AMENDMENT AGREEMENT
AMENDMENT
AGREEMENT
AMENDMENT AGREEMENT, dated of
as December 22, 2008, by and between STRIKER OIL AND GAS, INC. (formerly,
UNICORP, INC., (“Company”), YA GLOBAL INVESTMENTS, L.P.
(formerly, CORNELL CAPITAL PARTNERS, LP) (“YA
Global”). All capitalized terms used herein shall have the
respective meanings assigned thereto in the Transaction Documents (as defined
below) unless otherwise defined herein.
W I T N E S S E T
H:
WHEREAS, Company and YA Global
have entered into certain financing arrangements set forth on Schedule A attached
hereto and referred to herein as the “Transaction
Documents” pursuant to which, YA Global is the holder of the
following secured convertible debentures (collectively, the “Debentures”) issued
by Company and the following warrants (“Warrants”) issued by
the Company:
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Debenture
Description
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Principal
Outstanding
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Accrued
and Unpaid Interest (as of October 31, 2008)
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Secured
Convertible Debenture (no. UCPI-1-1A) issued on May 17, 2007, and amended
and restated on February 20, 2008 in the original principal amount of
$3,096,155
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$3,096,155
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$36,814
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Secured
Convertible Debenture (no. UCPI-1-2A) issued on June 29, 2007 and amended
and restated on February 20, 2008 in the original principal amount of
$1,769,231
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$1,508,494
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$18,492
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Warrant
Description
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Warrant
Shares
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Warrant
Exercise Price
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Warrant
No. UCPI-A-1A
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509,000
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$0.75
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Warrant
No. UCPI-A-2
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1,357,333
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$0.75
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Warrant
No. UCPI-B-1A
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430,800
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$1.25
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Warrant
No. UCPI-B-2
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689,280
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$1.25
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Warrant
No. UCPI-C-1A
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373,400
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$1.75
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Warrant
No. UCPI-C-2
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426,743
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$1.75
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Warrant
No. UCPI-D-1A
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311,100
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$2.50
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Warrant
No. UCPI-D-2
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248,880
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$2.50
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WHEREAS, the Company has
requested YA Global to make certain accommodations to regarding extending the
payment dates and YA Global desires to accommodate such requests, and in
exchange for such accommodations, the Company desires, among other things, to
adjust the conversion price of the Debentures and the exercise price of the
Warrants as set forth herein.
NOW, THEREFORE, in
consideration of the foregoing, and the respective agreements, warranties and
covenants contained herein, the parties hereto agree, covenant and warrant as
follows:
1. Acknowledgements.
a. Acknowledgement of
Obligations. Company hereby acknowledges, confirms and agrees
that as of the date hereof, Company is indebted to the YA Global under the
Debentures and the Transaction Documents in amounts set forth in the first
Whereas clause, plus any other fees, costs, expenses and other charges now or
hereafter payable (collectively, the “Obligations”) and
such Obligations are unconditionally owed by Company to YA Global, without
offset, defense or counterclaim of any kind, nature or description
whatsoever.
b. Acknowledgement of Security
Interests. Company hereby acknowledges, confirms and agrees
that YA Global has and shall continue to have valid, enforceable and perfected
first-priority liens upon and security interests in the Pledged Property
heretofore granted to YA Global pursuant to the Security Agreement (the “Security Agreement”)
between Company, Affiliated Holdings, Inc., and YA Global dated May 17, 2007,
the Mortgage, Assignment of Production, Security Agreement, Fixture Filing and
Financing Statement (the “Mortgage”) granted by
the Company to YA Global as of May 17, 2007, Deed of Trust, Mortgage,
Assignment, Security Agreement, Fixture Filing and Financing Statement (the
“Deed of
Trust”) granted by the Company to YA Global as of May 17, 2007, or
otherwise granted to or held by YA Global. Company and Affiliated
Holdings, Inc. hereby acknowledge, confirm and agree that YA Global has and
shall continue to have valid, enforceable and perfected first-priority liens
upon and security interests heretofore granted to YA Global pursuant to the
Security Agreement, the Mortgage, the Deed of Trust or otherwise granted to or
held by YA Global.
