EXHIBIT 10.1

 

Blacksands Petroleum-Texas, LLC

 

800 Bering, Suite 250 Houston, Texas 70577

Main no. 713.554.4491 Fax no. 713.583.1617



 

July 9, 2014

 

Adwar Drilling Fund II, L.P.

c/o Adwar Drilling Partners, LLC3753 Howard Hughes Pkwy., Second Floor Suite 314

Las Vegas, Nevada89169

 

	
Re:

	
Amendment 2 toDevelopment Agreement (defined below)

ApClark Field Project
Borden County, Texas




 

Gentlemen:

 

This letter, to be effective as of March 31, 2014, constitutes the second amendment (“DA Amendment 2”) to that certain Development Agreement, dated September 3, 2013 (“Development Agreement”),by and among (i) Blacksands Petroleum-Texas, LLC, a Texas Limited Liability Company (“Blacksands”), (ii) NRG Assets Management, LLC, a Texas Limited Liability Company (“NRG”), and (iii) Adwar Drilling Fund II, L.P., a Nevada Limited Partnership (“Participant”). Blacksands, NRG and Participant may each be referred to herein as a “Party” or, collectively, as the “Parties”. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Development Agreement.

 

RECITALS

 

A. Pursuant to the Development Agreement, Participantagreed to participate in the drilling and operation by NRG of four Development Wells (“Development Wells”) located on the Oil, Gas and Mineral Lease(s) covering the lands delineated in the Development Agreement on Exhibit “A”, which wells consisted of (i) the Livestock Well No. 7-2, (ii) the Livestock Well No. 18-2, (iii) the BVR Well No. 5-1, and (iv) the Clark Well No. 3-1.

 

B. The Parties acknowledge that, at the time the Development Agreement was entered into, ApClark LLC, a Delaware limited liability company (“APC”), and not Blacksands, owned or was otherwise the beneficial owner of the interests in the wells conveyed or to be conveyed to Participant under the Development Agreement (the “Adwar Interests”).

 

C. The Parties desire to amend the Development Agreement to recognize APC’s conveyance of the Adwar Interests and to make APC a signatory to the Development Agreement.

 

D. Adwar desires to reduce the number of Development Wells in which it participates under the Development Agreement to three, with Adwar acquiring a participation interest only in (i) the Livestock Well No. 7-2, (ii) the Livestock Well No. 18-2, and (iii) the BVR Well No. 5-1.

 

	 
	
1








	





 

E. The Parties desire to amend the Development Agreement to reflect that the Adwar Interests shall apply only to the Livestock Well No. 7-2, the Livestock Well No. 18-2, and the BVR Well No. 5-1, and that the Adwar Interests shall not apply to the Clark Well No. 3-1.

 

F. The Parties desire to acknowledge the appointment of PIE Operating, LLC as the Operator for Livestock Well No. 7-2, Livestock Well No. 18-2, and the BVR Well No. 5-1.

 

G. In consideration of the foregoing and of the covenants and agreements hereinafter set forth, it is hereby agreed by and among the Parties that the Development Agreement shall be amended as follows:

 

AMENDMENTS

 

1. The Preambleto the Development Agreement is hereby deleted in its entirety and the following new Preamble to the Development Agreement is substituted in its place and stead, in the same manner as if the said new Preamble to the Development Agreement had been originally incorporated into the Development Agreement:

 

“This Development Agreement and the Exhibits attached hereto (“Development Agreement”) constitute the Development Agreement between Blacksands Petroleum-Texas, LLC a Texas Limited Liability Company (“Blacksands”), NRG Assets Management, LLC, a Texas Limited Liability Company (“NRG”), ApClark, LLC, a Delaware Limited Liability Company (“APC”), and Adwar Drilling Fund II, L.P., a Nevada Limited Partnership (“Participant”) regarding Participant participating in the drilling and operating by PIE Operating, LLC of threedevelopment wells located on the Oil, Gas and Mineral Lease(s) covering the lands delineated on Exhibit “A”, attached hereto and located in Borden County, Texas (“ApClark Project” or the “Property”). Blacksands, NRG, APC and Participant are sometimes hereinafter collectively referred to as the “Parties” and singularly as a “Party.”

