Relinquishment of Repurchase Rights and Asset Transfer Agreement among Adino Energy Corporation, Alejandro Perales, and Gator-Dawg Drilling, LLC
This agreement, dated June 28, 2012, is between Adino Energy Corporation, Alejandro Perales (representing former members of Petro 2000 and PetroGreen), and Gator-Dawg Drilling, LLC. The Sellers agree to give up their right to repurchase certain assets, while Adino will release 10 million shares of its stock from escrow to the Sellers. Gator-Dawg will transfer a drilling rig to AACM3, L.L.C., and Adino will sell all membership interests in AACM3, L.L.C. to Alejandro Perales. All other prior agreements remain in effect.
June 28, 2012
Mr. Alejandro Perales
2554 Cedar Ridge Lane
San Angelo, Texas 76904
| Re: | Relinquishment of repurchase rights |
Dear Mr. Perales:
This letter agreement is meant to memorialize certain understandings among you (on behalf of the former members of AACM3, L.L.C., a Texas limited liability company doing business as Petro 2000 Exploration (“Petro 2000”), and PetroGreen Energy, LLC, a Nevada limited liability company (“PetroGreen”)), Adino Energy Corporation (“Adino”), and Gator-Dawg Drilling, LLC (“Gator-Dawg”).
| 1. | Upon Adino’s compliance with the other terms set forth herein, the former members of Petro 2000 and PetroGreen (the “Sellers”) shall no longer have the right, as previously set forth in the agreement of July 29, 2010 between the Sellers and Adino, to repurchase the assets of Petro 2000 and PetroGreen. |
| 2. | Upon execution of this letter agreement, Adino agrees to release the 10,000,000 shares of Adino common stock currently being held in escrow to the Sellers in the amounts previously agreed to, regardless of the closing price of Adino’s common stock. |
| 3. | As further consideration for this agreement, Gator-Dawg agrees to transfer title to the trailer mounted single lay down derrick drilling rig, N-3 Brewster draw works, 80,000# blocks to AACM3, L.L.C. (the “Transferee”). Upon the Transferee’s request, Gator-Dawg will prepare and deliver to the Transferee a bill of sale stating nominal consideration for such transfer. |
| 4. | As additional consideration for this agreement, Adino agrees to sell one hundred percent (100%) of the membership interest of AACM3, L.L.C., a Texas limited liability company, to Alejandro Perales. |
All other agreements between Adino and the Sellers remain in force.
| ADINO ENERGY CORPORATION | ||
| By: | /s/ Timothy G. Byrd, Sr. | |
| Timothy G. Byrd, Sr. | ||
| Chief Executive Officer |
| ALEJANDRO PERALES | |
| /s/ Alejandro Perales | |
| Gator-Dawg Drilling, LLC |
| By: | /s/ Sonny Wooley | |
| Name: | Sonny Wooley | |
| Title: | President |