c. Binding Effect of
Documents. Company confirms and agrees
that: (a) each of the Transaction Documents to which it is a
party has been duly executed and delivered to YA Global by Company and each is
in full force and effect as of the date hereof, (b) the agreements and
obligations of Company contained in such documents and in this Agreement
constitute the legal, valid and binding obligations of Company enforceable
against each in accordance with their respective terms, and Company has no valid
defense to the enforcement of such obligations, and (c) YA Global is and
shall be entitled to the rights, remedies and benefits provided for in the
Transaction Documents and applicable law, without setoff, defense or
counterclaim of any kind, nature or descriptions whatsoever.
2. Covenants and
Agreements.
a. Amendments to the
Debentures. The parties agree that as of the date hereof, the following
amendments shall be made to the Debentures, and to document such amendments, the
Company shall issue debenture amendments for each outstanding Debenture in the
form attached hereto as Exhibit A:
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i.
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The
portion of the November 1, 2008, December 1, 2008, and January 1, 2009
Installment Amounts that the Company will not be eligible to pay as a
Company Conversion shall be deferred until the Maturity Date and the
Company will not be required to pay any Company Redemption Amounts during
such deferral period.
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ii.
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The
Conversion Price of each of the Debentures shall be changed to $0.15,
subject to adjustments as set forth in the
Debentures.
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b. Amendments to the
Warrants. The parties agree that as of the date hereof, the
following amendments shall be made to the Warrants, and to document such
amendments, the Company shall issue warrant amendments for each outstanding
Warrant in the form attached hereto as Exhibit B:
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i.
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The
Warrant Exercise Price of each of the Warrants shall be changed to
$0.10.
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ii.
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With
respect to Warrant No. UCPI-A-1A, Warrant No. UCPI-B-1A, Warrant No.
UCPI-C-1A, and Warrant No. UCPI-A-1A, YA Global waives, on a one time
basis, any rights it may have had pursuant to the last sentence of Section
8(a) of the Warrants to receive additional warrant shares as a result of
the change to the Warrant Exercise Price set forth
herein.
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iii.
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With
respect to Warrant No. UCPI-A-2, Warrant No. UCPI-B-2, Warrant No.
UCPI-C-2, and Warrant No. UCPI-A-2, Section 8(a) shall be deleted in its
entirety and replaced with the
following:
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Section
8(a) – Adjustment of
Warrant Exercise Price and Number of Shares upon Issuance of Common
Stock. If and whenever on or after the Issuance Date of this
Warrant, the Company issues or sells, or is deemed to have issued or sold, any
shares of Common Stock (other than Excluded Securities or Permitted
Issuances (as defined in the Securities Purchase Agreement) and (ii)
shares of Common Stock which are issued or deemed to have been issued by the
Company in connection with an Approved Stock Plan or upon exercise or conversion
of the Other Securities) for a consideration per share less than a price (the
“Applicable
Price”) equal to the Warrant Exercise Price in effect immediately prior
to such issuance or sale, then immediately after such issue or sale the Warrant
Exercise Price then in effect shall be reduced to an amount equal to the product
of (A) the Warrant Exercise Price in effect immediately prior to such issuance
and (B) the quotient determined by dividing (1) the sum of (I) the product
derived by multiplying the Warrant Exercise Price in effect immediately prior to
such issuance and the number of shares of Common Stock deemed outstanding
immediately prior to such issuance plus (II) the consideration, if any, received
by the Company upon such issuance, by (2) the product derived by multiplying (Y)
the Warrant Exercise Price in effect immediately prior to such issuance by (Z)
the number of shares of Common Stock deemed outstanding immediately after such
issuance. Upon each such adjustment of the Warrant Exercise Price
hereunder, the number of Warrant Shares issuable upon exercise of this Warrant
shall be adjusted to the number of shares determined by multiplying the Warrant
Exercise Price in effect immediately prior to such adjustment by the number of
Warrant Shares issuable upon exercise of this Warrant immediately prior to such
adjustment and dividing the product thereof by the Warrant Exercise Price
resulting from such adjustment.
c. Further Assurances.
