EXHIBIT 10.14
FIRST AMENDMENT TO PURCHASE, SALE AND PARTICIPATION AGREEMENT
This First Amendment to Purchase, Sale and Participation Agreement (this
"First Amendment"), is dated as of April 30, 2013, by and between 5 JAB, INC., a
corporation ("Seller"), and Three Forks, Inc. a corporation ("Buyer"). Seller
and Buyer are sometimes referred to herein individually as a "Party" and
collectively as the "Parties."
RECITALS
WHEREAS, Buyer and Seller entered into that certain Purchase, Sale and
Participation Agreement, dated as of February 27, 2013 (the "Purchase
Agreement"); and
WHEREAS, Buyer and Seller desire to amend the Purchase Agreement, as
provided herein. Capitalized terms used but not otherwise defined herein shall
have the meanings attributed to them in the Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and conditions set
forth herein and in the Purchase Agreement, Buyer and Seller hereby agree as
follows:
AGREEMENT AND AMENDMENT
1. Additional Xxxxx. The following xxxxx are hereby added to Exhibit A.
Part 2 - Xxxxx attached to the Purchase Agreement, for all purposes:
WELL WI SOLD
WELL NAME NUMBER API NUMBER COUNTY STATE SELLER WI TO BUYER
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Vastar Fee I R 42-457-30511-00 Tyler TX 100% 75%
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Vastar Fee 2 SWD 42-457-30508-00 Tyler TX 100% 75%
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All of the above xxxxx are located in Abstract 22, Xxxxxx Xxxx Survey, Tyler
County, Texas.
2. Purchase Price. The amount of fifty thousand and 00/100 dollars
($50,000.00) shall be added to the Purchase Price. As amended hereby, the
unadjusted Purchase Price pursuant to the Purchase Agreement shall be three
million eight hundred thousand and 00/100 dollars ($3,800,000.00), which shall
be subject to the adjustment procedures set forth in the Purchase Agreement.
3. Effective Date. Pursuant to that certain letter dated April 19, 2013,
from Buyer to Seller, the parties extended the Closing Date to May 15, 2013.
Notwithstanding such extension of the Closing Date, or anything in Section 2.8
of the Purchase Agreement to the contrary, the Effective Date for the sale of
the Properties described in Section 1.1 of the Purchase Agreement (as amended
hereby), shall remain May 1, 2013.
4. References. All references to the Purchase Agreement in any document,
instrument, agreement, or writing delivered pursuant to the Purchase Agreement
(as amended hereby) shall hereafter be deemed to refer to the Purchase Agreement
as amended hereby.
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5. Counterparts. This First Amendment may be executed in any number of
counterparts, and each such counterpart hereof shall be deemed to be an original
instrument, but all of such counterparts shall constitute for all purposes one
agreement. Any signature hereto delivered by a Party by facsimile or e-mail
transmission shall be deemed an original signature hereto.
6. Ratification. The terms of this First Amendment supersede any
conflicting terms in the Purchase Agreement. In all other respects, the Purchase
Agreement, as amended hereby, is hereby adopted, ratified, and confirmed by
Buyer and Seller. All references to the Purchase Agreement in any assignment or
other instrument delivered in connection with the transaction(s) contemplated
hereby shall refer to the Purchase Agreement as so amended. Signature pages
follow
Signature pages follow
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IN WITNESS WHEREOF, the parties have executed this First Amendment as of
the date first written above.
SELLER:
Five J.A.B., Inc.
By: /s/ Xxxxx X. Xxxxxxxx, Xx.
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Xxxxx X. Xxxxxxxx, Xx.
President
BUYER:
Three Forks, Inc.
By: /s/ W. Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
Chairman and Counsel
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