SEVENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT DATED JULY 31, 2007
EXHIBIT
2.7
SEVENTH
AMENDMENT
TO PURCHASE AND SALE AGREEMENT DATED JULY 31, 0000
XXXXXXX
XXXXXXXXX TO PURCHASE
AND
SALE
AGREEMENT
This
SEVENTH AMENDMENT TO PURCHASE AND SALE
AGREEMENT (the “Amendment”) is dated the 31st day of July, 2007, by and between
Galaxy Energy Corporation (“Galaxy”), Dolphin Energy Corporation (hereinafter
jointly referred to as “Seller” or “Party”) and PetroHunter Operating Company
(“Buyer” or “Party”) and PetroHunter Energy Corporation. Buyer,
Seller and PetroHunter Energy Corporation may be referred to herein collectively
as “Parties”.
In
connection with
PetroHunter Energy Corporation’s efforts to obtain financing, the Parties agree
to amend the Purchase and Sale Agreement between the Parties dated December
29,
2006, as previously amended by the First, Second, Third, Fourth, Fifth and
Sixth
Amendments to the Purchase and Sale Agreement dated February 6, 2007, February
28, 2007, March 30, 2007, April 30, 2007, May 31, 2007, and June 30, 2007,
respectively, and including all such amendments herein, (the “Purchase and Sale
Agreement”) as follows. Defined terms used in the Purchase and Sale
Agreement are incorporated herein by reference.
1. The
first sentence of Section 2.7 of the Purchase and Sale Agreement, as amended,
shall be deleted in its entirety, and replaced with the following: “The Closing
shall take place on a mutually agreeable date on or before August 31, 2007
(with
the actual date of Closing being the “Closing Date”).”
2. The
fifth sentence of Section 2.3 of the Purchase and Sale Agreement, as amended,
shall be deleted in its entirety, and replaced with the following sentence:
“Any
Party may terminate this Agreement, effective upon written notice to the other
Parties, in the event the Closing has not occurred by August 31,
2007.”
Except
as set forth
in this Amendment, all terms and conditions of the Purchase and Sale Agreement,
are to remain in full force and effect.
THIS
SEVENTH AMENDMENT TO PURCHASE AND SALE
AGREEMENT is executed by each Party to be effective as of the date first
captioned above.
DOLPHIN ENERGY CORPORATION | PETROHUNTER OPERATING COMPANY | |||
By:
/s/
Xxxxxxx X. Xxxxxxxxxx
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By:
/s/
Xxxxx X. Xxxxx
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Xxxxxxx X. Xxxxxxxxxx, Secretary
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Xxxxx X. Xxxxx, Vice President and
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|||
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General Counsel
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GALAXY ENERGY CORPORATION | PETROHUNTER ENERGY CORPORATION | |||
By:
/s/ Xxxxxxxxxxx X. Xxxxxxxx
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By:
/s/
Xxxxx X. Xxxxx
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Xxxxxxxxxxx
X. Xxxxxxxx
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Xxxxx X. Xxxxx, Vice President and
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Senior
Vice
President and
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General Counsel
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Chief Financial Officer |