 

2. All references to “Blacksands” in the Development Agreement shall be deemed to refer to APC, and not Blacksands.

 

3. Article I of the Development Agreement is hereby deleted in its entirety and the following new Article I of the Development Agreement is substituted in its place and stead, in the same manner as if the said new Article I of the Development Agreement had been originally incorporated into the Development Agreement:

 

“Participant desires to acquire from APC an undivided working interest in and to the Livestock Well No. 7-2, the Livestock Well No. 18-2, and the BVR Well No. 5-1 (collectively referred to as the “Development Wells”), insofar as to the wellbores and production therefrom and Participant’s proportionate undivided leasehold working interest as set out herein for the Livestock Well No. 7-2, Livestock Well No. 18-2, and the BVR Well No. 5-1 in return for its (i) Upfront Monies set out in Article II below, and (ii) participation in the drilling of the Development Well(s) under the terms set out in Article IV below.”

 

4. All references to and provisions pertaining to the Clark Well No. 3-1 shall be excised from the Development Agreement for all intents and purposes, such that the Development Agreement (and the Adwar Interests) shall pertain solely to the Livestock Well No. 7-2, the Livestock Well No. 18-2 and the BVR Well No. 5-1.

 

	 
	
2








	





 

5. The Parties acknowledge the receipt by APC from Adwar of $630,000.00 under the Development Agreement. The Parties hereby agree that $10,000.00 of such monies shall be designated as “Upfront Monies” paid with respect to the Livestock Well No. 7-2, $10,000.00 shall be designated as “Upfront Monies” paid with respect to the Livestock Well No. 18-2, and $10,000.00 shall be designated as “Upfront Monies” paid with respect to the BVR Well No. 5-1. The Parties further agree that the remaining $600,000.00 of the monies already received by APC from Adwar shall be credited to Adwar’s earned working interest in the Development Wells as follows: (i) $200,000.00 shall be credited to Adwar’s earned working interest in the Livestock Well No. 7-2, (ii) $200,000.00 shall be credited to Adwar’s earned working interest in the Livestock Well No. 18-2, and (iii) $200,000.00 shall be credited to Adwar’s earned working interest in the BVR Well No. 5-1. In order to recognized the above transactions, Article II of the Development Agreement is hereby deleted in its entirety and the following new Article II of the Development Agreement is substituted in its place and stead, in the same manner as if the said new Article II of the Development Agreement had been originally incorporated into the Development Agreement:

 

“Upfront Monies” is defined as the costs and expenses set out below:

 

Development Well(s), per well:

 

	
Participant 

	 	Participant 	 
	
Working Interest 

	 	Upfront Monies 	 
	
 

		
 

	
 

	
	
≈ 6.4%

	 	
$

	
10,000.00

	 
	
 

		
 

	
 

	
	
Participant’s Total Est. Upfront Monies per well

		
$

	
10,000.00

	


  

Participantshall acquire an undivided working interest in and to the Livestock Well No. 7-2, Livestock Well No. 18-2, and BVR Well No. 5-1 Development Wells, insofar as to the wellbores and production therefrom and a proportionate undivided leasehold working interest. As to each Development Well, the undivided working interest to which Participant shall be entitled shall be equal to seventy-five percent (75%) of the quotient derived by dividing (a) the difference of the actual total amount of funds invested by Participant in such Development Well minus the Upfront Monies, and (b) the actual amounts spent to complete such Development Well. The Parties estimate that Participant shall be entitled to a 6.402272% undivided leasehold working interest (with an associated 4.801704% of 8/8th net revenue interest) in and to (i) the Livestock Well No. 7-2, production therefrom and 80 gross acres around said well, (ii) the Livestock Well No. 18-2, production therefrom and 80 gross acres around said well, and (iii) the BVR Well No. 5-1 production therefrom and 80 gross acres around said well. If drilling costs are less than $2.3M for any Development Well, (A) any excess funds will be returned to Participant, or (B) Participant’s interest in such Development Well shall be increased proportionately, at the election of Participant. If drilling costs are greater than $2.3M for any Development Well, Participant’s Working Interest will be reduced proportionately.

