AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT

Exhibit 2.11

 

AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT

This Amendment to Membership Interest Purchase and Sale Agreement (the “Amendment”) is made and entered into this 16th day of November, 2007, by and among Rio Vista GO LLC, an Oklahoma limited liability company or its assigns (“Buyer”) and Rio Vista Energy Partners L.P., a Delaware limited partnership (“Rio Vista”), and Outback Production, Inc., a Nevada corporation (“Seller”) and GO, LLC, an Oklahoma limited liability company (the “Company”), and Gary Moores and Bill Wood (individually, a “Shareholder” and collective, the “Shareholders”).

RECITALS

A. Buyer, Rio Vista, Seller, Company and Shareholders have executed that certain Stock Purchase Agreement (the “Agreement”) dated effective October 1, 2007, by and among Buyer, Rio Vista, Seller, Company and Shareholders, which provides for the sale of the Membership Interests in the Company from Seller to Buyer.

B. The Agreement was inadvertently titled a “Stock Purchase Agreement,” when in fact the Agreement is a Membership Interest Purchase and Sale Agreement. Additionally, (i) the Agreement inadvertently refers to the Company as a corporation, when in fact it is a limited liability company; (ii) the Agreement inadvertently refers to the managers of the Company as directors; (iii) the Agreement inadvertently refers to the members of the Company as shareholders; and (iv) the Agreement inadvertently refers to the membership interests of the Company as shares.

C. The Agreement provides that Schedules 2.1, 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 2.10, 2.11, 2.12, 2.14, 2.15, 2.16, 2.17, 2.18, 2.20, 2.21, 2.22, 2.23, 2.24, 2.25, 2.26, 2.27, 3.1, and7.6 are attached thereto, but, inadvertently, such Schedules were not attached.

D. Paragraph 1.1.1 of the Agreement provides as follows:

1.1.1 Subject to Section 1.1.2, at Closing, Buyer will pay Seller $3,000,000 in cash or other immediately available funds and will deliver to Seller ninety-one thousand nine hundred nine-six (91,996) common units of Rio Vista (the “Purchase Price Units”).

E. Paragraph 7.3 of the Agreement provides as follows:

7.3 During the pre-Closing period, upon the inquiry of the Buyer, the Company and Seller shall promptly notify the Buyer of:

F. Paragraph 10.4.1(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 Shareholders (net of applicable Taxes and royalties) after the Effective Time which are attributable, in accordance with GAAP, to production from the Oil and Gas Assets during the period from and after the Effective Time; and

(ii) All capital costs, expenses, and any Taxes attributable to the Oil and Gas Assets for periods from and after the Effective Date until Closing.

G. Paragraph 11.6 of the Agreement provides as follows:

11.6 Buyer’s Agreement to Indemnify . Buyer and Company shall, on the date of Closing, agree, following the Closing, to indemnify and hold Seller and Shareholders, and their respective successors and permitted assigns harmless from and against any and all claims, obligations, actions, liabilities, damages, costs or expenses, (a) resulting from any breach of any representation, warranty, covenant or agreement of Buyer contained in this Agreement, (b) resulting from any breach of any representation, warranty, covenant or agreement of the Company contained in this Agreement following the Closing, or (c) except as otherwise provided herein, relating to the conduct of the Company’s business after the Closing or to the Membership Interests or the Oil and Gas Assets arising after the Closing, or (d) resulting from any claim, action or demand made by any third party relating to Buyers acquisition of Seller’s membership units in the Company, whether or not it arises out of or relates to this Agreement. Notwithstanding any provision in this Agreement or its attachments to the contrary, Buyer agrees that subsequent to Closing the Company shall continue to indemnify Seller and Shareholders to the full extent any such indemnification was provided to any of them under Company’s Bylaws and/or Articles of Incorporation in effect as of the date of this Agreement as previously furnished to Buyer.

H. Paragraph 12.1 of the Agreement provides as follows:

12.1 Knowledge Respecting Buyer . Seller represents and acknowledges that (a) it is a sophisticated investor with knowledge and experience in business and financial matters, knows, or has had the opportunity to acquire, all information concerning the business, affairs, financial condition and prospects of Buyer which it deems relevant to make a fully informed decision regarding the consummation of the transactions contemplated hereby and is able to bear the economic risk and lack of liquidity inherent in holding the Purchase Price Units and (b) it has accessed copies of all Forms 10-K, 10-Q and 8-K, and all proxy statements, filed by Buyer and available at www.sec.gov . Without limiting the foregoing, Seller understands and acknowledges that neither Buyer nor anyone acting on its behalf has made any representations or warranties other than those contained herein respecting Buyer or the future conduct of Buyer’s business or of Company’s business, and Seller has not relied upon any representations or warranties other than those contained herein in the belief that they were made on behalf of Buyer.

I. Paragraphs 12.2 and 12.2.1 of the Agreement provide as follows:

12.2 Status of Units to be Issued . Seller agrees, acknowledges and confirms that he or she has been advised and understands as follows:

12.2.1 Seller is acquiring the Purchase Price Units to be issued to it for its own account and without a view to any distribution or resale thereof, other than a distribution or resale which, in the opinion of counsel for Seller (which opinion shall be satisfactory in form and substance to Rio Vista), may be made without violating the registration provisions of the Securities Act of 1933, as amended (the “ Securities Act ”) or any applicable state securities or “blue sky” laws. Seller acknowledges the Purchase Price Units are “restricted securities” within the meaning of Rule 144 under the Securities Act and have not been registered under the Securities Act or any state securities laws and thereafter must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available.

J. Paragraph 12.2.4 of the Agreement provides as follows:

12.2.4 Rio Vista and its transfer agent may refuse to effect a transfer of any of the Purchase Price Units by the Seller or any of their successors, personal representatives or assigns otherwise than as contemplated hereby in this Agreement.

K. Paragraph 12.4 of the Agreement provides as follows:

12.4 Cooperation by Seller . The Seller will cooperate with Rio Vista as reasonably requested by Rio Vista in connection with the preparation and filing of any Registration Statement. Each of the Seller will furnish to Rio Vista such information regarding itself, the common units held by it, and the intended method of disposition of such common units as shall be reasonably required to cause the effectiveness of the Registration Statement and will execute and deliver such documents in connection with the Registration Statement as Rio Vista may reasonably request. Each of the Seller will, upon receipt of notice from Rio Vista of any event requiring suspension of the use of the prospectus included as part of the Registration Statement, immediately discontinue disposition of common units pursuant to the Registration Statement until Seller’s receipt of the copies of the supplemented or amended prospectus or receipt of notice that no supplement or amendment is required. Each of the Seller covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act of 1933 as applicable to it or comply with the provisions of an exemption from such prospectus delivery requirements in connection with sales of common units pursuant to the Registration Statement.

L. Paragraph 12.5 of the Agreement provides as follows:

12.5 Value of Purchase Price Units; Alternate Payment . On the date the Registration Statement is declared effective by the SEC (the “ Registration Date ”), if the closing price of Rio Vista’s common units as reported by the NASDAQ Stock Market (the “ Registration Date Price ”) is less than eighty percent (80%) of such price as so reported on the Closing Date (the “ Closing Date Price ”), Seller shall have the option for a period of thirty (30) days to rescind the transactions contemplated by this Agreement unless Buyer agrees to deliver to the Seller either (i) additional common units of Rio Vista

(the “ Additional Units ”) in such number as necessary so that the total value of the Purchase Price Units and the Additional