Exhibit 10.49


 





Amendment No. 1


to


GAS GATHERING, PROCESSING AND PURCHASE
AGREEMENT


 


This Amendment No.
1 to Gas Gathering, Processing and Purchase Agreement (this “Amendment No. 1”) is made and entered into as of
the 1st day of October, 2017 (the “Amendment No. 1 Effective Date”), by and between Lucid Energy Delaware, LLC,
a Delaware limited liability company (“Buyer”) and Lilis Energy, Inc., a Nevada corporation (“Seller”).
Buyer and Seller are sometimes referred to in this Amendment No. 1 individually as a “Party” and collectively
as the “Parties.” Capitalized terms used herein but not defined herein will have the meanings set forth in the
Agreement.


 


Background:


 


Buyer and Seller are
parties to that certain Gas Gathering, Processing and Purchase Agreement with an Effective Date of August 10, 2017 (the “Agreement”).


 


Agreement:


 


In consideration of
the premises and of the mutual covenants set forth in this Amendment, the Parties agree as follows:


 


 


Section
1. Amendment to the Agreement.


 


(a)              
Exhibit D to the Agreement is hereby deleted in its entirety and replaced with the attached Exhibit D-1. As of the Amendment
No. 1 Effective Date, all references in the Agreement to Exhibit D will be references to Exhibit D-1.


 


(b)              
Exhibit E to the Agreement is hereby deleted in its entirety and replaced with the attached Exhibit E-1. As of the Amendment
No. 1 Effective Date, all references in the Agreement to Exhibit E will be references to Exhibit E-1.


 


Section 2. Miscellaneous.


 


(a)              
Except as amended by this Amendment No. 1, all of the terms and provisions of the Agreement will remain in full force and
effect.


 


(b)              
Each capitalized term used in this Amendment No. 1 that is not otherwise defined in this Amendment No. 1 has the meaning
assigned to such term in the Agreement.


 


(c)              
This Amendment No. 1 may be executed by the Parties in counterparts (including without limitation facsimile counterparts),
each of which will be deemed an original.


 


(d)              
This Amendment No. 1 is effective on the Amendment No. 1 Effective Date and is binding upon and will inure to the benefit
of the Parties and their respective successors and permitted assigns.


 



     


     


    




 


(e)              
This Amendment No. 1 will be governed by and construed in accordance with the laws of the State of Texas.


  


 


IN WITNESS WHEREOF,
the Parties have caused this Amendment No. 1 to be executed in duplicate originals by their duly authorized officers on the dates
indicated below but as of the Amendment No. 1 Effective Date.


  


 


	SELLER:	 	BUYER:
	 	 	 	 	 
	LILIS ENERGY, INC. 	 	LUCID ENERGY DELAWARE, LLC
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/ Jim Linville 	 	By: 	/s/ Scott Brown
	Name:	Jim Linville 	 	Name: 	Scott Brown
	Title:	Chief Executive Officer	 	Title:	Executive Vice President and CCO
	Date: 	11/9/17	 	Date: 	11/10/17


  




     


     


    

 


EXHIBIT D-1


to


GAS GATHERING, PROCESSING AND PURCHASE AGREEMENT


dated as of October 1, 2017


between


LUCID ENERGY DELAWARE, LLC


(Buyer)


and


LILIS ENERGY, INC.


(Seller)


 


LOW PRESSURE RECEIPT POINTS


 


	Meter Number	Points of Receipt Name	County, State	Lat/Long
	TBD	Crittendon Field Station LP	Winkler, Texas	TBD


 


HIGH PRESSURE RECEIPT POINTS


 


	Meter Number	Points of Receipt Name	County, State	Lat/Long
	TBD	Wild Hog	Lea, New Mexico	TBD
	TBD	Prize Hog	Lea, New Mexico	TBD
	TBD	Crittendon North	Winkler, Texas	TBD
	TBD	Crittendon Field Station HP	Winkler, Texas	TBD
	TBD	Crittendon East	Winkler, Texas	TBD


 


DELIVERY POINTS


 


	Meter Number	Points of Delivery Name	County, State	Lat/Long
	37914	El Paso/Kinder Morgan	Lea, New Mexico	32.2888°/-103.6478°
	95720	Transwestern	Lea, New Mexico	32.2111°/-103.5948°


 


PLANT PRODUCTS DELIVERY POINTS


 


