FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

Contract Categories: Business Finance - Purchase Agreements
EX-2.7 8 d406707dex27.htm FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT Fifth Amendment to Purchase and Sale Agreement

Exhibit 2.7

FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

This Fifth Amendment to Purchase and Sale Agreement (this “Fifth Amendment”), is dated as of July 16, 2012, by and between Energy & Exploration Partners, LLC, a Delaware limited liability company (“Seller”), and Halcón Energy Properties, Inc., a Delaware corporation (and f/k/a RWG Energy, Inc.) (“Buyer”). Seller and Buyer are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties.”

RECITALS

WHEREAS, Buyer and Seller entered into that certain Purchase and Sale Agreement (Non-Producing Properties) dated as of March 5, 2012, as amended by First Amendment to Purchase and Sale Agreement dated as of April 19, 2012, Second Amendment to Purchase and Sale Agreement dated as of May 10, 2012, Third Amendment to Purchase and Sale Agreement dated as of May 24, 2012, and Fourth Amendment to Purchase and Sale Agreement dated as of June 21, 2012 (as so amended, the “Purchase Agreement”); and

WHEREAS, Buyer and Seller desire additionally to amend the Purchase Agreement in several respects, as provided herein. Capitalized terms used but not otherwise defined herein shall have the meanings attributed to them in the Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein and in the Purchase Agreement, Buyer and Seller hereby agree as follows:

AGREEMENT AND AMENDMENT

1. Amendments to Section 2 of the Purchase Agreement (Supplemental Properties). Section 2 of the Purchase Agreement is amended in the following respects:

(a) In the first sentence of Section 2(a), the term “Supplemental Acquisition Period” is redefined as the period from and after the Execution Date and continuing until July 31, 2012.

(b) In clause (2) of the first sentence of Section 2(b), the term “Third Interim Closing Date” is redefined as July 31, 2012.

(c) In the second sentence of Section 2(c), the term “Supplemental Closing Date” is redefined as August 30, 2012.

2. References. All references to the Purchase Agreement in any document, instrument, agreement, or writing delivered pursuant to the Purchase Agreement (as amended hereby) shall hereafter be deemed to refer to the Purchase Agreement as amended hereby.

3. Counterparts. This Fifth Amendment may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all of such counterparts shall constitute for all purposes one agreement. Any signature hereto delivered by a Party by facsimile transmission shall be deemed an original signature hereto.


4. Ratification. The Purchase Agreement, as amended hereby, is hereby adopted, ratified, and confirmed by Buyer and Seller.

[signature page follows]

 

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IN WITNESS WHEREOF, the Parties have executed this Fifth Amendment as of the date first written above.

 

SELLER:
Energy & Exploration Partners, LLC

By:

  /s/ Hunt Pettit
  Hunt Pettit
  President
BUYER:
Halcón Energy Properties, Inc.

By:

  /s/ Steve W. Herod
  Steve W. Herod
  President

 

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