AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF REORGANIZATION
Exhibit 2.1
AMENDMENT NO. 2 TO
THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF REORGANIZATION (the “Amendment”) is executed as of this August 28, 2015 and effective as of August 17, 2015 (the “Effective Date”) by and among DOME ENERGY, INC., a Texas corporation (the “Company”), DOME ENERGY AB, a Swedish corporation and the sole shareholder of the Company (“DOME AB”), PEDEVCO CORP., a Texas corporation (“PEDEVCO”), and PEDEVCO ACQUISITION SUBSIDIARY, INC., a Texas corporation and wholly-owned subsidiary of PEDEVCO (“Acquisition Subsidiary”). Capitalized terms used below and otherwise not defined herein shall have the meanings given to them in the Reorganization Agreement (as defined below).
W I T N E S S E T H
WHEREAS, on May 21, 2015, the Company, DOME AB, PEDEVCO and Acquisition Subsidiary entered into that certain Agreement and Plan of Reorganization (the “Reorganization Agreement”), which agreement contemplates, among other things, the acquisition by PEDEVCO of substantially all of the assets of Dome AB through an exchange of certain of the shares of PEDEVCO’s common stock for 100% of the outstanding shares of the Company (the “Exchange”);
WHEREAS, pursuant to Amendment No. 1 to the Reorganization Agreement (“Amendment No. 1”), the Parties agreed to extend the date to deliver to each other true, accurate and complete copies of their respective Disclosure Schedules and, in the case of the Company, the Company GAAP Financial Statements to on or prior to August 17, 2015;
WHEREAS, due to unforeseen delays, the Company was unable to deliver the Company GAAP Financial Statements and the Company Disclosure Schedules by August 17, 2015; and
WHEREAS, the Parties desire to further amend the Reorganization Agreement to provide additional time for the Parties to deliver their respective Disclosure Schedules, and in the case of the Company, the Company GAAP Financial Statement.
NOW THEREFORE, in consideration of the premises and the mutual promises and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:
1. Amendment to Section 7.15(a) of the Reorganization Agreement. The reference to “July 15, 2015” as set forth in the first sentence of Section 7.15(a) of the Reorganization Agreement as amended by Amendment No. 1 shall be further amended and restated to read “August 31, 2015.” For the sake of clarity and in an abundance of caution, the definition of “Due Diligence Delivery Deadline” as set forth in Section 7.15(a) of the Reorganization Agreement is amended to read “August 31, 2015” (provided that “Due Diligence Delivery Date” as used in the Reorganization Agreement shall similarly refer to the same extended date).
2. Amendment to Section 7.15(a) of the Reorganization Agreement. The following provision shall be added as new language at the end of Section 7.15(a) of the Reorganization Agreement:
“Notwithstanding the above, PEDEVCO in its sole and absolute discretion, may from time to time, extend the Due Diligence Delivery Deadline, in the event that the Company is using good faith efforts to prepare such Company GAAP Financial Statements, to no later than September 30, 2015, which date or dates, as extended, shall automatically become the Due Diligence Delivery Deadline for the purposes of this Agreement.”
3. Limited Effect. Except as amended hereby, the Reorganization Agreement and Amendment No. 1 shall remain in full force and effect, and the valid and binding obligation of the Parties thereto.
4. Consideration. Each of the Parties agrees and confirms by signing below that they have received valid consideration in connection with this Amendment and the transactions contemplated herein.
5. Effect of Amendment. Upon the effectiveness of this Amendment, each reference in the Reorganization Agreement to “Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to such Reorganization Agreement as modified or amended hereby.
6. Reconfirmation of Reorganization Agreement. The Parties hereby reaffirm all terms and conditions made in the Reorganization Agreement, to the extent the same are not amended hereby.
7. Governing Law. THIS AMENDMENT, AND ANY DISPUTES ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE PARTIES’ RELATIONSHIP TO EACH OTHER, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF TEXAS, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAW THEREOF.
8. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.
9. Delivery by Facsimile or in .pdf Format. This Amendment and any signed agreement or instrument entered into in connection with this Amendment, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine or in .pdf format, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any Party hereto or to any such agreement or instrument, each other Party hereto or thereto shall re-execute original forms thereof and deliver them to all other Parties. No Party hereto or to any such agreement or instrument shall raise the delivery of an agreement or signature by facsimile machine or in .pdf format as a defense to the formation of a contract and each such Party forever waives any such defense.
10. Further Assurances. The Parties agree that, from time to time, each of them will take such other action and to execute, acknowledge and deliver such contracts, deeds, or other documents as may be reasonably requested and necessary or appropriate to carry out the purposes and intent of this Amendment and the transactions contemplated herein.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto, have caused this Amendment to Agreement and Plan of Reorganization to be duly executed and delivered as of the date first written above.
|
“Company”
DOME ENERGY, INC.
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: CEO
“Dome AB”
DOME ENERGY AB
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: CEO
100% Shareholder of the Company
“PEDEVCO”
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Executive Vice President
“Acquisition Subsidiary”
PEDEVCO ACQUISITION SUBSIDIARY, INC.
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Executive Vice President
|
|||
