Lilis Energy, Inc. Denver, CO 80203
Exhibit 10.13
0000 Xxxxx Xxxxxx, Xxxxx #000
Xxxxxx, XX 00000
January __, 2015
X.X. Xxxxxxx & Company,
as representative for the Holders
set forth below
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
Re: Waiver of Equity Conditions and Extension of Maturity under 8% Senior Secured Debentures
This letter agreement (this “Letter Agreement”) sets forth the agreement between Lilis Energy, Inc., a Nevada corporation, f/k/a Recovery Energy, Inc. (the “Company”) and the parties listed as Holders on the signature pages hereto (each a “Holder” and, collectively, the “Holders”) regarding (i) payment by the Company of all accrued and unpaid interest under the Company’s 8% Senior Secured Convertible Debentures due January 15, 2015, as amended (the “Debentures”) held by such holder in the form of the Company’s common stock, par value $0.0001 (the “Common Stock”) for the periods stated below, (ii) payment by the Company of interest under the Debentures for all future periods the form of Common Stock, and (iii) extension of the maturity date of the Debentures to the date that is one business day after the Maturity Date as defined in that certain Credit Agreement dated as of January 8, 2015, by and among the Company and Heartland Bank, as administrative agent, and the financial institutions from time to time signatory hereto (the “Heartland Maturity Date”).
Reference is made to those Securities Purchase Agreements, as amended, between the Company and certain holders, including the Holders, dated as of (i) February 2, 2011 (as subsequently amended, the “Original Purchase Agreement”); (ii) March 19, 2012 (as subsequently amended, the “Second Purchase Agreement”); and (iii) June 18, 2013 (as subsequently amended, the “Third Purchase Agreement” and, together with the Original Purchase Agreement and the Second Purchase Agreement, the “Purchase Agreements”); and those certain Debentures issued to the Holders pursuant to the Purchase Agreements.
The terms of the Debentures provide that the Company is required to pay interest to the holders of the Debentures on the aggregate unconverted and then-outstanding principal amount at the rate of 8% per annum, payable quarterly on February 15, May 15, August 15 and November 15, on each Conversion Date (as that term is defined in the Debentures), and on the maturity date. The Company may make such interest payments in shares of Common Stock if all of the Equity Conditions (as that term is defined in the Debentures) have been met or are waived in writing by the holders of the Debentures. Accordingly, each Holder hereby agrees as follows:
1. | Pursuant to Section 2(a) of the Debentures, each Holder acknowledges that it has received the number of shares of the Company’s Common Stock set forth set beside such Holder’s name on Schedule A hereto and that upon delivery of such shares the Company completely and fully satisfied its obligations with respect to all interest payments due and payable as of the date hereof, and in connection therewith agrees to waive the Equity Conditions for the interest payments due February 15, 2014, May 15, 2014, August 15, 2014 and November 15, 2014; and |
2. | Pursuant to Section 2(a) of the Debentures, each Holder agrees to accept shares of the Company’s Common Stock in full and complete satisfaction of all interest payments due to such Holder during the period beginning on the date of this Letter Agreement and ending upon the termination of the Debentures held by such Holder, and waives the Equity Conditions in connection with such interest payments; and |
3. | Each Holder agrees to extend the maturity date of the Debentures held by such Holder to the Heartland Maturity Date, and in connection therewith, to waive any Default or Event of Default that may have occurred as of the date hereof in connection with the Maturity Date under the Debentures. |
This Letter Agreement shall be construed in accordance with and governed by the laws of the State of Colorado, excluding its conflict of laws rules. This letter agreement may be executed in any number of counterparts each of which shall be considered an original. If the foregoing accurately sets forth our agreement, please so indicate by executing this letter in the space provided below.
Very truly yours, | ||
LILIS ENERGY, INC. | ||
By: | /s/ Xxxxxxx Xxxxxx | |
Xxxxxxx Xxxxxx | ||
Its: | Chief Executive Officer |
ACCEPTED AND AGREED this ___ day of January, 2015
HOLDERS: | ||
EZ Colony Partners, LLC, a Delaware limited liability company | ||
/s/ Xxxx Xxxxxxx | ||
Name: | Xxxx Xxxxxxx as Trustee of the Xxxx | |
Xxxxxxx 1997 Trust | ||
Title: | Manager and Member | |
Xxxxxxxx
& Xxxxx Xxxxxx Family Trust DTD 12/16/1998 Xxxxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx TTEES | ||
/s/ Xxxxxxxx Xxxxxx | ||
Name: | Xxxxxxxx Xxxxxx | |
Title: | Trustee | |
Wallington Investment Holdings, Ltd. | ||
/s/ Pierre Caland | ||
Name: | Pierre Caland | |
Title: | Director | |
Xxxxxx
X. Xxxx and Xxxxx Xxxx Revocable Trust DTD 10/28/10, Xxxxxx X. Xxxx & Xxxxx Xxxx TTEES | ||
/s/ Xxxxxx X. Xxxx | ||
Name: | Xxxxxx X. Xxxx | |
Title: | Trustee | |
G.
Xxxxx Xxxxxxx and Xxxxxxx X. Xxxxxxx TTEES The Xxxxxxx Family Trust DTD 1-11-2000 | ||
/s/ G. Xxxxx Xxxxxxx | ||
Name: | G. Xxxxx Xxxxxxx | |
Title: | Trustee | |
EMSE,
LLC, a Delaware limited liability company | ||
/s/ Xxxx Xxxxxxx | ||
Name: | Xxxx Xxxxxxx as Trustee of the Xxxx | |
Xxxxxxx 1997 Trust | ||
Title: | Manager and Member |
[Signature Page to Letter Agreement dated January __, 2015]
Schedule A
Holder | # of Shares |
EZ Colony Partners, LLC | 284,346 |
G. Xxxxx Xxxxxxx and Xxxxxxx X. Xxxxxxx TTEES The Xxxxxxx Family Trust DTD 1-11-2000 | 157,565 |
Xxxxxxxx & Xxxxx Xxxxxx Family Trust DTD 12-16-98 | 213,865 |
Wallington Investment Holdings, Ltd. | 385,537 |
Xxxxxx X. Xxxx & Xxxxx Xxxx Revocable Trust DTD 10/28/10 | 187,608 |
EMSE LLC | 33,923 |
1,262,844 |
A-1