Adino Energy Corporation letterhead ]] July 29, 2010
[[ Adino
Energy Corporation letterhead ]]
July 29,
2010
Xx.
Xxxxxxxxx Xxxxxxx
0000
Xxxxx Xxxxx Xxxx
San
Angelo, Texas 76904
Dear Xx.
Xxxxxxx:
As you know, by virtue of a Membership
Interest Purchase Agreement dated July 1, 2010 (“Agreement”), Adino Energy
Corporation (“Adino”) acquired all right, title, and interest in one hundred
percent (100%) of the membership interests of AACM3, L.L.C., a Texas limited
liability company doing business as Petro 2000 Exploration (“Petro 2000”), and
PetroGreen Energy, LLC, a Nevada limited liability company
(“PetroGreen”).
This letter is meant to confirm certain
post-closing understandings between the Sellers and Adino. Capitalized terms not
defined herein shall have the meanings ascribed to them in the
Agreement.
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1.
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If
the Escrow Purchase Price is not attained by the third anniversary date of
the Agreement, the Sellers shall have the option (“Option”) to repurchase
all assets belonging to PetroGreen and Xxxxx 2000 as of the date of the
Agreement for $1.00 (the “Option Purchase Price”). The Option may be
exercised by giving notice as set forth in Section 12.1 of the Agreement
and tendering the Option Purchase Price to Adino. Any xxxxx drilled after
the date of the Agreement shall not be considered assets belonging to
PetroGreen or Petro2000 as of the date of the Agreement. Once the Escrow
Purchase Price is attained, the Option shall no longer be available,
regardless of whether the Sellers request release of their Stock
Certificates from the Escrow Agent.
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2.
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You
have posted a cash bond in the amount of fifty thousand dollars ($50,000)
with the Texas Railroad Commission for an operator’s permit. Within sixty
(60) days from the date of this letter, Adino will either (a) replace your
cash bond with a surety bond, and effect the return of your cash bond; or
(b) post a replacement cash bond and return to you the amount of your cash
bond.
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3.
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You
agree to assume all debts and liabilities of PetroGreen and Xxxxx 2000 as
of July 1, 2010, except for an account payable to your attorney in the
approximate amount of $6,000. As a result of the foregoing, PetroGreen and
Xxxxx 2000 shall not have any debts or liabilities as of July 1, 2010, and
Xxxxx does not assume any such debt or liabilities as a as a result of the
transactions set forth herein.
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All other
sections of the Agreement remain in force.
We look
forward to working with you in making Petro 2000 and PetroGreen successful
companies in the petroleum exploration and production industry.
Thank
you.
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ADINO
ENERGY CORPORATION
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By:
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/s/ | ||
| Xxxxxxx X. Xxxx, Xx. | |||
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Chief
Executive Officer
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XXXXXXXXX
XXXXXXX
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/s/ | ||
