Xx. 00-0, xxx XXX Xxxx Xx. 0-0 Xxxxxxxxxxx Xxxxx, insofar as to the wellbores and production therefrom and a proportionate undivided leasehold working interest. As to each Development Well, the undivided working interest to which Participant shall be entitled shall be equal to seventy-five percent (75%) of the quotient derived by dividing (a) the difference of the actual total amount of funds invested by Participant in such Development Well minus the Upfront Monies, and (b) the actual amounts spent to complete such Development Well. The Parties estimate that Participant shall be entitled to a 6.402272% undivided leasehold working interest (with an associated 4.801704% of 8/8th net revenue interest) in and to (i) the Livestock Well No. 7-2, production therefrom and 80 gross acres around said well, (ii) the Livestock Well No. 18-2, production therefrom and 80 gross acres around said well, and (iii) the BVR Well No. 5-1 production therefrom and 80 gross acres around said well. If drilling costs are less than $2.3M for any Development Well, (A) any excess funds will be returned to Participant, or (B) Participant’s interest in such Development Well shall be increased proportionately, at the election of Participant. If drilling costs are greater than $2.3M for any Development Well, Participant’s Working Interest will be reduced proportionately.
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6. Each of Exhibit E, and Exhibit I to the Development Agreement is hereby deleted in its entirety.
7. Exhibit G to the Development Agreement is hereby deleted in its entirety and the new Exhibit G to the Development Agreement attached hereto is substituted in its place and stead, in the same manner as if the said new Exhibit G to the Development Agreement had been originally incorporated into the Development Agreement.
8. Exhibit H to the Development Agreement is hereby deleted in its entirety and the new Exhibit H to the Development Agreement attached hereto is substituted in its place and stead, in the same manner as if the said new Exhibit H to the Development Agreement had been originally incorporated into the Development Agreement.
9. Exhibit J to the Development Agreement is hereby deleted in its entirety and the new Exhibit J to the Development Agreement attached hereto is substituted in its place and stead, in the same manner as if the said new Exhibit J to the Development Agreement had been originally incorporated into the Development Agreement.
10. Exhibit K to the Development Agreement is hereby deleted in its entirety and the new Exhibit K to the Development Agreement attached hereto is substituted in its place and stead, in the same manner as if the said new Exhibit K to the Development Agreement had been originally incorporated into the Development Agreement.
11. The Parties acknowledge that PIE Operating, LLC has, effective March17, 2014, obtained the exclusive appointment as operator for the Livestock Well No. 7-2, Livestock Well Xx. 00-0, xxx XXX Xxxx Xx. 0-0 Xxxxxxxxxxx Xxxxx. The Parties hereby approve the appointment of PIE Operating, LLC as the operator for the Livestock Well No. 7-2, the Livestock Well No. 18-2, and BVR Well No. 5-1 and agree that PIE Operating, LLC shall not be replaced as the operator under this or any other agreement without the prior written approval of Participant and APC.
12. The Parties agree that any and all other provisions of the Development Agreement that are inconsistent with this DA Amendment 2 shall be deemed amended to the extent (and only to the extent) necessary to conform such provisions to the intent of the Parties as evidenced by this DA Amendment 2.
13. Adwar acknowledges that the amendments to the Development Agreement and the reduction in number of the Development Xxxxx evidenced hereby are by mutual agreement of the Parties and that Adwar has conducted any and all due diligence it has deemed necessary or proper with respect to the amendments and transactions evidenced hereby. Adwar agrees to indemnify, defend and hold harmless the other Parties and each of their affiliates, directors, officers, managers, members, partners, shareholders, employees, agents, consultants, advisers and representatives from and against any and all Losses that arise from or relate to this DA Amendment 2, and the reduction in number of the Development Xxxxx from four to three. For purposes of this Section 8, “Losses” shall mean any liabilities, damage, losses, claims, causes of action, payments, charges, judgments, assessments, penalties, fines, awards, settlements, diminutions in value, liens, deficiencies, costs and expenses (including reasonable attorneys’ fees and expenses).
14. Except as previously amended and as further amended hereby, the Development Agreement shall remain in full force and affect.
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IN WITNESS WHEREOF, this instrument is executed effective as of the date first written above.
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Blacksands: |
NRG: |
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Blacksands Petroleum-Texas, LLC |
NRG Assets Management, LLC |
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| Name: | Name: | |||
| Title: | Title: | |||
| Date: | Date: | |||
| APC: | Participant: | |||
| ApClark, LLC | Adwar Drilling Fund II, L.P.
