FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
FIRST
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This
First Amendment to Agreement and Plan of Merger (“First
Amendment”)
is
made as of this 31st
day of
January, 2007, by and among Gasco Energy, Inc. (“Parent”),
a
Nevada corporation, and Brek Energy Corporation (“Company”),
a
Nevada corporation. Capitalized terms used in this First Amendment that are
not
otherwise defined herein shall have the meanings ascribed to them in the Merger
Agreement (as defined below).
RECITALS:
WHEREAS,
Parent, the Company and Gasco Acquisition, Inc., a Nevada corporation and a
wholly owned subsidiary of Parent, have executed that certain Agreement and
Plan
of Merger dated as of September 20, 2006 (the “Merger
Agreement”);
and
WHEREAS,
pursuant to Section 12.10 of the Merger Agreement, the parties hereto desire
to
amend the Merger Agreement.
NOW
THEREFORE, the parties hereto, in consideration of the premises and of the
mutual covenants herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
agree as follows:
1. Section
10.1(e) is hereby amended and restated to read in its entirety as follows:
“(e)
by
Parent or Company, if the Merger has not been consummated on or before May
31,
2007 (the “Optional
Termination Date”);
provided,
however,
that
the right to terminate this Agreement pursuant to this Section
10.1(e)
shall
not be available to any party whose failure or whose Affiliates’ failure to
perform in all material respect any covenant, obligation or agreement hereunder
has been the cause of, or resulted in, the failure of the Merger to occur on
or
before such date;”
2. Except
as
expressly amended by this First Amendment, all of the other terms and provisions
of the Merger Agreement shall continue in full force and effect.
IN
WITNESS WHEREOF, the parties hereto have duly executed this First Amendment
to
be signed by their respective officers hereunto duly authorized, all as of
the
date first written above.
GASCO
ENERGY, INC.
By:/s/
Xxxx X. Xxxxxxxx
Name: Xxxx
X.
Xxxxxxxx
Title:
President
and Chief Executive
BREK
ENERGY CORPORATION
By:/s/
Xxxxxxx X. Xxxxx
Name: Xxxxxxx
X. Xxxxx
|
Title:
|
President,
Chief Executive Officer and Chief Financial
Officer
|
