AMENDMENT NO. 3 TO INVESTOR REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO. 3 (the "Amendment") is made and entered into effective
as of August 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"), XXXXX XXXXXXXX, ESQ. (the "Escrow
Agent") and CORNELL CAPITAL PARTNERS, LP, CERTAIN WEALTH, LTD., and TAIB BANK,
B.S.C. (c) (collectively, the "Investors").
Recitals:
WHEREAS, the Company (the "Obligor") and the Investors entered into a
Securities Purchase Agreement ("Securities Purchase Agreement") dated February
1, 2006, pursuant to which the Obligor issued and sold to the Holder secured
convertible debentures (the "Debentures") in the principal sum of Two Million
Dollars ($2,000,000) and issued to Cornell Capital five-year warrants to
purchase 30,000,000 shares of common stock at the following exercise prices:
7,500,000 at $0.02 per share, 7,500,000 at $0.03 per share, 5,000,000 at $0.04
per share, 5,000,000 at $0.05 per share, and 5,000,000 at $0.06 per share (the
"Warrants"); and
WHEREAS, in connection with the issuance of the Debentures, the Company
and the Investors entered into an Investor Registration Rights Agreement dated
February 1, 2006, as amended by Amendment No. 1 dated March 15, 2006, and
Amendment No. 2 dated March 31, 2006 ("Registration Rights Agreement"), pursuant
to which the Obligor agreed to it would file a Registration Statement
("Registration Statement") with the United States Securities and Exchange
Commission ("SEC") on or before April 7, 2006, and use its best efforts to have
the Registration Statement declared effective by the SEC not later than June 2,
2006; and
WHEREAS, the Company filed the Registration Statement on April 7, 2006 but
the Registration Statement has not been declared effective by the SEC as of the
date hereof; and .
WHEREAS, the parties hereto desire to amend the Agreement further 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 April 7, 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
September 15, 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."
[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/ Xxxxx Xxxxxx By: Yorkville Advisors, LLC
Name: Xxxxx Xxxxxx Its: General Partner
Title: President & CEO
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Portfolio Manager
CERTAIN WEALTH, LTD.
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
TAIB BANK, B.S.C. (c)
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
