Amendment No. 1 to Pre-Merger Collaboration Agreement (March 3, 2015)

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STATE OF TEXAS		§
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COUNTY OF KARNES		§

This Partial Assignment and Bill of Sale of Wellbore Rights is made and accepted without any representations and warranties, expressed or implied, except warranty of title by, and through and under Assignor, but not otherwise.

This Partial Assignment and Bill of Sale of Wellbore Rights may be executed in any number of counterparts, and each counterpart may be recorded separately or may be combined to form one (1) instrument for recording purposes.

 

Executed by Assignor and Assignees on the dates reflected in their respective acknowledgments, but effective as of the date stated above.

	“ASSIGNOR”
	LUCAS ENERGY, INC.
	By:________________________________
	Printed Name:_______________________
	Title:______________________________
	“ASSIGNEE”
	VICTORY ENERGY CORPORATION
	By:_________________________________

This instrument was acknowledged before me on this _____ day of February, 2015 by ___________________________, who is _____________ of LUCAS ENERGY, INC., a Nevada corporation, on behalf of said corporation.

My Commission Expires:___________		____________________________________
		Notary Public for the State of Texas
		County of Harris
		Printed Name:________________________

This instrument was acknowledged before me on this _____ day of February, 2015 by __________________, who is ______________ of VICTORY ENERGY CORPORATION, a Texas limited liability company, on behalf of said limited liability company.

My Commission Expires:___________		____________________________________
		Notary Public for the State of Texas
		County of Travis
		Printed Name:________________________

 

 

 

The terms “Victory” and “Rogers” and other nouns and pronouns include the plural if more than one exists.  The terms “Victory” and “Rogers” also include their respective heirs, personal representatives, and assigns.  Victory and Rogers are collectively referred to in this Note as the “Parties.”

This Note is contingent and shall only be payable if any of the following events occurs, and interest begins to accrue immediately upon the occurrence of the earlier of the following events (collectively the “Contingency Events”):

(1) the termination of the Letter of Intent or of the Definitive Agreement between Victory, Lucas Energy, Inc. (“Lucas”), and AEP Assets, LLC (“AEP”) (and any other applicable parties) as those documents are defined in the Pre-Merger Collaboration Agreement entered into by Victory, Lucas, and AEP (and any and all other parties) and dated on or around the same date as this Note (the “Collaboration Agreement”); or

 

Promise to Pay.    Victory promises to pay to the order of Louise H. Rogers at the place for payment and according to the terms of payment the principal amount plus interest at the rates stated above.  Any amounts under this Note remaining unpaid as of the due date shall be due and payable no later than the Maturity Date.

Application of Payments.    Payments under this Note shall be applied first to accrued and unpaid interest and the balance, if any, to principal.  Any allowed or mandatory prepayment of this Note shall also be accompanied by the payment of all accrued and unpaid interest on the amount prepaid.  Partial prepayments of this Note shall be applied to the installments in the inverse order of their maturities.

Waiver of Demand, Presentment, etc.    Failure by Victory to timely make the payment of this Note on or before the Maturity Date constitutes default of this Note.  Victory and each surety, guarantor, and endorser all waive any and all notices, demands for payment, presentations for payment, notices of intent to accelerate maturity, notices of acceleration, protests, notices of protest, and notice of dishonor.  Victory also waives any notice of intent to file suit and diligence by Rogers in taking any action to collect amounts due under this Note.  No delay by Rogers in exercising any right or remedy available to her to enforce this Note shall constitute a waiver of the right or remedy.  A waiver on one occasion shall not operate as a bar to or waiver of any right or remedy of Rogers on any future occasion.

Usury Compliance.    The Parties to this Note intend to comply with the usury laws applicable to this Note.  Accordingly, the Parties agree that no provision in this Note or in any related documents (if any) shall require or permit the collection of interest in excess of the maximum rate permitted by law.  If any excess interest is provided for or contracted for in this Note, or charged to Victory or any other person responsible for payment, or received by Rogers, or if any excess interest is adjudicated to be provided for or contracted for under this Note or adjudicated to be received by Rogers or her assignee or successor, then the Parties expressly agree that this paragraph shall govern and control and that neither Victory nor any other party liable for payment of the Note shall be obligated to pay the amount of excess interest, and the Note shall be modified as necessary to reflect this agreement and not voided.  Any excess interest that may have been collected shall be, at Rogers’ option, either applied as credit against any unpaid principal amount due or refunded to Victory.  The effective rate of interest shall be automatically subject to reduction to the maximum lawful contract rate allowed under the usury laws of the State of Texas as they are now or subsequently construed by the courts of the State of Texas.

Attorney’s Fees and Costs of Collection upon Default.   If this Note is given to an attorney for collection, or if suit is brought for collection, or if it is collected through probate, bankruptcy, or other judicial proceeding, then Victory shall pay all of Rogers’ actual attorney’s fees, all costs of collection, all expenses of litigation, and all costs of court incurred in addition to any and all other amounts due.