Exhibit 2.2
AMENDMENT TO STOCK PURCHASE AGREEMENT
This AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”) is dated as of November 17, 2005 by and among Brigham Exploration Company, a Delaware corporation (the “Company”), and the entities listed on Schedule I to this Agreement (each a “Holder” and collectively, the “Holders”).
WHEREAS, the Company and the Holders are parties to that certain Stock Purchase Agreement dated as of November 9, 2005 (the “Agreement”); and
WHEREAS, the terms of the proposed Underwriting Agreement have been revised to reduce the number of shares of Common Stock to be sold by the Company at the Initial Offering Closing to 7,500,000 and to reduce the number of shares of Common Stock subject to the Underwriters’ over-allotment option to 1,125,000; and
WHEREAS, in light of those changes to the terms of the Public Offering, the Company and the Holders desire to amend the Agreement as set forth in this Amendment;
NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements set forth herein, the parties hereto agree as follows:
1. Amendments.
(a) Section 1.2(b) is amended by deleting the second and third sentences thereof.
(b) Section 1.3(b) is amended by changing “1,275,000” to “1,125,000” and by changing “6,000,000” to “5,000,000”.
(c) Section 4.1(f) is amended by changing “8,500,000” to “7,500,000”.
(d) Schedule I to the Agreement is amended by replacing it in its entirety with Schedule I/A to this Amendment.
2. Defined Terms.Capitalized terms used but not defined in this Amendment have the respective meanings ascribed to those terms in the Agreement.
3. No Other Changes.Except as explicitly amended by this Amendment, the terms, conditions, rights and obligations under the Agreement shall remain in full force and effect.
4. Counterparts.This Amendment may be executed by the parties hereto in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement.
