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Amendment Number Two To Engagement Letter

Engagement Agreement

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 This Engagement Agreement involves

CANO PETROLEUM, INC | Blackhill Partners LLC

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Title: AMENDMENT NUMBER TWO TO ENGAGEMENT LETTER
Governing Law: Texas     Date: 3/12/2012
Industry: Oil and Gas Operations     Sector: Energy

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EXHIBIT 10.2

 

AMENDMENT NUMBER TWO TO

ENGAGEMENT LETTER

 

THIS AMENDMENT NUMBER TWO TO ENGAGEMENT LETTER (this “ Amendment ”) is made and entered into as of March 6, 2012 by and between Cano Petroleum, Inc., a Delaware corporation (the “ Company ”), and Blackhill Partners LLC (“ Blackhill ”).  The Company and Blackhill are referred to in this Amendment as the “ Parties .”

 

RECITALS

 

A.             The Parties previously entered into that certain Engagement Letter dated February 10, 2011 between the Company and Blackhill, as amended by Amendment Number One dated February 8, 2012 (the “ Original Agreement ”).

 

B.             The Parties desire to modify the Original Agreement to provide for a cash bonus payment, as provided in this Amendment.

 

AGREEMENT

 

NOW, THEREFORE, for and in consideration of the foregoing premises and the provisions hereof and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

1.              Retainer .

 

(a)            Paragraph 2(i.) of the Original Agreement is amended and restated in its entirety as follows:

 

(i.)            A retainer in the amount of $45,000 (the “Retainer”), which has been delivered to Blackhill prior to the execution of this Agreement.  The parties acknowledge and agree that the Retainer will be used to cover out-of-pocket expenses of Blackhill and will be applied to the final invoice of Blackhill and any other invoices of Blackhill that shall remain unpaid at the conclusion of the engagement hereunder. Any unused portion of the Retainer shall be refunded upon the completion of the engagement hereunder.

 

(b)            Paragraph 2(iv.) of the Original Agreement is amended and restated in its entirety as follows:

 

(iv.)          For each month of the engagement hereunder, Blackhill shall provide to Cano a monthly invoice that shall incl


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