|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/11/23 White River Energy Corp. 10-Q 6/30/23 92:8.1M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 1.06M
5: EX-10.10 Material Contract HTML 84K
6: EX-10.11 Material Contract HTML 162K
7: EX-10.12 Material Contract HTML 123K
8: EX-10.13 Material Contract HTML 35K
2: EX-10.7 Material Contract HTML 33K
3: EX-10.8 Material Contract HTML 276K
4: EX-10.9 Material Contract HTML 153K
9: EX-31.1 Certification -- §302 - SOA'02 HTML 27K
10: EX-31.2 Certification -- §302 - SOA'02 HTML 27K
11: EX-32.1 Certification -- §906 - SOA'02 HTML 27K
17: R1 Cover HTML 72K
18: R2 Condensed Consolidated Balance Sheets HTML 186K
19: R3 Condensed Consolidated Balance Sheets HTML 51K
(Parenthetical)
20: R4 Condensed Consolidated Statements of Operations HTML 145K
(Unaudited)
21: R5 Condensed Consolidated Statements of Operations HTML 27K
(Unaudited) (Parenthetical)
22: R6 Condensed Consolidated Statement of Changes in HTML 67K
Stockholders' Equity (Deficit) (Unaudited)
23: R7 Condensed Consolidated Statements of Cash Flows HTML 130K
(Unaudited)
24: R8 Description of Business, Basis of Presentation and HTML 119K
Summary of Significant Accounting Policies
25: R9 Merger HTML 53K
26: R10 Property and Equipment HTML 35K
27: R11 Oil and Gas Properties HTML 41K
28: R12 Asset Retirement Obligations HTML 36K
29: R13 Long-Term Debt HTML 65K
30: R14 Senior Secured Convertible Promissory Note HTML 55K
31: R15 Derivative Liabilities HTML 51K
32: R16 Stockholders? Equity (Deficit) HTML 119K
33: R17 Leases HTML 51K
34: R18 Related Party Transactions HTML 46K
35: R19 Fair Value Measurements HTML 38K
36: R20 Commitments HTML 80K
37: R21 Concentrations HTML 32K
38: R22 Discontinued Operations HTML 33K
39: R23 Subsequent Events HTML 35K
40: R24 Description of Business, Basis of Presentation and HTML 168K
Summary of Significant Accounting Policies
(Policies)
41: R25 Merger (Tables) HTML 38K
42: R26 Property and Equipment (Tables) HTML 33K
43: R27 Oil and Gas Properties (Tables) HTML 36K
44: R28 Asset Retirement Obligations (Tables) HTML 32K
45: R29 Long-Term Debt (Tables) HTML 65K
46: R30 Derivative Liabilities (Tables) HTML 51K
47: R31 Stockholders? Equity (Deficit) (Tables) HTML 77K
48: R32 Leases (Tables) HTML 50K
49: R33 Fair Value Measurements (Tables) HTML 33K
50: R34 Discontinued Operations (Tables) HTML 33K
51: R35 Description of Business, Basis of Presentation and HTML 120K
Summary of Significant Accounting Policies
(Details Narrative)
52: R36 Schedule of Purchase Price Allocation (Details) HTML 33K
53: R37 Schedule of Business Acquisition (Details) HTML 30K
54: R38 Merger (Details Narrative) HTML 50K
55: R39 Schedule of Property and Equipment (Details) HTML 38K
56: R40 Schedule of Property and Equipment (Details) HTML 32K
(Parenthetical)
57: R41 Property and Equipment (Details Narrative) HTML 25K
58: R42 Schedule of Oil and Gas Activities (Details) HTML 28K
59: R43 Summary of Unevaluated Wells in Progross (Details) HTML 30K
60: R44 Oil and Gas Properties (Details Narrative) HTML 38K
61: R45 Schedule of Asset Retirement Obligations (Details) HTML 36K
62: R46 Asset Retirement Obligations (Details Narrative) HTML 25K
63: R47 Schedule of Long-Term Debt (Details) HTML 71K
64: R48 Schedule of Long-Term Debt (Details) HTML 69K
(Parenthetical)
65: R49 Schedule of Maturities (Details) HTML 44K
66: R50 Long-Term Debt (Details Narrative) HTML 25K
67: R51 Senior Secured Convertible Promissory Note HTML 131K
(Details Narrative)
68: R52 Schedule of Fair Value of Each Warrants (Details) HTML 51K
69: R53 Schedule of Remaining Derivative Liabilities HTML 31K
(Details)
70: R54 Schedule of Activity Related to the Derivative HTML 30K
Liabilities (Details)
71: R55 Derivative Liabilities (Details Narrative) HTML 28K
72: R56 Schedule of Restricted Stock Units (Details) HTML 59K
73: R57 Schedule of Stock Option Activity (Details) HTML 74K
74: R58 Schedule of Warrants Activity (Details) HTML 57K