	Meter Number	Points of Delivery Name	County, State	Lat/Long
	TBD	Red Hills Tailgate with redelivery to ONEOK West Texas	Lea, New Mexico	32.3651°/-103.1537°
	TBD	Enterprise Pipeline	Lea, New Mexico	32.2168°/-103.5246°
	TBD	Enterprise Pipeline	Eddy, New Mexico	32.2665°/-104.1180°
	TBD	DCP Sand Hills1	Lea, New Mexico	TBD


 


1 – Should Seller request to Take-In-Kind,
per Article 4.5 of the Agreement, and deliver to DCP Sand Hills, Seller’s ability to deliver to such Delivery Point shall
be subject to Seller entering into all Plant Product transportation agreements.


 


** Exhibit D will be amended to add
meter numbers and locations of facilities if/when Buyer establishes such Plant Products Delivery Points.


 


 


END OF EXHIBIT D-1


 


 





Amendment No. 1 dated October
1, 2017


To Gas Gathering, Processing and
Purchase Agreement effective August 10, 2017


 




     


     


    

  


EXHIBIT E-1


to


GAS GATHERING, PROCESSING AND PURCHASE AGREEMENT


dated as of October 1, 2017


between


LUCID ENERGY DELAWARE, LLC


(Buyer)


and


LILIS ENERGY, INC.


(Seller)


 


INTERESTS IN THE DEDICATED ACREAGE


 


	State	County	Description
	New Mexico	Lea	Section 21, Township 26 S, Range 35 E
	New Mexico	Lea	Section 19, Township 26 S, Range 36 E
	New Mexico	Lea	Section 20, Township 26 S, Range 36 E
	Texas	Loving	Block C24, Section 4, PSL, Cowden C C, A-1401
	Texas	Winkler	Block C24, Section 4, PSL, Cowden C C, A-1397
	Texas	Winkler	Block C23, Section 21, PSL, Cowden C C & L, A-1391
	Texas	Winkler	Block C24, Section 2, PSL, Cowden C C, A-1396
	Texas	Winkler	Block C23, Section 25, PSL, Cowden C C, A-1394
	Texas	Winkler	Block C23, Section 22, PSL, Cowden C C, A-1414
	Texas	Winkler	Block C24, Section 1, PSL, Cowden C C, A-1395
	Texas	Winkler	Block C23, Section 24, PSL, Cowden C C, A-1393
	Texas	Winkler	Block C23, Section 23, PSL, Cowden C C, A-1392
	Texas	Winkler	Block C23, Section 16, PSL, Beckham W L, A-1324
	Texas	Winkler	Block C23, Section 15, PSL, Beckham W L, A-1323
	Texas	Winkler	Block 75, Section 1, PSL, Cowden C C, A-1381
	Texas	Winkler	Block 74, Section 9, PSL, Cowden C C, A-1377
	Texas	Winkler	Block 74, Section 7, PSL, Desmond J L, A-714
	Texas	Winkler	Block 74, Section 6, PSL, Moreland R E, A-521
	Texas	Winkler	Block 74, Section 5, PSL, Moreland R E, A-614
	Texas	Winkler	Block 74, Section 5, PSL, Moreland R E, A-613
	Texas	Winkler	Block 74, Section 23, Desmond, J L, A-1021
	Texas	Winkler	Block 74, Section 32, Desmond, J L, A-1022
	Texas	Winkler	Block 74, Section 30, Leck, R A, A-1099
	Texas	Winkler	Block 74, Section 29, Leck, R A, A-1100
	Texas	Winkler	Block 74, Section 25, Leck, R A, A-1102
	Texas	Winkler	Block 74, Section 11, Cowden, C C, A-1379
	Texas	Winkler	Block C23, Section 10, Cowden, C C, A-1383
	Texas	Winkler	Block C23, Section 11, Cowden, C C, A-1384
	Texas	Winkler	Block C23, Section 13, Cowden, C C, A-1386
	Texas	Winkler	Block C23, Section 14, Cowden, C C, A-1387
	Texas	Winkler	Block C23, Section 17, Cowden, C C, A-1388
	Texas	Winkler	Block C23, Section 26, Cowden, C C, A-1415
	Texas	Winkler	Block 74, Section 4, Daugherty, L, A-1482
	Texas	Winkler	Block 74, Section 22, Daugherty, L, A-1487
	Texas	Winkler	Block 74, Section 33, Daugherty, L, A-1488
	Texas	Winkler	Block C23, Section 9, Daugherty, L, A-1491
	Texas	Winkler	Block 74, Section 12, Daugherty, L, A-1495



