Amendment 3 To Joint Exploration Agreement
Amendment
3 To Joint Exploration Agreement
This
Third Amendment
(“Third
Amendment”) to that certain Letter Agreement (the “Letter Agreement”) dated
September 26, 2006, that certain Amendment No. 1 to Letter Agreement dated
December 12, 2006 (the “First Amendment”), that certain Joint Exploration
Agreement (“JEA”) dated March 30, 2007, and that certain Amendment 2 to the JEA
dated March 20, 2008 (the “Second Amendment”) all by and between MorMeg, LLC, a
Kansas limited liability company, referred to herein as “MorMeg,” and EnerJex
Resources, Inc., a Nevada corporation, referred to herein as “EnerJex” is
effective as of November 6, 2008. The Letter Agreement, First Amendment, JEA
and
Second Amendment Collectively referred to as the “Black Oaks Documents”. MorMeg
and EnerJex are jointly referred to herein as “the parties”.
Recitals
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A.
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Pursuant
to Section D.5. of the JEA and Section D.5 of the Letter Agreement,
EnerJex shall, following the minimum funding described therein and
previously paid,
within a reasonable length of time, secure and contribute additional
funding so as not to cause more than thirty (30) days delay of project
activities due to lack of funding to develop Black Oaks (the “Additional
Capital Deadline”); and
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B.
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Pursuant
to the Second Amendment, the Additional Capital Deadline was extended
until December 1, 2008;
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C.
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MorMeg
and EnerJex desire to amend the Black Oaks Documents to further extend
the
Additional Capital Deadline.
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Now
Therefore,
for
and
in consideration of the foregoing, and of the mutual covenants, agreements,
undertakings, representations and warranties contained herein, the parties
hereto agree as follows:
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1.
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Section
D5 of the Letter Agreement and JEA are hereby amended and restated
in
their entirety as follows:
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5.
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Notwithstanding
anything to the contrary herein or elsewhere, EnerJex shall have
until
June 1, 2009 (the “Additional Capital Deadline”) to contribute additional
capital towards the development of Black Oak, and within a reasonable
length of time thereafter, secure and contribute additional funding
so as
not to cause more than thirty (30) days delay of project activities
due to
lack of funding to complete the project. In the event EnerJex is
not
successful in obtaining additional funding, or all funding, to complete
the Black Oaks development described in Section 6, MorMeg may cancel
and
declare the JEA of no force and effect from the point of cancellation
forward. In the event of cancellation of the JEA by MorMeg, the following
procedure and formula will be used to distribute the ownership and
pay the
debts of the project.
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2.
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Sections
D5A, and D5B of the JEA and Letter Agreement, as amended remain
unchanged.
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3.
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In
the event of a conflict between this Third Amendment and the Black
Oaks
Documents and any amendments thereto, this Third Amendment shall
supersede
and prevail to the extent of such
conflict.
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4.
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Other
than as specifically provided in this Third Amendment, or as reasonable
to
conform to the provisions or intent of this Third Amendment, all
other
provisions of the Black Oaks Documents shall remain in full force
and
effect. This Third Amendment constitutes the sole and entire agreement
between the parties as to the matters contained herein, and supersedes
any
and all conversations, letters and other communications which may
have
been disseminated by the parties relating to the subject matter hereof,
all of which are void and of no
effect.
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5.
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Any
capitilized terms not defined herein have the meaning set forth in
the
JEA.
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6.
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This
Third Amendment may be executed in any number of counterparts, all
of
which taken together shall constitute one and the same instrument,
and the
parties hereto may execute this Third Amendment by signing any such
counterpart.
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7.
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The
parties hereby agree to take or cause to be taken such action, and
to do
and perform all such other acts and things as are necessary, advisable
or
appropriate to carry out the intent and terms of this Third
Amendment.
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In
Witness Whereof,
the
parties have executed this Third Amendment as of the date first above
written.
| MorMeg: | |||
| MorMeg, LLC, a Kansas limited liability company | |||
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| By: | /s/ ▇▇▇▇ ▇▇▇▇ | ||
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▇▇▇▇ ▇▇▇▇, Managing Member |
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| EnerJex: | |||
| EnerJex Resources, Inc., a Nevada corporation | |||
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| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Chief Executive Officer |
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