By: Adwar Drilling Partners, LLC Its: General Partner |
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| Name: | By its Managing Member Calmerica Resource Development, Inc. | |||
| Title: | By: Xxxxxxx X. XxXxxx, President | |||
| Date: | Date: July 9, 2014 |
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EXHIBIT “G”
Attached to and made a part of the Development Agreement dated September 3, 2013
between Blacksands TX, NRG and Adwar Drilling Fund II, L.P.
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A U T H O R I Z A T I O N - F O R - E X P E N D I T U R E |
|||||||||
|
Drill & Complete |
| Original AFE No. | Date: | June 5, 2013 | ||||||
|
Supplemental No. |
Well Type: |
Development |
||||||
|
Revision No. |
Working Interest |
100.00% |
||||||
|
Footage rate |
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|
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Lease/Well Name: Xxxxxxxxx 00-0 |
Xxx Xxxx: |
x |
Re-Entry: |
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Location: Xxxxxx County, TX |
County/Parish: |
Xxxxxx |
||||||
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Field/Prospect: Apclark Field |
State: |
Texas |
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Objective For: |
Spraberry |
Proposed TD: |
9,300 ft |
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Other Potential Formation: |
Strawn, Cline, Mississippi |
Acres in Lease |
640 |
|||||
| INTANGIBLE COSTS |
BCP |
ACP |
COMPLETION |
||||||
|
IDC |
ICC |
||||||||
|
9207 |
9307 |
Permit/Survey/Damages |
$6,000 |
||||||
|
9222 |
9322 |
Land & Legal |
$10,000 |
||||||
|
9211 |
9311 |
Location & Road, Build & Restore |
$185,000 |
$5,000 |
|||||
|
9202 |
9301 |
Contract Drilling - Day Work Day Rate: $12,500.00 |
$75,000 |
||||||
|
9203 |
Contract Drilling - Turnkey |
||||||||
|
9204 |
Footage: 9300' @ $36.36/Ft |
$338,148 |
$6,400 |
||||||
|
9301 |
Completion Rig Day Rate: $3,750.00 |
$22,500 |
|||||||
|
9245 |
9302 |
Mob / Demob |
|||||||
|
9209 |
9309 |
Mud & Chemical |
$75,000 |
$85,000 |
$20,000 |
||||
|
9224 |
9324 |
Fuel |
$2,500 |
||||||
|
9209 |
9309 |
Water / Water Well |
$30,000 |
$20,000 |
$10,000 |
||||
|
9219 |
9319 |
Bits |
|||||||
|
9204 |
Directional Services |
||||||||
|
9208 |
9308 |
Cement & Cement Services |
$35,000 |
$40,000 |
|||||
|
9218 |
9318 |
Casing Crew, Tongs & Tools |
$10,000 |
$10,000 |
|||||
|
9218 |
Mud Log |
$10,000 |
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9213 |
Open Hole Logs |
$25,000 |
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9216 |
Coring & Formation Testing |
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9213 |
9329 |
Cased Hole Logs |
$15,000 |
||||||
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9329 |
Cased Hole Wireline, Perforating / CIBP / misc |
$60,000 |
|||||||
|
9214 |
9314 |
Fracture / Stimulation |
$350,000 |
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9212 |
9312 |
Rental Tools & Equipment |
$5,000 |
$5,000 |
$5,000 |
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9215 |
9315 |
Transportation |
$10,500 |
$5,000 |
$10,000 |
||||
|
9230 |
9330 |
Vacuum/Pump Truck |
$5,000 |
$5,000 |
$5,000 |
||||
|
9222 |
9322 |
Consulting Services |
$29,400 |
$8,400 |
$6,600 |
||||
|
9205 |
9305 |
Operating Overhead |
$2,500 |
$100 |
$5,000 |
||||
|
9231 |
9333 |
Co. Labor (Time, Exp. & Benefits) |
$1,500 |
$1,500 |
$5,000 |
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9221 |
9321 |
Welding, Roustabout Labor |
$3,500 |
$3,500 |
$5,000 |
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9216 |
9316 |
Special Services, Testing |
$3,500 |
$5,000 |
|||||
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9298 |
9398 |
P & A Costs |
$40,000 |
-$40,000 |
|||||
|
9220 |
9320 |
Well / Well Control Insurance $0.900 per foot |
$8,370 |
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9240 |
9340 |
Miscellaneous |
$3,000 |
$1,000 |
$1,000 |
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Subtotal |
$826,418 |
$243,400 |
$525,100 |
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Contingencies 15.00% |