 

	 
	
3








	





 

6. Each of Exhibit E, and Exhibit I to the Development Agreement is hereby deleted in its entirety.

 

7. Exhibit G to the Development Agreement is hereby deleted in its entirety and the new Exhibit G to the Development Agreement attached hereto is substituted in its place and stead, in the same manner as if the said new Exhibit G to the Development Agreement had been originally incorporated into the Development Agreement.

 

8. Exhibit H to the Development Agreement is hereby deleted in its entirety and the new Exhibit H to the Development Agreement attached hereto is substituted in its place and stead, in the same manner as if the said new Exhibit H to the Development Agreement had been originally incorporated into the Development Agreement.

 

9. Exhibit J to the Development Agreement is hereby deleted in its entirety and the new Exhibit J to the Development Agreement attached hereto is substituted in its place and stead, in the same manner as if the said new Exhibit J to the Development Agreement had been originally incorporated into the Development Agreement.

 

10. Exhibit K to the Development Agreement is hereby deleted in its entirety and the new Exhibit K to the Development Agreement attached hereto is substituted in its place and stead, in the same manner as if the said new Exhibit K to the Development Agreement had been originally incorporated into the Development Agreement.

 

11. The Parties acknowledge that PIE Operating, LLC has, effective March17, 2014, obtained the exclusive appointment as operator for the Livestock Well No. 7-2, Livestock Well No. 18-2, and BVR Well No. 5-1 Development Wells. The Parties hereby approve the appointment of PIE Operating, LLC as the operator for the Livestock Well No. 7-2, the Livestock Well No. 18-2, and BVR Well No. 5-1 and agree that PIE Operating, LLC shall not be replaced as the operator under this or any other agreement without the prior written approval of Participant and APC.

 

12. The Parties agree that any and all other provisions of the Development Agreement that are inconsistent with this DA Amendment 2 shall be deemed amended to the extent (and only to the extent) necessary to conform such provisions to the intent of the Parties as evidenced by this DA Amendment 2.

 

13. Adwar acknowledges that the amendments to the Development Agreement and the reduction in number of the Development Wells evidenced hereby are by mutual agreement of the Parties and that Adwar has conducted any and all due diligence it has deemed necessary or proper with respect to the amendments and transactions evidenced hereby. Adwar agrees to indemnify, defend and hold harmless the other Parties and each of their affiliates, directors, officers, managers, members, partners, shareholders, employees, agents, consultants, advisers and representatives from and against any and all Losses that arise from or relate to this DA Amendment 2, and the reduction in number of the Development Wells from four to three. For purposes of this Section 8, “Losses” shall mean any liabilities, damage, losses, claims, causes of action, payments, charges, judgments, assessments, penalties, fines, awards, settlements, diminutions in value, liens, deficiencies, costs and expenses (including reasonable attorneys’ fees and expenses).

 

14. Except as previously amended and as further amended hereby, the Development Agreement shall remain in full force and affect.

 

	 
	
4








	





 

IN WITNESS WHEREOF, this instrument is executed effective as of the date first written above.

 

 

	
Blacksands: 

			
NRG:

	
	
 

			
 

	
	
Blacksands Petroleum-Texas, LLC

			
NRG Assets Management, LLC

	
	 	 	 	 	 
		 	 		 
	Name:	 	 	Name:	 
	Title:	 	 	Title:	 
	Date:			Date:	
	 			 	
	APC:			Participant:	
	 			 	
	ApClark, LLC			Adwar Drilling Fund II, L.P.
By: Adwar Drilling Partners, LLC


Its: General Partner

	
	 			 	
	 				
	Name:			By its Managing Member Calmerica Resource Development, Inc.	
	Title:			By: Anthony N. DeMint, President	
	Date:			Date: July 9, 2014	


 

	 
	
5








	





 

EXHIBIT “G”

 

Attached to and made a part of the Development Agreement dated September 3, 2013

between Blacksands TX, NRG and Adwar Drilling Fund II, L.P.

 

	
A U T H O R I Z A T I O N - F O R - E X P E N D I T U R E


	
Drill & Complete




 

	Original AFE No.	 	 	Date:	June 5, 2013	 	 	 
	
Supplemental No.