Company and Affiliated Holdings, Inc. shall, from and after the execution of
this Agreement, execute and deliver to YA Global whatever additional documents,
instruments, and agreements that YA Global may require in order to (i) perfect
its lien and security interest in the property referred to as the “Catfish
Property“ and covering approximately 12,000 gross acres in Xxxxxxxxx and
Xxxxxxxx Counties, Texas, and (ii) correct any document deficiencies, or to vest
or perfect the Transaction Documents and the collateral granted therein more
securely in YA Global and/or to otherwise give effect to the terms and
conditions of this Agreement, and hereby authorize YA Global to file any
financing statements (including financing statements with a generic description
of the collateral such as “all assets”), and take any other normal and customary
steps, YA Global deems necessary to perfect or evidence YA Global’s security
interests and liens in any such collateral.
3. RELEASE. In exchange for the accommodations made
by YA Global herein, the Company hereby, on behalf of itself and its agents, representatives, attorneys,
assigns, heirs,
subsidiaries, executors and
administrators
(collectively, “Company Parties”) RELEASES AND FOREVER DISCHARGES YA Global and its subsidiaries and its respective affiliates, parents, joint ventures,
officers, directors, shareholders, interest holders, members, managers,
employees, consultants, representatives, successors and assigns,
heirs, executors and administrators (collectively, “Buyer Parties”) from all
causes of action, suits, debts, claims and demands related to the Transaction
Documents whatsoever known
or unknown, at law, in equity or otherwise, which the Company Parties ever had or now
have, and any claims for reasonable attorneys’
fees and costs, and including, without limitation, any claims relating to fees,
penalties, liquidated damages, and indemnification for losses, liabilities and
expenses, except for any
intentional acts by the Buyer Parties. The release contained in this Section
is effective without regard
to the legal nature of the claims raised and without regard to whether any such
claims are based upon tort, equity, or implied or express
contract. It is expressly understood and agreed
that this release shall operate as a clear and unequivocal waiver by
the Company Parties
of any such claim
whatsoever.
4. PROVISIONS OF GENERAL
APPLICATION
a. Effect of this
Agreement. Except as modified pursuant hereto, no other
changes or modifications to the Transaction Documents are intended or implied
and in all other respects the Transaction Documents are hereby specifically
ratified, restated and confirmed by all parties hereto as of the effective date
hereof. To the extent of conflict between the terms of this Agreement
and the other Transaction Documents, the terms of this Agreement shall
control. The Transaction Documents and this Agreement shall be read
and construed as one agreement.
b. Governing
Law. This Agreement shall be interpreted according to the laws
of the State of New Jersey and shall inure to the benefit of and be binding upon
the parties hereto and their respective successors and assigns. Any
notices, demands, consents, other writings or communications permitted or
required by this Agreement shall be given in the manner and to the address as
set forth in the Transaction Documents.
c. Mutual Waiver of Jury
Trial. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX
FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN
EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL
LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR
DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE
LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF
THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHTS TO
TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE,
WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE BETWEEN FACTOR AND CLIENT ARISING
OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER FACTORING
DOCUMENTS OR THE TRANSACTIONS RELATED THERETO.
[SIGNATURE
PAGE IMMEDIATELY TO FOLLOW]
IN WITNESS WHEREOF, this
Agreement is executed and delivered as of the day and year first above
written.
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Unicorp,
Inc.
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By:
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Name: Xxxxx
Xxxxx
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Title: Chief
Executive Officer
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YA
Global Investments, L.P.
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By: Yorkville
Advisors, LLC
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Its: Investment
Manager
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By:
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Name:
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Title:
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SCHEDULE
A
TRANSACTION
DOCUMENTS
Securities
Purchase Agreement dated May 17, 2007 between Company and YA
Global.