$124,000 |
$37,000 |
$79,000 |
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TOTAL INTANGIBLE COSTS |
$950,418 |
$280,400 |
$604,100 |
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A U T H O R I Z A T I O N - F O R - E X P E N D I T U R E |
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Lease/Well Name: 0 |
Date: June 5, 2013 |
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TANGIBLE COSTS |
BCP |
ACP |
COMPLETION |
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TD&C |
Size |
Footage |
$/foot |
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|
9401 |
Conductor Pipe: |
16 |
100 |
$50.00 |
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|
9401 |
Surface Casing |
13 3/8" |
250 |
$30.00 |
$7,500 |
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|
9402 |
Intermediate Casing |
8 5/8" |
3,500 |
$22.00 |
$77,000 |
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|
9402 |
Production Casing |
5 1/2" |
9,200 |
$11.00 |
$101,000 |
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9403 |
Tubing: |
2 3/8" |
9,200 |
$4.00 |
$37,000 |
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9419 |
Casing Equip. & Liner Hanger |
$1,500 |
$4,000 |
|||||||||
|
9418 |
Valves & Fittings |
$500 |
$1,000 |
$1,000 |
||||||||
|
9404 |
Wellhead Equipment |
$10,000 |
$10,000 |
|||||||||
|
9490 |
Misc. Equipment (includes Hook-up fittings & Dump Controls) |
$3,000 |
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9413 |
Downhole Equipment (Packer, XO, Nipple, Pups) |
$25,000 |
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0000 |
Xxxxx & Xxxxx Xxx (includes Tap) |
$15,000 |
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9410 |
Flowlines & Connections (includes ROW) |
$20,000 |
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9407 |
Tanks, (Walkways, Stairways, etc.) |
$15,000 |
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9409 |
Pumping Unit |
$95,000 |
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9409 |
Line Heater / Dehydration Unit |
$5,000 |
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9408 |
Separator / Heater-Treater |
$10,000 |
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9490 |
Installation Costs |
$3,500 |
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Subtotal |
$86,500 |
$116,000 |
$239,500 |
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Contingencies 15.00% |
$13,000 |
$17,000 |
$36,000 |
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TOTAL TANGIBLE COSTS |
$99,500 |
$133,000 |
$275,500 |
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TOTAL INTANGIBLE & TANGIBLE COSTS |
$1,049,918 |
$413,400 |
$879,600 |
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TOTAL WELL COSTS |
$2,342,918 |
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It is recognized that the amounts herein are estimates only and approval of this authorization shall extend to |
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the actual costs incurred in conducting the operation specified, whether more or less than set out herein. |
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EXHIBIT “H”
Attached to and made a part of the Development Agreement dated September 3, 2013
between BlacksandsTX, NRG and Adwar Drilling Fund II, L.P.
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A U T H O R I Z A T I O N - F O R - E X P E N D I T U R E |
|
Drill & Complete |
|
Original AFE No. |
Date: |
June 5, 2013 |
||||||
|
Supplemental No. |
Well Type: |
Development |
||||||
|
Revision No. |
Working Interest: |
100.00% |
||||||
|
Footage rate |
||||||||
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Lease/Well Name: Livestock 7-2 |
New Well: |
x |
Re-Entry: |
|||||
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Location: Xxxxxx County, TX |
County/Parish: |
Xxxxxx |
||||||
|
Field/Prospect: Apclark Field |
State: |
Texas |
||||||
|
Objective For: |
Spraberry |
Proposed TD: |
9,300 ft |
|||||
|
Other Potential Formation: |
Strawn, Cline, Mississippi |
Acres in Lease |
640 |
|||||