	 	 	
Well Type:

	
Development

	 	  	 
	
Revision No.

	 	  	
Working Interest

	
100.00%

	 	 	 
	  	  	 	
Footage rate

	  	  	 	  	 
	 	 	 	
 

	 	 	 	 	 
	
Lease/Well Name: Livestock 18-2

	 	 	
New Well:

	
x

	 	
Re-Entry:

	 
	
Location: Borden County, TX

	 	  	
County/Parish:

	
Borden

	 	  	 
	
Field/Prospect: Apclark Field

	 	  	
State:

	
Texas

	 	  	 
	
Objective For:

	 	Spraberry	
Proposed TD:

	
9,300 ft

	 	 	 
	
Other Potential Formation:

	 	
Strawn, Cline, Mississippi

	
Acres in Lease

	
640

	 	  	 


 

	INTANGIBLE COSTS	 	 	 	
BCP

	 	
ACP

	 	
COMPLETION


	
IDC

	
ICC

	 	 	 	 	 	 	 	 
	
9207

	
9307

	 	
Permit/Survey/Damages

	 	
$6,000

	 	 	 	 
	
9222

	
9322

	 	
Land & Legal

	 	
$10,000

	 	 	 	 
	
9211

	
9311

	 	
Location & Road, Build & Restore

	 	
$185,000

	 	 	 	
$5,000


	
9202

	
9301

	 	
Contract Drilling - Day Work Day Rate: $12,500.00

	 	 	 	
$75,000

	 	 
	
9203

	 	 	
Contract Drilling - Turnkey

	 	 	 	 	 	 
	
9204

	 	 	
Footage: 9300' @ $36.36/Ft

	 	
$338,148

	 	
$6,400

	 	 
	 	
9301

	 	
Completion Rig  Day Rate: $3,750.00

	 	 	 	 	 	
$22,500


	
9245

	
9302

	 	
Mob / Demob

	 	 	 	 	 	 
	
9209

	
9309

	 	
Mud & Chemical

	 	
$75,000

	 	
$85,000

	 	
$20,000


	
9224

	
9324

	 	
Fuel

	 	 	 	
$2,500

	 	 
	
9209

	
9309

	 	
Water / Water Well

	 	
$30,000

	 	
$20,000

	 	
$10,000


	
9219

	
9319

	 	
Bits

	 	 	 	 	 	 
	
9204

	 	 	
Directional Services

	 	 	 	 	 	 
	
9208

	
9308

	 	
Cement & Cement Services

	 	
$35,000

	 	
$40,000

	 	 
	
9218

	
9318

	 	
Casing Crew, Tongs & Tools

	 	 	 	
$10,000

	 	
$10,000


	
9218

	 	 	
Mud Log

	 	
$10,000

	 	 	 	 
	
9213

	 	 	
Open Hole Logs

	 	
$25,000

	 	 	 	 
	
9216

	 	 	
Coring & Formation Testing

	 	 	 	 	 	 
	
9213

	
9329

	 	
Cased Hole Logs

	 	 	 	
$15,000

	 	 
	 	
9329

	 	
Cased Hole Wireline, Perforating / CIBP / misc

	 	 	 	 	 	
$60,000


	
9214

	
9314

	 	
Fracture / Stimulation

	 	 	 	 	 	
$350,000


	
9212

	
9312

	 	
Rental Tools & Equipment

	 	
$5,000

	 	
$5,000

	 	
$5,000


	
9215

	
9315

	 	
Transportation

	 	
$10,500

	 	
$5,000

	 	
$10,000


	
9230

	
9330

	 	
Vacuum/Pump Truck

	 	
$5,000

	 	
$5,000

	 	
$5,000


	
9222

	
9322

	 	
Consulting Services

	 	
$29,400

	 	
$8,400

	 	
$6,600


	
9205

	
9305

	 	
Operating Overhead

	 	
$2,500

	 	
$100

	 	
$5,000


	
9231

	
9333

	 	
Co. Labor (Time, Exp. & Benefits)

