AMENDMENT NO. 1 TO INVESTOR REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO.1 (the "Amendment") is made and entered into effective
as of March 15, 2006, to that certain Investor Registration Rights Agreement
(the "Agreement") dated February 1, 2006 by and among GULF COAST OIL & GAS,
INC., a Nevada corporation (the "Company"), ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ESQ. (the "Escrow
Agent") and CORNELL CAPITAL PARTNERS, LP, CERTAIN WEALTH, LTD., and TAIB BANK,
B.S.C. (C) (collectively, the "Investors").
Recitals:
WHEREAS, on or about February 1, 2006, the Company and the Investors
entered into a series of financing agreements (the "Transaction Documents"),
including, without limitation the Securities Purchase Agreement, the convertible
debentures issued thereto, and the Agreement (as defined herein), pursuant to
which, among other things, the Investors agreed to advance the Company the
aggregate of Two Million Dollars ($2,000,000) of secured convertible debentures;
WHEREAS, the parties hereto desire to amend the Agreement to extend
certain deadlines contained therein; and
WHEREAS, all terms in the Agreement, except as modified herein, and the
terms contained in the Transaction Documents, shall remain in full force and
effect.
NOW, THEREFORE, in consideration of the premises and the mutual promises,
conditions and covenants contained herein and other good and valuable
consideration, receipt of which is hereby acknowledged, the parties hereto agree
as follows:
1. The foregoing recitals are hereby incorporated herein by reference
and acknowledged as true and correct by the parties hereto.
2. Sections 2(a) and (b) of the Agreement are hereby amended and
restated in their entirety to read as follows:
"(a) Subject to the terms and conditions of this Agreement,
the Company shall prepare and file, no later than March 31, 2006
(the "Scheduled Filing Deadline"), with the SEC a registration
statement on Form S-1 or SB-2 (or, if the Company is then eligible,
on Form S-3) under the Securities Act (the "Initial Registration
Statement") for the resale by the Investors of the Registrable
Securities, which includes at least 514,403,329 shares of Common
Stock to be issued upon conversion of the Convertible Debentures and
30,000,000 shares of Common Stock to be issued upon exercise of the
Warrants of even date herewith. The Company shall cause the
Registration Statement to remain effective until the earlier of (i)
all of the Registrable Securities have been sold or (ii) the date
the Registrable Securities become eligible for sale without
restriction under Section 144 (k) promulgated under the Securities
Act of 1933, as amended. Prior to the filing of the Registration
Statement with the SEC, the Company shall furnish a copy of the
Initial Registration Statement to the Investors for their review and
comment. The Investors shall furnish comments on the Initial
Registration Statement to the Company within twenty-four (24) hours
of the receipt thereof from the Company."
"(b) Effectiveness of the Initial Registration Statement. The
Company shall use its best efforts (i) to have the Initial
Registration Statement declared effective by the SEC no later than
June 2, 2006 (the "Scheduled Effective Deadline") and (ii) to insure
that the Initial Registration Statement and any subsequent
Registration Statement remains in effect until all of the
Registrable Securities have been sold, subject to the terms and
conditions of this Agreement. It shall be an event of default
hereunder if the Initial Registration Statement is not filed by the
Scheduled Filing Deadline or declared effective by the SEC by the
Scheduled Effective Deadline."
3. Notwithstanding anything to the contrary herein or in the
Transaction Documents, in the event the Company fails to file the
Registration Statement by the Scheduled Filing Deadline (as defined
herein), the Company shall pay to Investors one (1) month of
liquidated damages in accordance with the calculation set forth in
Section 2 (c) of the Agreement, in addition to any remedies
contained in the Transaction Documents.
[SIGNATURE PAGES TO IMMEDIATELY FOLLOW]
IN WITNESS WHEREOF, the parties have signed and delivered this Amendment
Agreement on the date first set forth above.
GULF COAST OIL & GAS, INC. CORNELL CAPITAL PARTNERS, LP
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: Yorkville Advisors, LLC
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Its: General Partner
Title: President & CEO
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Portfolio Manager
CERTAIN WEALTH, LTD.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
TAIB BANK, B.S.C. (C)
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