75: R59 Stockholders? Equity (Deficit) (Details Narrative) HTML 159K
76: R60 Schedule of Maturity of Operating Lease Liability HTML 33K
(Details)
77: R61 Schedule of Maturity of Finance Lease Liability HTML 40K
(Details)
78: R62 Schedule of Amortization of Right of Use Asset HTML 31K
(Details)
79: R63 Schedule of Total Lease Cost (Details) HTML 32K
80: R64 Leases (Details Narrative) HTML 40K
81: R65 Related Party Transactions (Details Narrative) HTML 77K
82: R66 Schedule of Fair Value Estimates (Details) HTML 34K
83: R67 Commitments (Details Narrative) HTML 140K
84: R68 Concentrations (Details Narrative) HTML 36K
85: R69 Schedule of Discontinued Operations (Details) HTML 32K
86: R70 Discontinued Operations (Details Narrative) HTML 29K
87: R71 Subsequent Events (Details Narrative) HTML 59K
90: XML IDEA XML File -- Filing Summary XML 157K
88: XML XBRL Instance -- form10-q_htm XML 1.46M
89: EXCEL IDEA Workbook of Financial Report Info XLSX 182K
13: EX-101.CAL XBRL Calculations -- wtrv-20230630_cal XML 220K
14: EX-101.DEF XBRL Definitions -- wtrv-20230630_def XML 722K
15: EX-101.LAB XBRL Labels -- wtrv-20230630_lab XML 1.33M
16: EX-101.PRE XBRL Presentations -- wtrv-20230630_pre XML 1.02M
12: EX-101.SCH XBRL Schema -- wtrv-20230630 XSD 193K
91: JSON XBRL Instance as JSON Data -- MetaLinks 523± 761K
92: ZIP XBRL Zipped Folder -- 0001493152-23-027818-xbrl Zip 463K
Exhibit 10.13
Amendment to MEMBERSHIP INTEREST PURCHASE AGREEMENT
This amendment to MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Amendment”), dated as of August 10, 2023 (the “Effective Date”), is entered into by and between White River Holdings Corp (the “Company”), and Commenda, Inc. (“Commenda”). The Company and Commenda are sometimes referred to individually as a “Party” and collectively as the “Parties.”
WHEREAS, the Company and Commenda entered into a Membership Interest Purchase Agreement effective as of July 23, 2023, as amended hereby (the “Agreement”); and
WHEREAS, as of the Effective Date, the Parties desire to amend the Agreement pursuant to the terms set forth in this Amendment; and
WHEREAS, pursuant to Section 13.5 of the Agreement, any amendment to the Agreement must be made in writing executed by all the Parties or it will have no binding effect.
NOW, THEREFORE, in consideration of the recitals, the mutual covenants and agreements herein contained and for other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, the undersigned hereby adopt this Amendment to the Agreement and hereby agree as follows:
1. Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Agreement.
2. Amendment to Deposit. By executing this Amendment, Section 1 of the Agreement is hereby amended by deleting the second sentence in its entirety and replacing it with the following sentence: “The Parties agree and acknowledge that Purchaser has paid the Seller a non-refundable deposit of $40,000 (the “Deposit”), which will be credited against the Purchase Price at the Closing.”
3. Amendment to Certain Expenses. By executing this Amendment, Section 2.1 of the Agreement is hereby amended by:
(a) Deleting subsection (iii) and replacing it with the following: “(iii) documents evidencing pre-paid operating expenses incurred since the Effective Date, including annual audit expenses for the year ended December 31, 2023, regulatory fees, etc., with such expenses in addition to the Transaction Expenses not to exceed $60,000 (“Prepaid Expenses”),”
(b) Deleting subsection (v) and replacing it with the following: “(v) documents evidencing the reasonable expenses incurred by Sellers in connection with the documentation and closing of Transaction, with such expenses in addition to the Prepaid Expenses not to exceed $60,000 (“Transaction Expenses”).”
| 1 |
4. Adding a new Section 2.4 which shall read as follows “Purchaser shall pay the reasonable monthly operating expenses not otherwise covered by the Agreement which sums shall be paid monthly within three business days after Seller provides an itemization of such expenses.”