	 	
$1,500

	 	
$1,500

	 	
$5,000


	
9221

	
9321

	 	
Welding, Roustabout Labor

	 	
$3,500

	 	
$3,500

	 	
$5,000


	
9216

	
9316

	 	
Special Services, Testing

	 	
$3,500

	 	 	 	
$5,000


	
9298

	
9398

	 	
P & A Costs

	 	
$40,000

	 	
-$40,000

	 	 
	
9220

	
9320

	 	
Well / Well Control Insurance  $0.900 per foot

	 	
$8,370

	 	 	 	 
	
9240

	
9340

	 	
Miscellaneous

	 	
$3,000

	 	
$1,000

	 	
$1,000


	 	 	 	 	 	 	 	 	 	 
	 	 	 	
Subtotal

	 	
$826,418

	 	
$243,400

	 	
$525,100


	 	 	 	
Contingencies 15.00%

	 	
$124,000

	 	
$37,000

	 	
$79,000


	 	 	 	 	 	 	 	 	 	 
	
TOTAL INTANGIBLE COSTS

	 	
$950,418

	 	
$280,400

	 	
$604,100




 

	
A U T H O R I Z A T I O N - F O R - E X P E N D I T U R E


	
Lease/Well Name: 0

	
Date: June 5, 2013




 

	
TANGIBLE COSTS

	 	  	  	 	
BCP

	 	
ACP

	 	
COMPLETION


	  	
TD&C

	 	  	
Size

	
Footage

	
$/foot

	 	  	 	  	 	  
	  	
9401

	 	
Conductor Pipe:

	
16

	
100

	
$50.00

	 	  	 	  	 	  
	  	
9401

	 	
Surface Casing

	
13 3/8"

	
250

	
$30.00

	 	
$7,500

	 	  	 	  
	  	
9402

	 	
Intermediate Casing

	
8 5/8"

	
3,500

	
$22.00

	 	
$77,000

	 	  	 	  
	  	
9402

	 	
Production Casing

	
5 1/2"

	
9,200

	
$11.00

	 	  	 	
$101,000

	 	  
	  	
9403

	 	
Tubing:

	
2 3/8"

	
9,200

	
$4.00

	 	  	 	  	 	
$37,000


	  	
9419

	 	
Casing Equip. & Liner Hanger

	 	 	
$1,500

	 	
$4,000

	 	  
	  	
9418

	 	
Valves & Fittings

	 	 	
$500

	 	
$1,000

	 	
$1,000


	  	
9404

	 	
Wellhead Equipment

	 	  	 	
$10,000

	 	
$10,000


	  	
9490

	 	
Misc. Equipment (includes Hook-up fittings & Dump Controls)

	 	 	 	  	 	
$3,000


	  	
9413

	 	
Downhole Equipment (Packer, XO, Nipple, Pups)

	 	  	 	  	 	
$25,000


	  	
9420

	 	
Meter & Meter Run (includes Tap)

	 	  	 	  	 	
$15,000


	  	
9410

	 	
Flowlines & Connections (includes ROW)

	 	  	 	  	 	
$20,000


	  	
9407

	 	
Tanks, (Walkways, Stairways, etc.)

	 	 	  	 	  	 	
$15,000


	  	
9409

	 	
Pumping Unit

	 	 	  	 	  	 	
$95,000


	  	
9409

	 	
Line Heater / Dehydration Unit

	 	 	  	 	  	 	
$5,000


	  	
9408

	 	
Separator / Heater-Treater

	 	 	  	 	  	 	
$10,000


	  	
9490

	 	
Installation Costs

	 	 	  	 	  	 	
$3,500


	  	  	 	
Subtotal

	  	  	  	 	
$86,500

	 	
$116,000

	 	
$239,500


	  	  	 	
Contingencies 15.00%

	 	  	 	
$13,000

	 	
$17,000

	 	
$36,000


	  	  	 	  	  	  	  	 	  	 	  	 	  
	
TOTAL TANGIBLE COSTS

	  	  	  	 	
$99,500

	 	
$133,000

	 	
$275,500


	  	  	 	  	  	  	  	 	  	 	  	 	  
	
TOTAL INTANGIBLE & TANGIBLE COSTS

	  	  	  	 	
$1,049,918

	 	
$413,400

	 	
$879,600


	
TOTAL WELL COSTS

	  	  	  	 	 	 	  	 	
$2,342,918


	  	  	 	  	  	  	  	 	  	 	  	 	  
	
It is recognized that the amounts herein are estimates only and approval of this authorization shall extend to

	 	  
	
the actual costs incurred in conducting the operation specified, whether more or less than set out herein.

