Exhibit
10.1


 


FIFTH
AMENDMENT TO PURCHASE AND SALE AGREEMENT


 


THIS
FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (“Amendment”) is entered into by and between WEM Dragon,
LLC, a Utah limited liability company (“DRAGON”), and Black Dragon Energy, LLC, a Nevada limited liability
company (“BLACK”) and effective as of March 1, 2017. DRAGON and BLACK may be referred to herein, each
individually, as a “Party” and, collectively, as the “Parties.”


 


WHEREAS,
the Parties are party to that certain Purchase and Sale Agreement by and between BLACK and DRAGON dated effective March 1, 2017
(the “PSA”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the
PSA;


 


WHEREAS,
the Parties entered into that certain First Amendment to Purchase and Sale Agreement dated effective as of March 1, 2017 (“First
Amendment”) for the purpose of modifying Section 2.1, Section 3.1, Section 3.2, Section 3.4, and Section
3.5 of the PSA;


 


WHEREAS,
the Parties entered into that certain Second Amendment to Purchase and Sale Agreement dated effective as of March 1, 2017 (“Second
Amendment”) for the purpose of modifying Section 2.1, Section 3.1.3, and Section 3.5 of the PSA;


 


WHEREAS,
the Parties entered into that certain Third Amendment to Purchase and Sale Agreement dated effective as of March 1, 2017 (“Third
Amendment”) for the purpose of modifying Section 2.1 of the PSA;


 


WHEREAS,
the Parties entered into that certain Fourth Amendment to Purchase and Sale Agreement dated effective as of March 1, 2017 (“Fourth
Amendment”) for the purpose of modifying Section 2.1, Section 3.1, Section 3.4.4, Section 3.4.5, Section
4.4, Section 4.7, and Section 7.5, of the PSA (the PSA as modified by the First Amendment, Second Amendment, Third
Amendment, and Fourth Amendment may hereinafter be referred to as the “Agreement”); and


 


WHEREAS,
as permitted by and in accordance with Section 14.8 of the PSA the Parties desire to amend and modify the Agreement as
set forth below.


 


NOW,
THEREFORE, for and in consideration of the mutual covenants, agreements, and promises contained herein, the benefits to be derived
by each Party hereunder, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
and intending to be legally bound, DRAGON and BLACK do hereby contract, stipulate, consent, and agree as follows:


 


	1.	The
    definition of “Payment Deadline” in Section 2.1 of the Agreement is amended to read as
    follows:


 


“Payment
Deadline” shall be August 1, 2020.


 


	2.	The
    “Obligation Deadline” as set forth in Section 4.4 of the Agreement is hereby changed from
    May 31, 2020 to “August 1, 2020, or earlier as may be required to meet drilling obligations under the respective Unit
    Agreements”.


 






    	Page 1 of 4 
	WEM Dragon-Black Dragon Energy PSA 5th Amendment




    	 	 	 



    

 


	3.	Section
    4.7 of the Agreement is hereby amended to read as follows:


 


	 	4.7	Reworking
    of Wellington Flats Well. On or before August 1, 2020, BLACK shall file all paperwork with the appropriate agencies
    (without limitation, including the BLM, Utah DOGM, and SITLA) necessary to take over as licensed and bonded operator of record
    for (i) the Wellington Flats 15-11-18E well (the “Wellington Flats Well”), (ii) the Spit Fire Unit,
    and (iii) the Dragon Unit. Additionally, on or before August 1, 2020, at BLACK’s sole cost and expense and as part of
    and subject to BLACK’s Carry Obligation under Section 4.1, re-enter and perform workover operations reasonably
    aimed at cleaning out the bore of the Wellington Flats Well and restoring that well to production. If after those operations
    that well is capable of production, BLACK shall thereafter continue to operate that well as a reasonably prudent operator
    pursuant to the JOA.


 


	4.	The
    deadline for Bond Replacement set forth in Section 7.5 of the Agreement is hereby changed from July 1, 2019 to August 1, 2020.
	 	 
	5.	BLACK’s
    obligation to make 60 Day Payments as set forth in Section 3.4.2 of the Agreement are suspended for the period from October
    1, 2019 to August 1, 2020, with the next 60 Day Payment to be due on August 1, 2020, and subsequent 60 Day Payments to be
    due every 60 days thereafter pursuant to the Agreement.
	 	 
	6.	No
    Other Amendments. All other terms of the Agreement not amended hereby remain in full force and effect as originally set forth.
	 	 
	7.	This
    Amendment may be executed by facsimile or other means of electronic communication capable of reproducing a printed copy and
    by counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.
    
	 	 
	8.	This
    Amendment has been duly executed on behalf of the parties hereto effective as of the date first written above.
	 	 
	9.	TIME
    IS OF THE ESSENCE UNDER THIS AMENDMENT. Thus,
    all time limits shall be strictly construed and enforced. The failure or delay of any Party in enforcing the rights and obligations
    detailed in the Agreement or this Amendment shall not constitute a waiver, nor shall such failure be the basis for estoppel.
    Such Party may exercise its rights under this Agreement and/or Amendment despite any delay or failure to enforce the rights
    when the right or obligation arose.
	 	 
	10.	This
    Amendment has been duly executed on behalf of the parties hereto effective as of the date first written above, provided
    that, if BLACK fails to timely (i) assume operatorship of the Wellington Flats Well and the Units pursuant to Section
    4.7.1, (ii) rework the Wellington Flats Well pursuant to Section 4.7.2; or (iii) make bond replacement deliveries
    pursuant to Section 7.5; or if Fortem fails to timely ratify this Amendment and agree to be bound hereby, then in any
    such event this Amendment shall, immediately and without notice by or to either Party, be rendered void and of no effect and
    the Agreement shall remain unaltered hereby.


 


[Remainder
of page intentionally blank. Signature page follows.]


 






    	Page 2 of 4 
	WEM Dragon-Black Dragon Energy PSA 5th Amendment




    	 	 	 



    

 


IN
WITNESS WHEREOF, this Fifth Amendment is executed, agreed to, and accepted by the Parties as of the 22nd day of May,
2020.


 


	DRAGON:	 
	WEM
    DRAGON, LLC	 
	 	 	 
	By:	Wasatch
    Energy Management, LLC, as manager of WEM Dragon, LLC	 
	 	 	 
	By:	/s/
    Daniel Gunnell	 
	Name:	Daniel
    Gunnell	 
	Title:	Manager
    of Wasatch Energy Management, LLC	 
	 	 	 
	BLACK:	 
	Black
    Dragon Energy, LLC	 
	 	 	 
	By:	/s/
    Michael Caetano	 
	Name:	Michael
    Caetano	 
	Title:	Manager	 


 






    	Page 3 of 4 
	WEM Dragon-Black Dragon Energy PSA 5th Amendment