Secured
Convertible Debenture (no. UCPI-1-2A) issued on June 29, and amended and
restated on February 20, 2008 in the original principal amount of
$1,769,231
Secured
Convertible Debenture (no. UCPI-1-1A) issued on May 17, 2007 and amended and
restated on February 20, 2008 in the original principal amount of
$3,096,155
Warrant
No. UCPI-A-1A originally issued on May 17, 2007 and amended and restated on
February 20, 2008
Warrant
No. UCPI-B-1A originally issued on May 17, 2007 and amended and restated on
February 20, 2008
Warrant
No. UCPI-C-1A originally issued on May 17, 2007 and amended and restated on
February 20, 2008
Warrant
No. UCPI-D -1A originally issued on May 17, 2007 and amended and restated on
February 20, 2008
Warrant
No. UCPI-A-2 issued on February 20, 2008
Warrant
No. UCPI-B-2 issued on February 20, 2008
Warrant
No. UCPI-C-2 issued on February 20, 2008
Warrant
No. UCPI-D-2 issued on February 20, 2008
Registration
Rights Agreement dated May 17, 2007 between Company and YA Global.
Security
Agreement dated May 17, 2007 among the Company, Affiliated Holdings, Inc., and
YA Global.
Mortgage,
Assignment of Production, Security Agreement, Fixture Filing and Financing
Statement granted by the Company to YA Global as of May 17, 2007
Deed of
Trust, Mortgage, Assignment, Security Agreement, Fixture Filing and Financing
Statement granted by the Company to YA Global as of May 17, 2007
Irrevocable
Transfer Agent Instructions dated May 17, 2007 among Company, Xxxxx Xxxxxxxx,
OTC Stock Transfer Co., and YA Global.
EXHIBIT
A
DEBENTURE
AMENDMENTS
STRIKER
OIL AND GAS, INC.
AMENDMENT
TO
DEBENTURE
THIS
AMENDMENT SHOULD BE ATTACHED TO THE
ORIGINAL
DEBENTURE CERTIFICATE
This
Amendment to Debenture (this “Amendment”) dated
December 22, 2008 is issued in connection with that certain Secured Convertible
Debenture (no. UCPI-1-1A (the “Debenture”)
originally issued by Striker Oil and Gas, Inc. (formerly, Unicorp, Inc.), a
Delaware corporation (the “Company”) to YA Global Investments, L.P. (formerly,
Cornell Capital Partners, LP) (the “Investor”), on May
17, 2007, and amended and restated on February 20, 2008, in the original face
amount of $3,096,155.
THIS CERTIFIES THAT, the
following amendments are made effective as of the date hereof:
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·
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The
definition of “Conversion Price” in Section 4(a)(ii) of the Debenture
shall be replaced as follows:
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4(a)(ii)
“Conversion
Price” means, as of any Conversion Date (as defined below) or other date
of determination, $0.15,
subject to adjustment as provided herein.”
IN WITNESS WHEREOF, the
Company has caused this Amendment to be signed by its duly authorized
officer.
STRIKER
OIL AND GAS, INC.
By: /s/
Xxxxx Xxxxx
Xxxxx Xxxxx
Chief
Executive Officer
STRIKER
OIL AND GAS, INC.
AMENDMENT
TO
DEBENTURE
THIS
AMENDMENT SHOULD BE ATTACHED TO THE
ORIGINAL
DEBENTURE CERTIFICATE
This
Amendment to Debenture (this “Amendment”) dated
December 22, 2008 is issued in connection with that certain Secured Convertible
Debenture (no. UCPI-1-2A (the “Debenture”)
originally issued by Striker Oil and Gas, Inc. (formerly, Unicorp, Inc.), a
Delaware corporation (the “Company”) to YA Global Investments, L.P. (formerly,
Cornell Capital Partners, LP) (the “Investor”), on May
17, 2007, and amended and restated on February 20, 2008, in the original face
amount of $1,769,231.
THIS CERTIFIES THAT, the
following amendments are made effective as of the date hereof:
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·
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The
definition of “Conversion Price” in Section 4(a)(ii) of the Debenture
shall be replaced as follows:
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4(a)(ii)
“Conversion
Price” means, as of any Conversion Date (as defined below) or other date
of determination, $0.15,
subject to adjustment as provided herein.”
IN WITNESS WHEREOF, the
Company has caused this Amendment to be signed by its duly authorized
officer.
STRIKER
OIL AND GAS, INC.
By: /s/
Xxxxx Xxxxx
Xxxxx Xxxxx
Chief
Executive Officer
EXHIBIT
B
WARRANT
AMENDMENTS
STRIKER
OIL AND GAS, INC.