	 	  


 

	 
	
6








	





 

EXHIBIT “H”

 

Attached to and made a part of the Development Agreement dated September 3, 2013

between BlacksandsTX, NRG and Adwar Drilling Fund II, L.P.

 

	
A U T H O R I Z A T I O N - F O R - E X P E N D I T U R E


	
Drill & Complete




 

	
Original AFE No.

	
Date:

	
June 5, 2013

	 
	
Supplemental No.

	
Well Type:

	
Development

	 	 	 
	
Revision No.

	 	 	
Working Interest:

	
100.00%

	 	 	 
	 	 	 	
Footage rate

	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	
Lease/Well Name: Livestock 7-2

	
New Well:

	
x

	 	
Re-Entry:

	 
	
Location: Borden County, TX

	 	 	
County/Parish:

	
Borden

	 	 	 
	
Field/Prospect: Apclark Field

	 	 	
State:

	
Texas

	 	 	 
	
Objective For:

	 	
Spraberry

	
Proposed TD:

	
9,300 ft

	 	 	 
	
Other Potential Formation:

	 	
Strawn, Cline, Mississippi

	
Acres in Lease

	
640

	 	 	 


 

	INTANGIBLE COSTS	 	 	 	
BCP

	 	
ACP

	 	
COMPLETION


	
IDC

	
ICC

	 	 	 	 	 	 	 	 
	
9207

	
9307

	 	
Permit/Survey/Damages

	 	
$6,000

	 	 	 	 
	
9222

	
9322

	 	
Land & Legal

	 	
$10,000

	 	 	 	 
	
9211

	
9311

	 	
Location & Road, Build & Restore

	 	
$185,000

	 	 	 	
$5,000


	
9202

	
9301

	 	
Contract Drilling - Day Work Day Rate: $12,500.00

	 	 	 	
$75,000

	 	 
	
9203

	 	 	
Contract Drilling - Turnkey

	 	 	 	 	 	 
	
9204

	 	 	
Footage: 9300' @ $36.36/Ft

	 	
$338,148

	 	
$6,400

	 	 
	 	
9301

	 	
Completion Rig  Day Rate: $3,750.00

	 	 	 	 	 	
$22,500


	
9245

	
9302

	 	
Mob / Demob

	 	 	 	 	 	 
	
9209

	
9309

	 	
Mud & Chemical

	 	
$75,000

	 	
$85,000

	 	
$20,000


	
9224

	
9324

	 	
Fuel

	 	 	 	
$2,500

	 	 
	
9209

	
9309

	 	
Water / Water Well

	 	
$30,000

	 	
$20,000

	 	
$10,000


	
9219

	
9319

	 	
Bits

	 	 	 	 	 	 
	
9204

	 	 	
Directional Services

	 	 	 	 	 	 
	
9208

	
9308

	 	
Cement & Cement Services

	 	
$35,000

	 	
$40,000

	 	 
	
9218

	
9318

	 	
Casing Crew, Tongs & Tools

	 	 	 	
$10,000

	 	
$10,000


	
9218

	 	 	
Mud Log

	 	
$10,000

	 	 	 	 
	
9213

	 	 	
Open Hole Logs

	 	
$25,000

	 	 	 	 
	
9216

	 	 	
Coring & Formation Testing

	 	 	 	 	 	 
	
9213

	
9329

	 	
Cased Hole Logs

	 	 	 	
$15,000

	 	 
	 	
