Exhibit 10.23
SecondAmendment, Extension and Ratification ofPurchase and Sale Agreement
WHEREAS, heretofore, effective the 1st day of June 2015,Black Gold Kansas Production, LLC, a Texas limited liability company whose address is 900 Bristol Court, Southlake, Texas 76092 ("Seller"), did execute and deliver toRangeford Resources, Inc., a Nevada corporation whose address is 556 Silicon Drive Suite 103, Southlake, Texas 76092 ("Purchaser"), a Purchase and Sale Agreement, covering the oil and gas project, known as the George Project, located in Bourbon and Allen Counties, Kansas (the “Project”), a copy being attached hereto asExhibit “A” (“the Agreement”).Seller andPurchaser are sometimes hereinafter collectively referred to as the “Parties” or individually as the “Party”.
SaidProjectbeing more fully described in theAgreement, which is reference therein for all purposes, necessary and incident hereto; and
WHEREAS, it is the desire of theParties to amend, extend, adopt, ratify and confirm theAgreement, in order to extend the primary term of theAgreement to October 1, 2015.
NOW, THERFORE, in consideration of the mutual covenants in theAgreement, and the sum of $10.00, and other good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, theParties hereby agree to amend, extend, adopt and ratify theAgreementas follows:
Article IX Provision 9.1 “Termination Rights” shall be deleted in its entirety and the following language shall be inserted as Provision 9.1 for all purposes.
9.1.Termination Rights. ThisAgreement may be terminated at any time prior to the Closing:
(a) By mutual written consent ofPurchaser andSeller;
(b) By eitherPurchaser orSeller if (i) the Closing has not occurred by October 1, 2015 or such later date to which the Closing Date has been delayed pursuant to Section 5.4, 5.7 or 5.8 (provided, however, that the right to terminate thisAgreement pursuant to this clause shall not be available to anyParty whose breach of any representation or warranty or failure to perform any covenant or agreement under thisAgreement has been the cause of or resulted in the failure of Closing to occur on or before such date); or (ii) any Governmental Authority shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting Closing;
(c) ByPurchaser if (i) there has been a material breach of the representations and warranties made by Seller in Article III (provided, however, thatPurchaser shall not be entitled to terminate this Agreement pursuant to this clause (i) unlessPurchaser has givenSeller at least fifteen (15) days prior notice of such breach,Seller has failed to cure such breach within the fifteen (15) day period following receipt of such notice, and the condition described in Section 7.2(a), other than the provision thereof relating to the certificate signed by a Responsible Officer ofSeller, would not be satisfied if the Closing were to occur on the day on whichPurchaser givesSeller notice of such termination); or (ii)Seller has failed to comply in any material respect with any of its covenants or agreements contained in thisAgreement and such failure has not been, or cannot be, cured within a reasonable time after notice and demand for cure thereof;
(d) BySeller if (i) there has been a material breach of the representations and warranties made byPurchaser in Article IV (provided, however, thatSeller shall not be entitled to terminate this Agreement pursuant to this clause (i) unlessSeller has givenPurchaser at least fifteen (15) days prior notice of such breach,Purchaser has failed to cure such breach within the fifteen (15) day period following receipt of such notice, and the condition described in Section 7.3(a), other than the provision thereof relating to the certificate signed by a Responsible Officer ofPurchaser, would not be satisfied if the Closing were to occur on the day on whichSeller givesPurchaser notice of such termination); or (ii)Purchaser has failed to comply in any material respect with any of its respective covenants or agreements contained in thisAgreement, and such failure has not been, or cannot be, cured within a reasonable time after notice and a demand for cure thereof;
Except as herein above amended, the terms and provisions of theAgreement and any amendment thereto, shall remain in full force and effect, and theParties hereby ratified, adopt and confirmed the same as if originally incorporated in theAgreement.
This Amendment, Extension and Ratification of Purchase and Sale Agreement may be executed in any number of counterparts, each of which shall be considered an original for all purposes.
This Amendment, Extension and Ratification of the Purchase and Sale Agreement shall extend to and be binding upon the heirs, executors, administrators, successors, and assigns of each of theParties.
IN WITNESS WHEREOF, thisAgreement is executed this _____ day of July, 2015, and made effective as of the 1st day of June 2015.
ASSIGNOR:
Black Gold Kansas Production, LLC
By:
Name:
Title:
ASSIGNEE:
Rangeford Resources, Inc.
By:
Name:
Title: