Exhibit 99(b)
SUBSCRIPTION AGREEMENT
----------------------
February 28, 2005
GulfWest Oil & Gas Company
c/o GulfWest Energy Inc.
000 X. Xxx Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx
Attn:
On the date first written above, the undersigned shall purchase from
GulfWest Oil & Gas Company (the "Company"), and the Company shall issue, sell
and deliver to the undersigned, 2,000 validly issued, fully paid and
non-assessable shares of the Company's Series A Preferred Stock, $.01 par value
per share (the "Series A Preferred Stock"), for an aggregate purchase price of
$1,500,000 (the "Purchase Price"). In connection with such purchase, the
undersigned agrees to sign a consent amending the Statement of Resolution for
the Series A Preferred Stock as contemplated by the Subscription Agreement
between the undersigned and GulfWest Energy Inc. (the "Subscription Agreement").
The transactions contemplated hereby shall be deemed to have occurred
immediately prior to the closing of the transactions contemplated by the
Subscription Agreement.
On the date first written above, the Company shall issue and deliver to the
undersigned a stock certificate or certificates in definitive form, registered
in the name of the undersigned, representing 2,000 shares of Series A Preferred
Stock. As payment in full for the Series A Preferred Stock being purchased by it
hereunder, and against delivery of the stock certificate or certificates for
such shares of Series A Preferred Stock, on the date first written above the
undersigned shall pay to the Company by wire transfer or by such other method as
may be reasonably acceptable to the Company, immediately available funds in the
amount of the Purchase Price.
[Signature Page Follows]
Exhibit 99(b)
IN WITNESS WHEREOF, this Subscription Agreement has been duly executed and
delivered on the day and year first written above.
OCM GW Holdings, LLC
By: OCM Principal Opportunities Fund III, L.P.,
its managing member
By: OCM Principal Opportunities Fund III GP, LLC,
its general partner
By: Oaktree Capital Management, LLC, its managing
member
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Principal
AGREED TO AND ACCEPTED:
GULFWEST OIL & GAS COMPANY
By: /s/ Xxxx X. Xxxxx
--------------------------
Name: Xxxx X. Xxxxx
Title: CEO
Signature Page to GW Letter Agreement to
Purchase Series A