9329

	 	
Cased Hole Wireline, Perforating / CIBP / misc

	 	 	 	 	 	
$60,000


	
9214

	
9314

	 	
Fracture / Stimulation

	 	 	 	 	 	
$350,000


	
9212

	
9312

	 	
Rental Tools & Equipment

	 	
$5,000

	 	
$5,000

	 	
$5,000


	
9215

	
9315

	 	
Transportation

	 	
$10,500

	 	
$5,000

	 	
$10,000


	
9230

	
9330

	 	
Vacuum/Pump Truck

	 	
$5,000

	 	
$5,000

	 	
$5,000


	
9222

	
9322

	 	
Consulting Services

	 	
$29,400

	 	
$8,400

	 	
$6,600


	
9205

	
9305

	 	
Operating Overhead

	 	
$2,500

	 	
$100

	 	
$5,000


	
9231

	
9333

	 	
Co. Labor (Time, Exp. & Benefits)

	 	
$1,500

	 	
$1,500

	 	
$5,000


	
9221

	
9321

	 	
Welding, Roustabout Labor

	 	
$3,500

	 	
$3,500

	 	
$5,000


	
9216

	
9316

	 	
Special Services, Testing

	 	
$3,500

	 	 	 	
$5,000


	
9298

	
9398

	 	
P & A Costs

	 	
$40,000

	 	
-$40,000

	 	 
	
9220

	
9320

	 	
Well / Well Control Insurance    $0.900 per foot

	 	
$8,370

	 	 	 	 
	
9240

	
9340

	 	
Miscellaneous

	 	
$3,000

	 	
$1,000

	 	
$1,000


	 	 	 	 	 	 	 	 	 	 
	 	 	 	
Subtotal

	 	
$826,418

	 	
$243,400

	 	
$525,100


	 	 	 	
Contingencies 15.00%

	 	
$124,000

	 	
$37,000

	 	
$79,000


	 	 	 	 	 	 	 	 	 	 
	
TOTAL INTANGIBLE COSTS

	 	
$950,418

	 	
$280,400

	 	
$604,100




 

	
A U T H O R I Z A T I O N - F O R - E X P E N D I T U R E


	
 


	Lease/Well Name: 0	 	
Date: June 5, 2013




 

	
TANGIBLE COSTS

	 	 	 	 	 	 	BCP	 	ACP	 	COMPLETION
	  	
TD&C

	 	  	
Size

	
Footage

	
$/foot

	 	  	 	  	 	  
	  	
9401

	 	
Conductor Pipe:

	
16

	
100

	
$50.00

	 	  	 	  	 	  
	  	
9401

	 	
Surface Casing

	
13 3/8"

	
250

	
$30.00

	 	
$7,500

	 	  	 	  
	  	
9402

	 	
Intermediate Casing

	
8 5/8"

	
3,500

	
$22.00

	 	
$77,000

	 	  	 	  
	  	
9402

	 	
Production Casing

	
5 1/2"

	
9,200

	
$11.00

	 	  	 	
$101,000

	 	  
	  	
9403

	 	
Tubing:

	
2 3/8"

	
9,200

	
$4.00

	 	  	 	  	 	
$37,000


	  	
9419

	 	
Casing Equip. & Liner Hanger

	 	 	
$1,500

	 	
$4,000

	 	  
	  	
9418

	 	
Valves & Fittings

	 	 	
$500

	 	
$1,000

	 	
$1,000


	  	
9404

	 	
Wellhead Equipment

	 	  	 	
$10,000

	 	
$10,000


	  	
9490

	 	
Misc. Equipment (includes Hook-up fittings & Dump Controls

	 	 	 	  	 	
$3,000


	  	
9413

	 	
Downhole Equipment (Packer, XO, Nipple, Pups)

	 	  	 	  	 	
$25,000


	  	
9420

	 	
Meter & Meter Run (includes Tap)

	 	  	 	  	 	
$15,000


	  	
9410

	 	
Flowlines & Connections (includes ROW)

	 	  	 	  	 	
$20,000


	  	
9407

	 	
Tanks, (Walkways, Stairways, etc.)