 


 





Amendment No. 1 dated October
1, 2017


To Gas Gathering, Processing and
Purchase Agreement effective August 10, 2017







 






     


     


    




 


	Texas	Winkler	Block 74, Section 14, Leck, M J, A-1683
	Texas	Winkler	Block 74, Section 15, Leck, M J, A-1684
	Texas	Winkler	Block 74, Section 23, Scarborough, W F, A-1926
	Texas	Winkler	Block 74, Section 31, Simpson, J S, A-628
	Texas	Winkler	Block 74, Section 24, Cline, C, A-955
	Texas	Winkler	Block 74, Section 26, Shafer, J B, A-972
	Texas	Winkler	Block 74, Section 10, Cowden, C C, A-1378
	Texas	Winkler	Block 74, Section 27, Cowden, C C, A-1380
	Texas	Winkler	Block 75, Section 1, Cowden, C C, A-1381
	Texas	Winkler	Block C23, Section 18, Cowden, C C, A-1389
	Texas	Winkler	Block C23, Section 19, Cowden, C C, A-1390
	Texas	Loving	Block C24, Section 3, Cowden, C C, A-1402
	Texas	Winkler	Block 74, Section 8, Cowden, C C, A-1412
	Texas	Winkler	Block C23, Section 20, Cowden, C C, A-1413
	Texas	Winkler	Block C23, Section 27, Cowden, C C, A-1416
	Texas	Winkler	Block C24, Section 3, Cowden, C C, A-1417
	Texas	Winkler	Block 74, Section 13, Daugherty, L, A-1483


 


 


DEDICATED ACREAGE MAP


 





 


 





Amendment No. 1 dated October
1, 2017


To Gas Gathering, Processing and
Purchase Agreement effective August 10, 2017







 






     


     


    

  


CONFLICTING DEDICATION


 


The Parties acknowledge and agree that
the Interests are, as of the Effective Date, subject to prior written dedications and commitments for gathering, processing and
purchase of Gas pursuant to the certain agreements provided below and that Seller shall be entitled to comply with such prior written
dedications or commitments in accordance with the provisions of this Agreement.


 


		1)	Gas Gathering Agreement dated July 2, 2012, as amended by and between Regency Field Services LLC (predecessor-in-interest to
ETC Field Services LLC) and Permian Atlantis LLC (predecessor-in-interest to Lilis Energy, Inc.) with an expiration date of February
1, 2018.



 


		2)	Gas Gathering Agreement dated August 1, 2008, as amended by and between Regency Field Services LLC (predecessor-in-interest
to ETC Field Services LLC) and Lakehills Production, Inc. (predecessor-in-interest to Lilis Energy, Inc.) with an expiration date
of February 1, 2018.



 


		3)	Gas Gathering Agreement effective July 1, 2012, as amended by and between Anadarko Gathering Company LLC and SWEPI LP (predecessor-in-interest
to Lilis Energy, Inc.) with an expiration date of December 31, 2017.



 


The Parties acknowledge and agree that the following wellbores
are, as of the Effective Date, subject to prior written dedications and alternative commitments for gathering, processing and purchase
of Gas and therefore, such wellbores are excluded from the Dedication.


 


	State	County	Wellbore Name	API
	Texas	Winkler	A.G. Hill	42-495-30914
	Texas	Winkler	Tubb 1 Unit #1	42-495-30070
	Texas	Winkler	Tubb 22 Unit #1R	42-495-10934
	Texas	Winkler	Tubb 9 Unit #1	42-495-10933
	Texas	Winkler	Tubb Estate 1-75 #1	42-495-30127
	Texas	Winkler	Tubb Estate 21 #2	42-495-30285
	Texas	Winkler	Tubb Estate 25 #1	42-495-10811
	Texas	Winkler	Tubb Estate 25 #3	42-495-32097
	Texas	Winkler	Wolfe Unit #1	42-495-10744
	Texas	Winkler	Wolfe Unit #5	42-495-32750
	Texas	Winkler	Wolfe Unit #6	42-495-32768
	Texas	Winkler	Shammo	42-301-31378


  


 


END OF EXHIBIT E-1


 


 








Amendment No. 1 dated October
1, 2017


To Gas Gathering, Processing and
Purchase Agreement effective August 10, 2017