5. Amendment to certain Closing deliverables. By executing this Amendment, Section 2.2 of the Agreement is hereby deleted in its entirety and replaced with the following:
(a) Purchaser will deliver to Seller payment of (i) the Remaining Purchase Price, which amount shall include the verified Cash Reserves, (ii) the agreed upon Prepaid Expenses, and (iii) the agreed upon Transaction Expenses; provided that beginning on the date of this Amendment and for every month thereafter through the Closing, Purchaser agrees to pay any Prepaid Expenses and any Transaction Expenses on a monthly basis, within three business days after Seller provides an itemization of such expenses and thus, the Prepaid Expenses and Transaction Expenses paid by Purchaser at Closing shall be any unpaid monthly amount of Prepaid Expenses and Transaction Expenses to the extent the total Prepaid Expenses and Transaction Expenses paid by Purchaser prior to Closing do not collectively exceed $60,000. All payments by Purchaser shall be by wire transfer pursuant to instructions provided by Seller to Purchaser.
6. Amendment to Termination Date. By executing this Amendment, Section 13.8 of the Agreement is hereby deleted in its entirety and replaced with the following:
7. Termination. This Agreement shall terminate at 5:00 p.m., Eastern Time, on October 31, 2023 (the “Termination Date”); provided however, that if the Closing has not occurred by the Termination Date, then the Termination Date shall be automatically extended to 5:00 p.m., Eastern Time, on December 31, 2023, provided that Purchaser has not failed to fulfill any obligation under this Agreement and Purchaser pays to Seller a fee of $20,000 on or before November 1, 2023.
8. Conflict or Inconsistency. In the event of any conflict or inconsistency between the terms and provisions of this Amendment and the terms and provisions of the Agreement or any amendment, addendum, contract, instrument or other agreement between the Company, its board of directors and its shareholders in connection with the Agreement, the terms and provisions of this Amendment shall control.
| 2 |
9. Miscellaneous.
(a) Except as expressly provided in this Amendment, all of the terms and provisions of the Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the Parties. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Agreement or as a waiver of or consent to any further or future action on the part of either Party that would require the waiver or consent of the other Party. On and after the Effective Date, each reference in the Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein,” or words of like import will mean and be a reference to the Agreement as amended by this Amendment.
(b) This Amendment and all related documents are governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware.
(c) This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. Any signature on this Amendment delivered by facsimile, email or other means of electronic transmission will be deemed to be the delivery of an original signature.
(d) This Amendment shall inure to the benefit of and be binding upon each of the Parties and each of their respective successors and assigns, subject to any applicable restrictions.
(e) This Amendment constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
[Signature page follows.]
| 3 |
IN WITNESS WHEREOF, the Parties hereto have set their hand and seals to this Amendment on the Effective Date.
| COMPANY: | ||
| WHITE RIVER HOLDINGS CORP | ||
| By: | /s/ Jay Puchir | |
| Name: | Jay Puchir | |
| Title: | Chief Executive Officer | |
| COMMENDA: | ||
| COMMENDA, INC. | ||
| By: | /s/ Timothy J. Sheehan | |
| Name: | Timothy J. Sheehan | |
| Title: | President | |
Signature Page to Amendment to Membership Interest Purchase Agreement
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/23 | None on these Dates | |||
| 11/1/23 | ||||
| 10/31/23 | ||||
| Filed on: | 8/11/23 | |||
| 8/10/23 | ||||
| 7/23/23 | ||||
| For Period end: | 6/30/23 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/08/23 White River Energy Corp. 10-Q 9/30/23 87:7.8M M2 Compliance LLC/FA 9/27/23 White River Energy Corp. S-1/A 2:225K M2 Compliance LLC/FA 9/19/23 White River Energy Corp. S-1/A 102:15M M2 Compliance LLC/FA 9/07/23 White River Energy Corp. S-1/A 9/06/23 101:15M M2 Compliance LLC/FA 8/23/23 White River Energy Corp. S-1/A 8/22/23 107:16M M2 Compliance LLC/FA 8/14/23 White River Energy Corp. 10-Q/A 6/30/23 85:7.1M M2 Compliance LLC/FA |