AMENDMENT
TO
WARRANT
THIS
AMENDMENT SHOULD BE ATTACHED TO THE
This
Amendment to Warrant (this “Amendment”) dated
December 22, 2008 is issued in connection with that certain Warrant (no.
UCPI-A-1A (the “Warrant”) originally
issued by Striker Oil and Gas, Inc. (formerly, Unicorp, Inc.), a Delaware
corporation (the “Company”) to YA Global Investments, L.P. (formerly, Cornell
Capital Partners, LP) (the “Investor”), on May
17, 2007, and amended and restated on February 20, 2008, to purchase up to
509,000 shares of common stock at an initial exercise price of $0.75 per
share.
THIS CERTIFIES THAT, the
following amendments are made effective as of the date hereof:
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·
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The
definition of “Warrant Exercise Price” in Section 1(b)(xv) of the Warrant
shall be replaced as follows:
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1(b)(xv)
“Warrant Exercise
Price” shall be $0.10 or as subsequently
adjusted as provided in Section 8 hereof.
IN WITNESS WHEREOF, the
Company has caused this Amendment to be signed by its duly authorized
officer.
STRIKER
OIL AND GAS, INC.
By: /s/
Xxxxx Xxxxx
Xxxxx Xxxxx
Chief
Executive Officer
STRIKER
OIL AND GAS, INC.
AMENDMENT
TO
WARRANT
THIS
AMENDMENT SHOULD BE ATTACHED TO THE
This
Amendment to Warrant (this “Amendment”) dated
December 22, 2008 is issued in connection with that certain Warrant (no.
UCPI-B-1A (the “Warrant”) originally
issued by Striker Oil and Gas, Inc. (formerly, Unicorp, Inc.), a Delaware
corporation (the “Company”) to YA Global Investments, L.P. (formerly, Cornell
Capital Partners, LP) (the “Investor”), on May
17, 2007, and amended and restated on February 20, 2008, to purchase up to
430,800 shares of common stock at an initial exercise price of $1.25 per
share.
THIS CERTIFIES THAT, the
following amendments are made effective as of the date hereof:
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·
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The
definition of “Warrant Exercise Price” in Section 1(b)(xv) of the Warrant
shall be replaced as follows:
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1(b)(xv)
“Warrant Exercise
Price” shall be $0.10 or as subsequently
adjusted as provided in Section 8 hereof.
IN WITNESS WHEREOF, the
Company has caused this Amendment to be signed by its duly authorized
officer.
STRIKER
OIL AND GAS, INC.
By: /s/
Xxxxx Xxxxx
Xxxxx Xxxxx
Chief
Executive Officer
STRIKER
OIL AND GAS, INC.
AMENDMENT
TO
WARRANT
THIS
AMENDMENT SHOULD BE ATTACHED TO THE
This
Amendment to Warrant (this “Amendment”) dated
December 22, 2008 is issued in connection with that certain Warrant (no.
UCPI-C-1A (the “Warrant”) originally
issued by Striker Oil and Gas, Inc. (formerly, Unicorp, Inc.), a Delaware
corporation (the “Company”) to YA Global Investments, L.P. (formerly, Cornell
Capital Partners, LP) (the “Investor”), on May
17, 2007, and amended and restated on February 20, 2008, to purchase up to
373,400 shares of common stock at an initial exercise price of $1.75 per
share.
THIS CERTIFIES THAT, the
following amendments are made effective as of the date hereof:
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·
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The
definition of “Warrant Exercise Price” in Section 1(b)(xv) of the Warrant
shall be replaced as follows:
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1(b)(xv)
“Warrant Exercise
Price” shall be $0.10 or as subsequently
adjusted as provided in Section 8 hereof.
IN WITNESS WHEREOF, the
Company has caused this Amendment to be signed by its duly authorized
officer.
STRIKER
OIL AND GAS, INC.
By: /s/
Xxxxx Xxxxx
Xxxxx Xxxxx
Chief Executive Officer
STRIKER
OIL AND GAS, INC.