| INTANGIBLE COSTS |
BCP |
ACP |
COMPLETION |
||||||
|
IDC |
ICC |
||||||||
|
9207 |
9307 |
Permit/Survey/Damages |
$6,000 |
||||||
|
9222 |
9322 |
Land & Legal |
$10,000 |
||||||
|
9211 |
9311 |
Location & Road, Build & Restore |
$185,000 |
$5,000 |
|||||
|
9202 |
9301 |
Contract Drilling - Day Work Day Rate: $12,500.00 |
$75,000 |
||||||
|
9203 |
Contract Drilling - Turnkey |
||||||||
|
9204 |
Footage: 9300' @ $36.36/Ft |
$338,148 |
$6,400 |
||||||
|
9301 |
Completion Rig Day Rate: $3,750.00 |
$22,500 |
|||||||
|
9245 |
9302 |
Mob / Demob |
|||||||
|
9209 |
9309 |
Mud & Chemical |
$75,000 |
$85,000 |
$20,000 |
||||
|
9224 |
9324 |
Fuel |
$2,500 |
||||||
|
9209 |
9309 |
Water / Water Well |
$30,000 |
$20,000 |
$10,000 |
||||
|
9219 |
9319 |
Bits |
|||||||
|
9204 |
Directional Services |
||||||||
|
9208 |
9308 |
Cement & Cement Services |
$35,000 |
$40,000 |
|||||
|
9218 |
9318 |
Casing Crew, Tongs & Tools |
$10,000 |
$10,000 |
|||||
|
9218 |
Mud Log |
$10,000 |
|||||||
|
9213 |
Open Hole Logs |
$25,000 |
|||||||
|
9216 |
Coring & Formation Testing |
||||||||
|
9213 |
9329 |
Cased Hole Logs |
$15,000 |
||||||
|
9329 |
Cased Hole Wireline, Perforating / CIBP / misc |
$60,000 |
|||||||
|
9214 |
9314 |
Fracture / Stimulation |
$350,000 |
||||||
|
9212 |
9312 |
Rental Tools & Equipment |
$5,000 |
$5,000 |
$5,000 |
||||
|
9215 |
9315 |
Transportation |
$10,500 |
$5,000 |
$10,000 |
||||
|
9230 |
9330 |
Vacuum/Pump Truck |
$5,000 |
$5,000 |
$5,000 |
||||
|
9222 |
9322 |
Consulting Services |
$29,400 |
$8,400 |
$6,600 |
||||
|
9205 |
9305 |
Operating Overhead |
$2,500 |
$100 |
$5,000 |
||||
|
9231 |
9333 |
Co. Labor (Time, Exp. & Benefits) |
$1,500 |
$1,500 |
$5,000 |
||||
|
9221 |
9321 |
Welding, Roustabout Labor |
$3,500 |
$3,500 |
$5,000 |
||||
|
9216 |
9316 |
Special Services, Testing |
$3,500 |
$5,000 |
|||||
|
9298 |
9398 |
P & A Costs |
$40,000 |
-$40,000 |
|||||
|
9220 |
9320 |
Well / Well Control Insurance $0.900 per foot |
$8,370 |
||||||
|
9240 |
9340 |
Miscellaneous |
$3,000 |
$1,000 |
$1,000 |
||||
|
Subtotal |
$826,418 |
$243,400 |
$525,100 |
||||||
|
Contingencies 15.00% |
$124,000 |
$37,000 |
$79,000 |
||||||
|
TOTAL INTANGIBLE COSTS |
$950,418 |
$280,400 |
$604,100 |
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|
A U T H O R I Z A T I O N - F O R - E X P E N D I T U R E |
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| Lease/Well Name: 0 |
Date: June 5, 2013 |
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TANGIBLE COSTS |
BCP | ACP | COMPLETION | |||||||||
|
TD&C |
Size |
Footage |
$/foot |
|||||||||
|
9401 |
Conductor Pipe: |
16 |
100 |
$50.00 |
||||||||
|
9401 |
Surface Casing |
13 3/8" |
250 |
$30.00 |
$7,500 |
|||||||
|
9402 |
Intermediate Casing |
8 5/8" |
3,500 |
$22.00 |
$77,000 |
|||||||
|
9402 |
Production Casing |
5 1/2" |
9,200 |
$11.00 |
$101,000 |
|||||||
|
9403 |
Tubing: |
2 3/8" |
9,200 |
$4.00 |
$37,000 |
|||||||
|
9419 |
Casing Equip. & Liner Hanger |
$1,500 |
$4,000 |
|||||||||
|
9418 |
Valves & Fittings |
$500 |
$1,000 |
$1,000 |
||||||||
|
9404 |
Wellhead Equipment |
$10,000 |
$10,000 |
|||||||||
|
9490 |
Misc. Equipment (includes Hook-up fittings & Dump Controls |
$3,000 |
||||||||||
|
9413 |
Downhole Equipment (Packer, XO, Nipple, Pups) |
$25,000 |
||||||||||
|
0000 |
Xxxxx & Xxxxx Xxx (includes Tap) |
$15,000 |
||||||||||
|
9410 |
Flowlines & Connections (includes ROW) |
$20,000 |
||||||||||
|
9407 |
Tanks, (Walkways, Stairways, etc.) |
$15,000 |
||||||||||
|
9409 |
Pumping Unit |
$95,000 |
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|
9409 |
Line Heater / Dehydration Unit |
$5,000 |
||||||||||
|
9408 |
Separator / Heater-Treater |
$10,000 |
||||||||||
|
9490 |
Installation Costs |
$3,500 |
||||||||||
|
Subtotal |
$86,500 |
$116,000 |
$239,500 |
|||||||||
|
Contingencies 15.00% |
$13,000 |
$17,000 |
$36,000 |
|||||||||
|
TOTAL TANGIBLE COSTS |
$99,500 |
$133,000 |
$275,500 |
|||||||||
|
TOTAL INTANGIBLE & TANGIBLE COSTS |
$1,049,918 |
$413,400 |
$879,600 |
|||||||||
|
TOTAL WELL COSTS |
$2,342,918 |
|||||||||||
|
