Lucas Energy, Inc. 8-K 


Exhibit 10.1


 


 


 


 





	 	450 Gears Road

Suite 860

Houston, TX 77067

Phone:  (713) 528-1881

Fax:  (713) 337-1510



 


 


 


 


August
25, 2016


 


 


 


Mr.
Richard N. Azar II


VIA EMAIL AT RICHARDA@SEZARENERGY.COM


Manager


RAD2
Minerals, Ltd.


P.O.
Box 6172


San
Antonio, Texas 78209


 





	Re:	 	Post-Closing Adjustments Associated with Assets To be Conveyed Pursuant to December 30, 2015 Asset Purchase Agreement






 


Dear
Richard,


 


As
we have discussed, we (RAD2 Minerals, Ltd. and Lucas Energy, Inc.), believe that there may be post-closing adjustments required
to the purchase price payable to the sellers named in that certain Asset Purchase Agreement dated December 30, 2015, as amended
to date, by and between Lucas Energy, Inc. as purchaser (“Lucas”), and the various sellers named therein, including
Segundo Resources, LLC, as representative of the sellers (the “Asset Purchase”), due to certain leasehold acreage
expirations and the Equal Lien situation. The current estimated deficiency that exists between the total assets required to be
delivered by the sellers and the current value of the assets the sellers propose to deliver at closing (the “Deficiency”)
is $1,030,941 (the “Estimated Deficiency”). You have agreed to accept full liability for any and all deficiencies
between the “Agreed Assets Value” set forth in the Asset Purchase of $80,697,710, and the mutually agreed upon
value of the assets delivered at closing of the Asset Purchase, up to a maximum of the Estimated Deficiency, pursuant to your
counter signature on this letter, below, and as described below.


 


Additionally,
you have agreed to establish an escrow account within 3 business days of the closing and place into escrow with The Loev Law Firm,
PC, or another mutually acceptable escrow agent, 288,779 shares of Lucas common stock (along with a blank stock power with medallion
guaranty)(the “Escrowed Shares”) received by RAD2 Minerals, Ltd. (“RAD2”) in connection
with the closing of the Asset Purchase (the “Closing”), within 15 business days from the date of the Closing,
subject to the terms of a standard escrow agreement. The Escrowed Shares shall be held in escrow pending (a) RAD2’s transfer
of assets to Lucas following the Closing, equal to at least the value of the Deficiency (as valued in the reasonable determination
of Lucas); or (b) another mutually agreeable solution to the Deficiency ((a) or (b) as applicable, the “Make-Whole”).
In the event the Make-Whole occurs on or prior to 45 business days from the date of Closing, 2016 (the “Make-Whole Deadline”),
the Escrowed Shares shall be released to RAD2, and in the event the Make-Whole does not occur prior to the Make-Whole Deadline,
the Escrowed Shares (or such portion thereof that equals the Deficiency, in the reasonable determination of Lucas) shall be released
to Lucas for cancellation as consideration for the Deficiency. The Deficiency shall be considered waived and forgiven by Lucas
upon the occurrence of either (a) the Make-Whole, or (b) the cancellation by Lucas of the Escrowed Shares, or the applicable portion
thereof, as applicable.


 


RAD2
shall also take such other action and execute, acknowledge and deliver such contracts, deeds, representations, confirmations or
other documents as may be reasonably requested and necessary or appropriate to affect the transactions contemplated herein.


 




    	 



    	 



    

 


 


	 	450 Gears Road

Suite 860

Houston, TX 77067

Phone:  (713) 528-1881

Fax:  (713) 337-1510



 


 


 


 


This
letter and Escrow Agreement, sets forth all of the promises, agreements, conditions, understandings, warranties and representations
among the parties with respect to the transactions contemplated hereby and thereby, and supersedes all prior agreements, arrangements
and understandings between the parties, whether written, oral or otherwise, other than the Purchase Agreement, which shall remain
in full force and effect.


 


This
letter and the terms and conditions hereof shall be governed by and construed in accordance with the laws of the State of Texas
and applicable laws of the United States of America.


 


This
letter and any signed agreement or instrument entered into in connection with this letter, may be executed in one or more counterparts,
all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile
machine or by .pdf, .tif, .gif, .peg or similar attachment to electronic mail shall be treated in all manner and respects as an
original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed
version thereof delivered in person.


 


 


Regards,





Anthony
C. Schnur


Chief
Executive Officer


 


Agreed,
confirmed and acknowledged:


 


RAD2
Minerals, Ltd.


 


By:  RAD2
    Management, LLC, General Partner


 





	 	/s/ Richard N. Azar, II	 
	 	Richard N. Azar,
    II
	 	Manager
	 	 
	 	Date:	08-25-2016