Exhibit 10.1


 


 


 


 


November
11, 2020


 


Warwink
Properties, LLC


500
W. Texas Ave., Ste 890


Midland,
TX 79701


 


McCabe
Petroleum Corporation


PO
BOX 11188


Midland,
TX 79702


 





	Attention:
	Mr. John Brda
	 	Mr.
Greg McCabe



 


RE:
Letter Agreement


 


Gentlemen,


 


This
letter reflects additional terms of our agreement regarding the sale of oil and gas assets, as referenced in the Assignment, Bill
of Sale and Conveyance dated November 11, 2020 and executed contemporaneous with this letter (“Assignment”). The terms
contained in this letter are intended to supplement the terms contained in the Assignment.


 


MECO
IV, LLC (“MECO”) is purchasing from Warwink Properties, LLC and McCabe Petroleum Corporation (collectively “Seller”)
all of their right, title and interest under the Warwink prospect in Winkler County, Texas, as said assets are more particularly
described in the Assignment (the “Assets”).


 


The
parties have agreed:


 





		1.	The
purchase price shall be $450,000.00 US (“Purchase Price”). The purchase price shall be allocated $100,000.00 to McCabe
Petroleum Corporation and $350,000.00 to Warwink Properties, LLC.
	 	 	 
	 	2.	As
                                         part of this transaction, MECO requires both McCabe Petroleum and Warwink Properties,
                                         LLC to sell their interest in the properties. McCabe Petroleum hereby directs MECO to
                                         pay its share of the Purchase Price to Warwink Properties, LLC. Any positive or negative
                                         adjustments to the Purchase Price attributable to the apportionment of pre and post Effective
                                         Date revenues and expenses shall be solely for the accounts of Warwink Properties, LLC
                                         and MECO.
	 	 	 
	 	3.	The
effective date of purchase and apportionment of revenues and expenses, for production purposes shall be 7:00 a.m., November 1,
2020 (“Effective Date”).
	 	 	 
	 	4.	Closing
shall occur on November 11, 2020. Closing shall be subject to the execution of (i) an Assignment and Bill of Sale in the form
attached hereto as Exhibit A, and (ii) a Preliminary Settlement Statement in the form attached hereto as Exhibit B. Within 60
days after the closing, MECO shall provide Sellers with a Final Settlement Statement, reconciling all remaining pre and post Effective
Date costs and expenses. The parties shall negotiate the Final Settlement Statement in good faith and once agreed upon, the Final
Settlement Statement shall be a final accounting between the parties with respect to this transaction. All amounts due to Warwink
Properties will be paid promptly thereafter. Provided, however, and for the avoidance of doubt, even though the parties anticipate
that some amount will be due to Warwink Properties, should the accounting determine otherwise, Warwink Properties will have no
obligation to pay any amounts to MECO with respect to the transaction.



 


 



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	 	5.	Seller
shall have the right, for a period of ninety days from the date hereof, to present MECO with a bona fide, written offer from a
third party, to purchase the Assets and all of MECO’s interests in the Warwink prospect and more particularly, MECO’s
interests in and under the wells and leases that comprise the Assets, provided that the offer is not from a party with leasehold
interests within three miles of any of the Assets, and (ii) the decision of whether to accept the offer is solely MECO’s.
Should MECO, in its sole discretion accept such third party offer and should such transaction close with such third party, then
in the event the consideration for such transaction, as allocated to the Assets, exceeds the purchase price set forth above, as
adjusted for interim net cash flows “Adjusted Purchase Price”, then Seller shall be entitled to a finder’s fee
equal to one half of the positive difference between the Adjusted Purchase Price and the Purchase Price (as adjusted at the closing
between MECO and Seller).



 


Please
confirm your agreement to the terms of this letter agreement by signing below.


 


Sincerely,


 


MECO
IV, LLC


 


___/s/
Sam D. Winegrad ________


Name:
Sam D. Winegrad


Title:
 Manager


 


Agreed
to and Accepted November 11, 2020:


 


WARWINK
PROPERTIES, LLC


 


 


__/s/
John Brda__________________


Name:
John Brda


Title:
 President


 


MCCABE
PETROLEUM CORPORATION


 


___/s/
Greg McCabe______________


Name:
Greg McCabe


Title:
 President


 


 



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