Exhibit 10.2


 


SUPPLEMENTAL AGREEMENT NO. 1


TO MASTER AGREEMENT


 


This Supplemental Agreement No. 1 (“Supplement”)
is made this 2nd day of July, 2012, between GEOKINETICS USA, INC., (“GEOKINETICS”) and ARMADA
OIL, INC. (“COMPANY”). This Supplement supplements and forms a part of that certain “Master Agreement”
entered into by and between GEOKINETICS and COMPANY, effective as of June 1, 2012 (“Agreement”). GEOKINETICS and COMPANY
are hereinafter referred to collectively as the “Parties” and individually as a “Party.”


 


Now, therefore, the Parties agree as follows:


 


		1.	Incorporation by Reference. The Agreement is incorporated
into this Supplement by reference for all purposes. Terms not defined in this Supplement shall have the meaning given such terms
in the Agreement.



 


		2.	Term of Services.        The
term of this Supplement shall be for such period of time as is required to complete the Survey and area specified, in accordance
with the specifications set forth in this Supplement.



 


		3.	Area of Services. The area is identified as follows:
Certain portions of Carbon County, Wyoming.



 


		4.	Nature of Services. The specifications (including
the composition, number, and qualifications of the Crew, the items of or types of Equipment, shot point distances, line distance
and other parameters) for conducting the Survey are set forth in this Supplement.



 


		5.	Prices and Charges: Currency of Payment. The rates
and charges for the Services are set forth in this Supplement. Such prices and rates are stated in Dollars of the United States
of America (“U.S.”), and payment shall be due in U.S. Dollars.



 


		6.	Cancellation Fees: Only for purposes of Clause 20
of the Agreement (Cancellation Fees), GEOKINETICS estimates that the Commencement Date shall be approximately [****], and the
Completion Date shall be [****].



 


IN WITNESS WHEREOF, the Parties have executed this Supplement
as of the date set forth above.


 


	GEOKINETICS:	 	COMPANY:
	 	 	 
	GEOKINETICS USA, INC.	 	ARMADA OIL, INC.
	 	 	 
	By:	 	 	By:	 
	Name: 	Lynn Turner	 	Name: 	 
	Title:	VP, North America	 	Title: 	 



 






    	 



    	 



    



 


BEAR CREEK & OVERLAND TRAIL 3D’S


 


These unit and lump sum prices include all direct costs, indirect
costs and profit for accomplishing the services. Direct and indirect costs include, but are not limited to, costs of all labor,
supervision, facilities, equipment, materials, supplies, taxes, insurance, overheads and general administrative expenses.


 


Included in the Turnkey Rate


 


The following are included in the Turnkey Rate specified in
the attachments:


 


All food and lodging costs for the personnel
listed.


 


Cost of all maintenance, fuel and lubricants
for our equipment.


 


The cost of the recording expendables, including
the costs associated with the storage and shipment of data.


 


The cost of our Houston based 3D Geophysical Design
Group to perform geophysical integrity quality assurance for problem areas, and recording crew script generation.


 


Not Included in the Turnkey Rate


 


The following are not included in the Turnkey Rate specified
in the attachments:


 


Crew mobilization and de-mobilization costs.


 


The cost for testing parameter selection
or noise analysis


 


The cost of recording crew standby time caused by
reasons not imputable to Geokinetics or due to conditions outside of Geokinetics control including, but not limited to, downtime
resulting from excessive noise, time waiting on permits, interference from outside groups, agricultural activities, local civic
activities, organized labor, local inhabitants, vehicle traffic, environmental permit restrictions, weather, time spent due to
security issues, interference from local, state governments or federal law restrictions, to be charged at the Standby Rate for
a maximum of 10 hours/day.


 


Cost for all drilling, drilling related expenses,
explosives, hole-plugging and shot-hole reclamation, including blow-outs.


 


Cost for initial survey including establishing control,
hazard survey, sketch and access mapping and stake out. The cost of survey supplies such as paint, flagging, lathe, etc.


 


Cost of survey to re-stake or move post-plot points
due to archaeology, biologist or botanist or farming activities or any other entity requiring variance from original location of
receiver or source points.


