Exhibit 10.6
COLLATERAL ASSIGNMENT
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COLLATERAL ASSIGNMENT made as of this 30th day of June, 2006 by Gulf Coast
Oil Corporation ("Assignor") to Laurus Master Fund, Ltd. ("Assignee").
FOR VALUE RECEIVED, and as collateral security for all debts, liabilities
and obligations of Assignor to Assignee, now existing or hereafter arising under
that certain Securities Purchase Agreement dated as of June 30, 2006, between
Assignor and Assignee (the "SPA") and the Related Agreements (as defined in the
SPA) (each as amended, modified, restated or supplemented from time to time),
Assignor hereby assigns, transfers and sets over unto Assignee, its successors
and assigns, all of its rights, but not its obligations, under that certain
Asset Purchase Agreement dated as of June 30, 2006 by and among J&P Family
Properties, Ltd. ("J&P"), Lara Energy, Inc. ("Lara") (J&P and Lara,
collectively, "Sellers"), Xxxx X. Xxxxx, Xx. ("Xxxxx"), Xxx Xxxxxxx ("Xxxxxxx")
(Xxxxx and Xxxxxxx, collectively, "Shareholders") and Assignor and all of the
agreements and documents by which assets or rights of Sellers are transferred to
Assignor (as each may be amended, modified, restated or supplemented from time
to time, collectively, the "Agreements"), including, without limitation, all
indemnity rights and all moneys and claims for moneys due and/or to become due
to Assignor under the Agreements.
Assignor hereby (i) specifically authorizes and directs Sellers and
Shareholders upon notice to Sellers and Shareholders by Assignee to make all
payments due to Assignor under or arising under the Agreements directly to
Assignee and (ii) irrevocably authorizes and empowers Assignee (a) to ask,
demand, receive, receipt and give acquittance for any and all amounts which may
be or become due or payable, or remain unpaid at any time and times to Assignor
by Sellers and/or Shareholders under and pursuant to the Agreements, (b) to
endorse any checks, drafts or other orders for the payment of money payable to
Assignor in payment thereof, and (c) in Assignee's discretion to file any claims
or take any action or institute any proceeding, either in its own name or in the
name of Assignor or otherwise, which Assignee may deem necessary or advisable to
effectuate the foregoing. It is expressly understood and agreed, however, that
Assignee shall not be required or obligated in any manner to make any demand or
to make any inquiry as to the nature or sufficiency of any payment received by
it, or to present or file any claim or take any other action to collect or
enforce the payment of any amounts which may have been assigned to Assignee or
to which Assignee may be entitled hereunder at any time or times.
Sellers and Shareholders are hereby authorized to recognize Assignee's
claims to rights hereunder without investigating any reason for any action taken
by Assignee or the validity or the amount of the obligations or existence of any
default, or the application to be made by Assignee of any of the amounts to be
paid to Assignee. Checks for all or any part of the sums payable under this
Assignment shall be drawn to the sole and exclusive order of Assignee. Upon
payment by Sellers and/or Shareholders to Assignee of any amounts due to
Assignor under or arising under the Agreements, the obligations of Sellers
and/or Shareholders, as applicable, to Assignor with respect to such amounts
shall be deemed paid in full.
Without first obtaining the written consent of Assignee, Assignor, Sellers
and Shareholders shall not amend or modify the Agreements.
In the event Assignor declines to exercise any rights under the Agreements,
Assignee shall have the right to enforce any and all such rights of Assignor
directly against Sellers and/or Shareholders.
IN WITNESS WHEREOF, Assignor has duly executed this Collateral Assignment
the day and year first above written.
GULF COAST OIL CORPORATION
By: /s/ Xxxxxx X. XxXxxxxxx
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Name: Xxxxxx X. XxXxxxxxx
Title: President & CEO
Sellers and Shareholders
hereby consent and agree to
the provisions of this
Collateral Assignment as of
this 30th day of June, 2006.
LARA ENERGY, INC.
By: /s/ Xxxx X. Xxxxx Xx.
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Name: Xxxx X. Xxxxx Xx.
Title: President
J&P FAMILY PROPERTIES, LTD.
By: /s/ Xxx Xxxxxxx
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Name: Xxx Xxxxxxx
Title: President
/s/ Xxxx X. Xxxxx Xx.
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XXXX X. XXXXX, XX., INDIVIDUALLY
/s/ Xxx Xxxxxxx
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XXX XXXXXXX, INDIVIDUALLY
