Amendment No. 1 to the Gas Gathering, Processing and Purchase Agreement, dated October 1, 2017 by and among the Company and Lucid Energy Delaware

Exhibit 10.49

Amendment No. 1

to

GAS GATHERING, PROCESSING AND PURCHASE AGREEMENT

This Amendment No. 1 to Gas Gathering, Processing and Purchase Agreement (this “Amendment No. 1”) is made and entered into as of the 1st day of October, 2017 (the “Amendment No. 1 Effective Date”), by and between Lucid Energy Delaware, LLC, a Delaware limited liability company (“Buyer”) and Lilis Energy, Inc., a Nevada corporation (“Seller”). Buyer and Seller are sometimes referred to in this Amendment No. 1 individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein but not defined herein will have the meanings set forth in the Agreement.

Background:

Buyer and Seller are parties to that certain Gas Gathering, Processing and Purchase Agreement with an Effective Date of August 10, 2017 (the “Agreement”).

Agreement:

In consideration of the premises and of the mutual covenants set forth in this Amendment, the Parties agree as follows:

Section 1. Amendment to the Agreement.

(a)               Exhibit D to the Agreement is hereby deleted in its entirety and replaced with the attached Exhibit D-1. As of the Amendment No. 1 Effective Date, all references in the Agreement to Exhibit D will be references to Exhibit D-1.

(b)               Exhibit E to the Agreement is hereby deleted in its entirety and replaced with the attached Exhibit E-1. As of the Amendment No. 1 Effective Date, all references in the Agreement to Exhibit E will be references to Exhibit E-1.

Section 2. Miscellaneous.

(a)               Except as amended by this Amendment No. 1, all of the terms and provisions of the Agreement will remain in full force and effect.

(b)               Each capitalized term used in this Amendment No. 1 that is not otherwise defined in this Amendment No. 1 has the meaning assigned to such term in the Agreement.

(c)               This Amendment No. 1 may be executed by the Parties in counterparts (including without limitation facsimile counterparts), each of which will be deemed an original.

(d)               This Amendment No. 1 is effective on the Amendment No. 1 Effective Date and is binding upon and will inure to the benefit of the Parties and their respective successors and permitted assigns.

(e)               This Amendment No. 1 will be governed by and construed in accordance with the laws of the State of Texas.

IN WITNESS WHEREOF, the Parties have caused this Amendment No. 1 to be executed in duplicate originals by their duly authorized officers on the dates indicated below but as of the Amendment No. 1 Effective Date.

EXHIBIT D-1

to

GAS GATHERING, PROCESSING AND PURCHASE AGREEMENT

dated as of October 1, 2017

between

LUCID ENERGY DELAWARE, LLC

(Buyer)

and

LILIS ENERGY, INC.

(Seller)

LOW PRESSURE RECEIPT POINTS

HIGH PRESSURE RECEIPT POINTS

DELIVERY POINTS

PLANT PRODUCTS DELIVERY POINTS

1 – Should Seller request to Take-In-Kind, per Article 4.5 of the Agreement, and deliver to DCP Sand Hills, Seller’s ability to deliver to such Delivery Point shall be subject to Seller entering into all Plant Product transportation agreements.

** Exhibit D will be amended to add meter numbers and locations of facilities if/when Buyer establishes such Plant Products Delivery Points.

END OF EXHIBIT D-1

Amendment No. 1 dated October 1, 2017

To Gas Gathering, Processing and Purchase Agreement effective August 10, 2017

EXHIBIT E-1

to

GAS GATHERING, PROCESSING AND PURCHASE AGREEMENT

dated as of October 1, 2017

between

LUCID ENERGY DELAWARE, LLC

(Buyer)

and

LILIS ENERGY, INC.

(Seller)

INTERESTS IN THE DEDICATED ACREAGE

Amendment No. 1 dated October 1, 2017

To Gas Gathering, Processing and Purchase Agreement effective August 10, 2017

DEDICATED ACREAGE MAP

Amendment No. 1 dated October 1, 2017

To Gas Gathering, Processing and Purchase Agreement effective August 10, 2017

CONFLICTING DEDICATION

The Parties acknowledge and agree that the Interests are, as of the Effective Date, subject to prior written dedications and commitments for gathering, processing and purchase of Gas pursuant to the certain agreements provided below and that Seller shall be entitled to comply with such prior written dedications or commitments in accordance with the provisions of this Agreement.

The Parties acknowledge and agree that the following wellbores are, as of the Effective Date, subject to prior written dedications and alternative commitments for gathering, processing and purchase of Gas and therefore, such wellbores are excluded from the Dedication.

END OF EXHIBIT E-1

Amendment No. 1 dated October 1, 2017

To Gas Gathering, Processing and Purchase Agreement effective August 10, 2017