It is recognized that the amounts herein are estimates only and approval of this authorization shall extend to |
||||||||||||
|
the actual costs incurred in conducting the operation specified, whether more or less than set out herein. |
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|
7
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EXHIBIT “J”
Attached to and made a part of the Development Agreement dated September 3, 2013
between BlacksandsTX, NRG and Adwar Drilling Fund II, L.P.
ASSIGNMENT
(Development Xxxxx)
|
STATE OF TEXAS |
|
|
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KNOW ALL MEN BY THESE PRESENTS: |
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COUNTY OF XXXXXX |
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THAT, ApClark, LLC, a Delaware limited liability company, whose address is 000 Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 (hereinafter referred to as “Assignor”), for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does herby bargain, sell, transfer, assign, set over and convey unto the Parties set out on Exhibit “A”, the working interests and the net revenue interests associated therewith, as set out next to the Parties’ names thereon (hereinafter referred to as “Assignee”), in and to the well (API No: __________________) located on those certain Oil, Gas and Mineral Leases, described in Exhibit “A” (“the Leases”), attached hereto and made a part hereof for all purposes.
This Partial Assignment of Oil, Gas and Mineral Leases is made subject to the terms and provisions herein and further subject to the following Development Agreements and/or terms and conditions:
1. That certain Development Agreement dated September 3, 2013 by and between Blacksands Petroleum-Texas LLC, NRG Assets Management, LLC and Adwar Drilling Fund II, L.P., as amended by that certain First Amendment to Development Agreement, dated January 30, 2014, and that certain Second Amendment to Development Agreement, dated effective as of March 31, 2014; and
2. That certain Joint Operating Development Agreement dated September 3, 2013, by and between NRG Assets Management, LLC, as Operator, and Adwar Drilling Fund II, L.P., as Non-Operator, as amended; and
3. Unless provided otherwise, all recording references in the Exhibits hereto are to the official real property records of the county in which the Assigned Interests are located; and
4. This Assignment binds and inures to the benefit of Assignor and Assignee and their respective successors and assigns; and
5. This Assignment may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original and all of which together shall constitute one and the same instrument.
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8
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TO HAVE AND TO HOLD same unto Assignee, together with all and singular rights and appurtenances thereto in any way belonging, unto Assignee, its successors and assigns, forever and Assignor hereby binds itself, its heirs, successors and assigns, to warrant and forever defend all and singular rights in the Leasesunto Assignee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through and under Assignor, but not otherwise.
IN WITNESS HEREOF, this instrument is executed effective this ___________ day of _________________, 201__, but made effective as of the first day of _______________, 201__.
ASSIGNOR:
ApClark, LLC,
a Delaware limited liability company
___________________________
Name:
Title:
STATE OF ________________
COUNTY OF ______________
This instrument was acknowledged before me on the ___day of _____________, 2014, by ____________, ____________, of ApClark, LLC, a Delawarelimited liability company, on behalf of said company.
_____________________________
Notary Public, State of __________
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9
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EXHIBIT “K”
Attached to and made a part of the Development Agreement dated September 3, 2013
between BlacksandsTX, NRG and Adwar Drilling Fund II, X.X.
XXX to be attached
10
