Exhibit 2.1
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This Second Amendment to Agreement and Plan of Merger ("Second
Amendment") is made as of this 29th day of May, 2007, by and among Gasco Energy,
Inc. ("Parent"), a Nevada corporation, and Brek Energy Corporation ("Company"),
a Nevada corporation. Capitalized terms used in this Second 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, as amended by that
certain First Amendment to Agreement and Plan of Merger dated January 31, 2007
(collectively, 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 October 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 Second Amendment, all of the
other terms and provisions of the Merger Agreement shall continue in full force
and effect.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Second Amendment to be signed by their respective officers hereunto duly
authorized, all as of the date first written above.
GASCO ENERGY, INC.
By: /s/ X. Xxxx Xxxxx
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Name: X. Xxxx Grant
Title: Executive Vice President and Chief
Financial Officer
BREK ENERGY CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: President, Chief Executive Officer
and Chief Financial Officer
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