Exhibit 2.6
AMENDMENT TO ASSET PURCHASE AGREEMENT
This Amendment
to Asset Purchase Agreement (the “Amendment”) is made
and entered into this 16th day of November, 2007, by and between G
M Oil Properties, Inc., an Oklahoma corporation, located at 111
South Main Street, Eufaula, Oklahoma (the “Seller”),
and Rio Vista Penny LLC, an Oklahoma limited liability company,
located at 2121 Rosecrans Ave, Suite 3355, El Segundo,
California 90245 (the “Buyer”).
RECITALS
A. Buyer
and Seller have executed that certain Asset Purchase Agreement (the
“Agreement”) dated October 25, 2007, by and
between Buyer and Seller, which provides for the sale of certain
assets of Seller to Buyer.
B . The
Agreement provides that Schedules 1.2, 1.3, 4.11, 4.12, 4.17 and
4.19 are attached thereto, but, inadvertently, such Schedules were
not attached.
C. Paragraph 4.23 of the Agreement provides as
follows:
4.23 Capital Structure of MV .
(a) The authorized capital stock of MV consists of 50,000
shares of MV Stock, par value $.001 per share.
(b) There are issued and outstanding 50,000 shares of MV
Stock. No shares of MV Stock are held by MV as treasury
stock.
(c) Approximately 66.66% of the outstanding shares of MV Stock
are owned by Seller. Except as set forth in (b) above there
are outstanding (i) no shares of capital stock or other voting
securities of MV, (ii) no securities of MV or any other Person
convertible into or exchangeable or exercisable for shares of
capital stock or other voting securities of MV, and (iii) no
subscriptions, options, warrants, calls, rights (including
preemptive rights), commitments, understandings or agreements to
which Seller is a party or by which it is bound obligating Seller
or MV to issue, deliver, sell, purchase, redeem or acquire shares
of capital stock or other voting securities of MV (or securities
convertible into or exchangeable or exercisable for shares of
capital stock or other voting securities of MV) or obligating
Seller or MV to grant, extend or enter into any such subscription,
option, warrant, call, right, commitment, understanding or
agreement.
(d) All outstanding shares of MV capital stock are validly
issued, fully paid and nonassessable and not subject to any
preemptive right.
(e) There is no stockholder agreement, voting trust or other
agreement or understanding to which Seller or Shareholder is a
party or by which it is bound relating to the voting or transfer of
any shares of the capital stock of MV.
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D. Paragraph 9.1 of the Agreement provides as
follows:
0.1 Termination . This Agreement may be
terminated in accordance with the following provisions:
(a) by Seller if the conditions set forth in Section 8.1
are not satisfied through no fault of Seller or are waived by
Seller as of the Closing Date;
(b) by Buyer if the conditions set forth in Section 8.2
are not satisfied through no fault of Buyer or are waived by Buyer
as of the Closing Date or if Buyer determines for any reason that
it is unfeasible to proceed with the transactions contemplated by
this Agreement; or
(c) by Seller or Buyer if, through no fault of the other
party, the Closing does not occur on or before one of the dates
specified in Section 10.1.
In the event of the termination of this Agreement pursuant to this
Section 9.1, this Agreement shall become void, without any
liability to any party in respect hereof or of the transactions
contemplated hereby on the part of any party hereto, or any of its
directors, officers, employees, agents, consultants,
representatives, advisers, stockholders or Affiliates, except for
any liability resulting from such party’s breach of this
Agreement and except for the forfeiture of the Deposit(s) as
provided in Section 10.1.
E. Paragraph 11.1(b) of the Agreement provides as
follows:
(b) Buyer Adjustments . The Final Settlement Statement shall
incorporate the following adjustments in favor of Buyer:
(i) All proceeds received by Seller (net of applicable Taxes
and royalties) after the Effective Time which are attributable, in
accordance with GAAP, to production from the Assets during the
period fro