Drilling Per Hole Rates: Buggy


 


	5.5 lbs. @ 30 ft. double cap-Buggy	[****]
	11 lbs @ 50 ft, double cap-Buggy	[****]


 


Cost of any third party standby charges.


 


Cost of particle motion testing. Company will dictate
safe distances for offsets from water wells, pipelines and other structures.


  



    	 



    	 



    

 


Cost of helicopter support for any crew operations. 


 


Cost of all damages or damage claims not caused as
a result of negligence on the part of Geokinetics, including but not limited to crops, fences, water wells, dwellings and structures
etc.; includes any reclamation efforts that may be imposed as a result of normal operations.


 


Cost of archaeology, biology or environmental assessment
studies, or special services required to satisfy ecological, environmental and governmental agencies.


 


Cost of any specialized equipment that may be required
to gain access to areas that, due to circumstances beyond Geokinetics’ control become inaccessible to the equipment specified,
or which may be required to comply with permit restrictions.


 


The cost of hiring security
guards, traffic police or other required agencies to maintain the safety and security of the job site.


 


Cost of all local, state and
federal government fees or required tariffs to work in the area.


 


Cost of a Project Manager at [****] per day (all
inclusive). These costs will commence when the project manager is assigned exclusively to this project, and cease once recording
crew arrives on location.


 


Standby Rates due to permits, weather or delay reasons
beyond the control of Geokinetics


 


Permit related costs and landowner/leaseholder permit
and damage fees; including but not limited to federal, state and local authorities, are not included in the turnkey rate. Geokinetics
provides landowner/leaseholder permit fee payment management during the program.


 


Should Company request that Geokinetics pay any of
the above third party costs directly, Geokinetics will apply a 5% administrative and handling charge.


 


RECORDING PARAMETERS


 


	 Bear Creek & Overland Trail 3D’s	 	 Options #1

    Bear Creek 3D	 	Options #2

Overland

Trail 3D	 	Options #3

Combined

3D’s
	 	 	 	 	 	 	 
	Survey Size (Surface Coverage)	 	27.17 sq. mi. 	 	13.88 sq. mi. 	 	41.05 sq. mi. 
	Bin Size	 	[****]	 	[****]	 	[****]
	Number of Channels	 	[****]	 	[****]	 	[****]
	Live Patch	 	[****]	 	[****]	 	[****]
	Receiver Group Interval	 	[****]	 	[****]	 	[****]
	Receiver Line Interval	 	[****]	 	[****]	 	[****]
	Total Number of Receiver Lines	 	[****]	 	[****]	 	[****]
	Total Number of Receiver Points	 	[****]	 	[****]	 	[****]
	 	 	 	 	 	 	 
	Source Point Interval	 	[****]	 	[****]	 	[****]
	Source Line Interval	 	[****]	 	[****]	 	[****]
	Total Number of Source Lines	 	[****]	 	[****]	 	[****]
	Total Number of Source Points	 	[****]	 	[****]	 	[****]
	 	 	[****]	 	
        [****]

         
	 	
        [****]

         

	Primary Energy Source	 	[****]	 	[****]	 	[****]
	Number of VIBS	 	[****]	 	[****]	 	[****]
	Number of Sweeps	 	[****]	 	[****]	 	[****]
	Sweep Length	 	[****]	 	[****]	 	[****]
	 	 	[****]	 	[****]	 	[****]
	Dynamite: 5.5 & 11 lbs, double capped	 	[****]	 	[****]	 	[****]
	Geophones per Group	 	[****]	 	[****]	 	[****]
	Geophone Group Array	 	[****]	 	[****]	 	[****]
	Sample Rate	 	[****]	 	[****]	 	[****]
	Record Length	 	[****]	 	[****]	 	[****]
	Roll Technique – Inline	 	[****]	 	[****]	 	[****]



 






    	 



    	 



    



 


SCHEDULE OF PRICES & QUANTITIES


 


Recording & Survey Only Rates


 


	 	 	Turnkey Rate	 	Est. Lump Sum
	Option 1	 	[****]	 	[****]
	Option 2	 	[****]	 	[****]
	Option 3	 	[****]	 	[****]


 


Recording Crew Standby Rate


 


Recorder crew standby, including weather standby will be charged
at a rate of:


 


	Option 1	 	US $[****] per hour based on a [****] hour day
	Option 2	 	US $[****] per hour based on a [****] hour day
	Option 3	 	US $[****] per hour based on a [****] hour day


 


The weather terms will commence when the recording crew is on
location and will remain in effect until acquisition has been completed.


