AMENDMENT TO PURCHASE AGREEMENT
EXHIBIT
10.2
AMENDMENT
TO PURCHASE AGREEMENT
This
Amendment to Purchase Agreement (this
“Amendment”) is made and entered into July 31, 2006, by and between Xxxxxx X.
Xxxxxx and Xxxxxx X. Xxxx (hereinafter collectively referred to as “Sellers”),
whose address is c/o Xxxxxx X. Xxxxxx, 0000 X. Xxxxxxxx Xxxxxx, Xxxxx 0000,
Xxxxxxx Xxxxx, XX 00000 and True North Energy Corp. (hereinafter called
“Buyer”), whose address is 0000 Xxxxx Xxxxxx, 00xx
Xxxxx,
Xxxxxxx, XX 00000. Capitalized terms used and not otherwise defined herein
shall
have the meanings assigned to such terms in the Purchase Agreement
WITNESSETH:
WHEREAS,
the
parties hereto are parties to that certain Purchase Agreement dated as of May
9,
2006 (the “Purchase Agreement”) and desire to amend certain terms thereof as
provided for herein.
NOW,
THEREFORE,
in
consideration of these premises, the mutual agreements and covenants hereinafter
set forth, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree
as:
1. Article
3 of the Purchase Agreement is hereby amended to read in its entirety as
follows:
“3.
Due
Diligence:
On or
before five (5) days following the full execution of this Agreement by Sellers,
but not later than May 16, 2006 (the "Notice
Date"),
Buyer
shall have performed all due diligence work in a form and manner reasonably
acceptable to Buyer pertaining to the Leases. Buyer agrees that the non-issuance
of the Un-Issued Leases shall not be considered a title defect for purposes
of
this provision. If such due diligence work or any other information or data
shall reflect the existence of encumbrances, encroachments, defects in or
objections to title which Buyer does not waive (all of which are herein called
"Title
Defects"),
written notice of the title defects shall be given to Sellers on or before
the
Notice Date. If Title Defects shall be so specified, Sellers shall have the
optional right, but not the obligation, to advise Buyer in writing on or before
five (5) days following the Notice Date, as to which of the Title Defects,
if
any, that Sellers are willing to use reasonable efforts to cure (the
"Approved
Title Defects").
Buyer
shall then have the optional right to either (i) terminate this Agreement
without further liability of either party to the other by providing written
notice to Sellers to that effect on or before the Notice Date, or (ii) elect
to
close this transaction based upon Sellers’ reasonable efforts to cure the
Approved Title Defects, or (iii) extend the Closing upon the mutual agreement
of
Sellers and Buyer which in no event shall be beyond December 31, 2006. Failure
of Buyer to timely notify Sellers with regard to terminating this Agreement
as
provided in this paragraph shall be deemed an election of option (ii)
above.”
2. Article
8
of the Purchase Agreement is hereby amended to read in its entirety as
follows:
“8.
Closing:
Unless
extended pursuant to the terms of this Agreement, the closing of this
transaction (the “Closing”)
shall
be held within three (3) business days after receipt by Sellers of the Award
Notice with respect to the Leases from the Alaska Department of Natural
Resources. Notwithstanding the foregoing or any other provision herein, if
this
Agreement is not fully executed by all signatory parties hereto and if Closing
does not occur by the close of business on or before December 31, 2006,
Anchorage, Alaska time, this Agreement shall be null and void and the Buyer
and
Sellers shall have no further rights or obligations hereunder.”
3. Article
9
of the Purchase Agreement is hereby amended to read in its entirety as
follows:
“9.
Deposit
of Purchase Price.
Within
seven (7) days from the execution of this Agreement by all parties, the Buyer
shall deliver the Purchase Price and an additional $10,240.00 (being an
aggregate amount of $286,720.00) by wire transfer in immediately available
funds
to an escrow account established by the accounting firm of Xxxx, Xxxxxxxx &
X’Xxxxxxx (the “Escrow
Agent”)
exclusively for this transaction. If the foregoing amount is not received by
the
Escrow Agent within the seven (7) day period, this Agreement shall be null
and
void and the Buyer and Sellers shall have no further rights or obligations
hereunder. The wire transfer instructions are as follows:
Citywide
Bank
ABA
# 107
001 070
For
credit to Xxxx Xxxxxxxx & X’Xxxxxxx, P.C.
Account
#
211 008 790
The
foregoing funds shall not be disbursed by the Escrow Agent until Closing and
then only in accordance with the provisions set forth in Section 11 below.
However, if the Closing does not occur on or before December 31, 2006, the
Escrow Agent shall release and return all monies held in the escrow account
to
the Buyer.”
4. This
Amendment may be executed by facsimile and in counterparts, each of which shall
constitute an original and together shall constitute one and the same
document.
5. Except
as
expressly amended hereby, all provisions of the Purchase Agreement shall remain
in full force and effect.
IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment
as of the date first written above.
| SELLERS | ||
| |
|
|
| /s/ Xxxxxx X. Xxxxxx | ||
|
XXXXXX
X. XXXXXX
|
||
| /s/ Xxxxxx X. Xxxx | ||
|
XXXXXX X. XXXX |
||
| BUYER | ||
| TRUE NORTH ENERGY CORP. | ||
| |
|
|
| By: | /s/ Massimiliano Pozzoni | |
|
Massimiliano Pozzoni, Secretary |
||
ESCROW
AGENT AGREES TO THE
TERMS
SET
FORTH IN SECTION 3
OF
THE
FOREGOING AGREEMENT:
XXXX
XXXXXXXX & X’XXXXXXX
By
/s/
Xxxxxxx Xxxx
