EX-2.3 4 gst-ex23_6.htm EX-2.3 Execution Version US 4776264 SECOND AMENDMENT OF PURCHASE AND SALE AGREEMENT
Exhibit 2.3
Execution Version
US 4776264
SECOND AMENDMENT OF PURCHASE AND SALE AGREEMENT
This Second Amendment of Purchase and Sale Agreement (the “Amendment”) dated November 18, 2016, is made by and between Gastar Exploration Inc., a Delaware corporation (“Seller”) and Red Bluff Resources Operating, LLC, a Delaware limited liability company (“Buyer”). Buyer and Seller are sometimes referred to herein, collectively, as the “Parties” and, individually, as a “Party.”
WHEREAS, the Parties desire to amend the PSA as provided herein by executing this Amendment.
1. |
“For the avoidance of doubt, $1,400,000 of the unadjusted Purchase Price, which equals the aggregate amount set forth in Exhibit A – Part 2 shall be deemed to be allocated to Assets constituting producing properties, and $69,600,000 of the unadjusted Purchase Price, which equals the sum of the Contingent Payment and the aggregate amount set forth in Exhibit F – Part 1 shall be deemed to be allocated to Assets constituting non-producing properties.”
2. |
Amendment to Section 9.02(a) of the PSA. Section 9.02(a) of the PSA is hereby revised such that reference to “12:00 p.m. (Noon)” is hereby deleted and replaced with “5:00 p.m.” |
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4. |
discussions, whether oral or written, of the Parties pertaining to the subject matter hereof and thereof. No supplement, amendment, alteration, modification, waiver or termination of this Amendment or the PSA shall be binding unless executed in writing by the Parties and specifically referencing this Amendment and the PSA as being supplemented, amended, altered, modified, waived or terminated. |
6. |
Signature Pages Follow
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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.
SELLER
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By: |
GASTAR EXPLORATION INC. |
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By: /s/ Xxxxx X. Xxxxxx |
Name:Xxxxx X. Xxxxxx
Title:Vice President, Land
Signature Page to
Second Amendment of Purchase and Sale Agreement
BUYER
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By: |
RED BLUFF RESOURCES OPERATING, LLC |
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By: /s/ Xxxxx Xxxxxx |
Name:Xxxxx Xxxxxx
Title:Vice President – Land & Business Development
Signature Page to
Second Amendment of Purchase and Sale Agreement