	 	  	 	  	 	
$15,000


	  	
9409

	 	
Pumping Unit

	 	 	  	 	  	 	
$95,000


	  	
9409

	 	
Line Heater / Dehydration Unit

	 	 	  	 	  	 	
$5,000


	  	
9408

	 	
Separator / Heater-Treater

	 	 	  	 	  	 	
$10,000


	  	
9490

	 	
Installation Costs

	 	 	  	 	  	 	
$3,500


	  	  	 	
Subtotal

	  	  	  	 	
$86,500

	 	
$116,000

	 	
$239,500


	  	  	 	
Contingencies  15.00%

	 	  	 	
$13,000

	 	
$17,000

	 	
$36,000


	  	  	 	  	  	  	  	 	  	 	  	 	  
	
TOTAL TANGIBLE COSTS

	  	  	  	 	
$99,500

	 	
$133,000

	 	
$275,500


	  	  	 	  	  	  	  	 	  	 	  	 	  
	
TOTAL INTANGIBLE & TANGIBLE COSTS

	  	  	  	 	
$1,049,918

	 	
$413,400

	 	
$879,600


	
TOTAL WELL COSTS

	  	  	  	 	 	 	  	 	
$2,342,918


	  	  	 	  	  	  	  	 	  	 	  	 	  
	
It is recognized that the amounts herein are estimates only and approval of this authorization shall extend to

	 	  
	
the actual costs incurred in conducting the operation specified, whether more or less than set out herein.

	 	  


 

	 
	
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EXHIBIT “J”

 

Attached to and made a part of the Development Agreement dated September 3, 2013

between BlacksandsTX, NRG and Adwar Drilling Fund II, L.P.

 

ASSIGNMENT

(Development Wells)

 

	
STATE OF TEXAS

	
 


	
 

	
KNOW ALL MEN BY THESE PRESENTS:


	
COUNTY OF BORDEN

	
 




 

THAT, ApClark, LLC, a Delaware limited liability company, whose address is 800 Bering, Suite 250, Houston, Texas 77057 (hereinafter referred to as “Assignor”), for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does herby bargain, sell, transfer, assign, set over and convey unto the Parties set out on Exhibit “A”, the working interests and the net revenue interests associated therewith, as set out next to the Parties’ names thereon (hereinafter referred to as “Assignee”), in and to the well (API No: __________________) located on those certain Oil, Gas and Mineral Leases, described in Exhibit “A” (“the Leases”), attached hereto and made a part hereof for all purposes.

 

This Partial Assignment of Oil, Gas and Mineral Leases is made subject to the terms and provisions herein and further subject to the following Development Agreements and/or terms and conditions:

 

1.  That certain Development Agreement dated September 3, 2013 by and between Blacksands Petroleum-Texas LLC, NRG Assets Management, LLC and Adwar Drilling Fund II, L.P., as amended by that certain First Amendment to Development Agreement, dated January 30, 2014, and that certain Second Amendment to Development Agreement, dated effective as of March 31, 2014; and

 

2.  That certain Joint Operating Development Agreement dated September 3, 2013, by and between NRG Assets Management, LLC, as Operator, and Adwar Drilling Fund II, L.P., as Non-Operator, as amended; and

 

3.  Unless provided otherwise, all recording references in the Exhibits hereto are to the official real property records of the county in which the Assigned Interests are located; and

 

4.  This Assignment binds and inures to the benefit of Assignor and Assignee and their respective successors and assigns; and

 

5.  This Assignment may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original and all of which together shall constitute one and the same instrument.

 

	 
	
8








	





 

TO HAVE AND TO HOLD same unto Assignee, together with all and singular rights and appurtenances thereto in any way belonging, unto Assignee, its successors and assigns, forever and Assignor hereby binds itself, its heirs, successors and assigns, to warrant and forever defend all and singular rights in the Leasesunto Assignee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through and under Assignor, but not otherwise.

 

IN WITNESS HEREOF, this instrument is executed effective this ___________ day of _________________, 201__, but made effective as of the first day of _______________, 201__.

 

ASSIGNOR:

 

ApClark, LLC,

a Delaware limited liability company

 

___________________________

Name:

Title:

 

STATE OF ________________

COUNTY OF ______________

 

This instrument was acknowledged before me on the ___day of _____________, 2014, by ____________, ____________, of ApClark, LLC, a Delawarelimited liability company, on behalf of said company.

 

_____________________________

Notary Public, State of __________

 

	 
	
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EXHIBIT “K”

 

Attached to and made a part of the Development Agreement dated September 3, 2013

between BlacksandsTX, NRG and Adwar Drilling Fund II, L.P.

 

JOA to be attached

 

 

10