 


Weather, reimbursables and/or related charges will be stated
on the daily production reports which are emailed each morning to the client or the client representative. The charges shall be
billable to the client and shall be deemed conclusive if the client has not objected in writing within 24 hours of report delivery.


 


Recording Experimental and Testing Rate


 


	Option 1	 	[****] per hour based on a [****] hour day (Pro-ratable)
	Option 2	 	[****] per hour based on a [****] hour day (Pro-ratable)
	Option 3	 	[****] per hour based on a [****] hour day (Pro-ratable)


 


Survey Standby Rate


 


	Two man Inertial or RTK rate:	 	[****]
	One Man RTK rate:	 	[****]
	Survey Supervisor rate:	 	[****]
	Mapper rate:	 	[****]


 


TERMS AND CONDITIONS


 


Payment Terms


 


All invoices are due 30 days net. Any invoice
not paid within 30 days from the invoice date will accrue interest at the rate of 1.5% per month.


 


Payment Schedule


 


[****] of the value of the contract to
be invoiced and paid upon signing the contract.


 


[****] of the value of the contract to
be invoiced and paid upon start of surveying operation.


The remaining [****] of the value of the
contract will be invoiced on a monthly basis, based on the recording production for the month just completed or the completion
of the program, whichever comes first.


  



    	 



    	 



    



 


Operating Standards


 


This proposal has been constructed based
on the Geokinetics standards for operations. Geokinetics will present to Company, a copy of our recording standards upon award
of contract or if requested. Geokinetics will also provide complete HSE manual and updated stats reports in hard copy form or CD
if requested.


 


Other Conditions


 


This proposal is based on recording a minimum
of [****] square surface miles with the parameters stated and Geokinetics reserves the right to re-negotiate the rates if program
size is reduced by [****].


 


Third Party Quality Control


 


Company and Geokinetics will mutually agree
on the services of any third party QC representatives.


 


PERSONNEL AND EQUIPMENT SUPPLIED


  


The key personnel in our planned crew structure are as follows:


  


	Position	 	Name	 	Experience
	Project Manager	 	Rick Sheets	 	25 Years
	Recording Manager	 	Enrique Vuittonet	 	31 Years
	Recording Manager	 	Mario Solis	 	30 Years
	Field Administrator	 	Mary Ann Hooks-Lopez	 	4 Years
	HSE officer	 	Manuel Hernandez	 	14 Years
	Sr. Observer	 	John Schofield	 	25 Years
	Total Planned Crew Size:	 	 	 	45


 


The key vehicles in our planned crew structure are as follows:


  


	Vehicles	 	Qty
	Recording Truck, with battery charging Generator	 	1
	Cage Trucks	 	5
	Personnel Carrier	 	4
	Assorted Light Trucks	 	5
	Fuel Truck	 	1
	Vibrators I/O AHV IV’s	 	6 + 1 spare
	Blasters	 	3
	Kubota’s	 	6
	Trailer, to carry equipment	 	4 - 5
	 	 	23


  



    	 



    	 



    

  


The key vehicles in our planned crew structure are as follows:


 


	Recording System –	 	Type	 	Qty
	Sercel 428	 	24 Bit	 	1
	Geophones - 6 per Station	 	SM 24 or equivalent	 	2,200 – 4,200
	Line Cables,  - 2 per cable	 	 	 	1,100 – 2,100
	Line Batteries	 	 	 	As Needed
	Jumper Cables	 	 	 	As Needed
	Vibrators	 	 	 	6 + 1 spare
	Blaster	 	 	 	3
	Total Equipment Planned:	 	2,200 – 4,200 channels