AMENDMENT
TO
WARRANT
THIS
AMENDMENT SHOULD BE ATTACHED TO THE
This
Amendment to Warrant (this “Amendment”) dated
December 22, 2008 is issued in connection with that certain Warrant (no.
UCPI-D-1A (the “Warrant”) originally
issued by Striker Oil and Gas, Inc. (formerly, Unicorp, Inc.), a Delaware
corporation (the “Company”) to YA Global Investments, L.P. (formerly, Cornell
Capital Partners, LP) (the “Investor”), on May
17, 2007, and amended and restated on February 20, 2008, to purchase up to
311,100 shares of common stock at an initial exercise price of $2.50 per
share.
THIS CERTIFIES THAT, the
following amendments are made effective as of the date hereof:
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·
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The
definition of “Warrant Exercise Price” in Section 1(b)(xv) of the Warrant
shall be replaced as follows:
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1(b)(xv)
“Warrant Exercise
Price” shall be $0.10 or as subsequently
adjusted as provided in Section 8 hereof.
IN WITNESS WHEREOF, the
Company has caused this Amendment to be signed by its duly authorized
officer.
STRIKER
OIL AND GAS, INC.
By: /s/
Xxxxx Xxxxx
Xxxxx Xxxxx
Chief Executive Officer
STRIKER
OIL AND GAS, INC.
AMENDMENT
TO
WARRANT
THIS
AMENDMENT SHOULD BE ATTACHED TO THE
This
Amendment to Warrant (this “Amendment”) dated
December 22, 2008 is issued in connection with that certain Warrant (no.
UCPI-A-2 (the “Warrant”) originally
issued by Striker Oil and Gas, Inc. (formerly, Unicorp, Inc.), a Delaware
corporation (the “Company”) to YA Global Investments, L.P. (formerly, Cornell
Capital Partners, LP) (the “Investor”), on
February 20, 2008, to purchase up to 1,357,333 shares of common stock at an
initial exercise price of $0.75 per share.
THIS CERTIFIES THAT, the
following amendments are made effective as of the date hereof:
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·
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The
definition of “Warrant Exercise Price” in Section 1(b)(xv) of the Warrant
shall be replaced as follows:
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1(b)(xv)
“Warrant Exercise
Price” shall be $0.10 or as subsequently
adjusted as provided in Section 8 hereof.
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·
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Section
8(a) of the Warrant shall be deleted and replaced in its entirety with the
following:
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Section
8(a) – Adjustment of
Warrant Exercise Price and Number of Shares upon Issuance of Common
Stock. If and whenever on or after the Issuance Date of this
Warrant, the Company issues or sells, or is deemed to have issued or sold, any
shares of Common Stock (other than Excluded Securities or Permitted
Issuances (as defined in the Securities Purchase Agreement) and (ii)
shares of Common Stock which are issued or deemed to have been issued by the
Company in connection with an Approved Stock Plan or upon exercise or conversion
of the Other Securities) for a consideration per share less than a price (the
“Applicable
Price”) equal to the Warrant Exercise Price in effect immediately prior
to such issuance or sale, then immediately after such issue or sale the Warrant
Exercise Price then in effect shall be reduced to an amount equal to the product
of (A) the Warrant Exercise Price in effect immediately prior to such issuance
and (B) the quotient determined by dividing (1) the sum of (I) the product
derived by multiplying the Warrant Exercise Price in effect immediately prior to
such issuance and the number of shares of Common Stock deemed outstanding
immediately prior to such issuance plus (II) the consideration, if any, received
by the Company upon such issuance, by (2) the product derived by multiplying (Y)
the Warrant Exercise Price in effect immediately prior to such issuance by (Z)
the number of shares of Common Stock deemed outstanding immediately after such
issuance. Upon each such adjustment of the Warrant Exercise Price
hereunder, the number of Warrant Shares issuable upon exercise of this Warrant
shall be adjusted to the number of shares determined by multiplying the Warrant
Exercise Price in effect immediately prior to such adjustment by the number of
Warrant Shares issuable upon exercise of this Warrant immediately prior to such
adjustment and dividing the product thereof by the Warrant Exercise Price
resulting from such adjustment.
IN WITNESS WHEREOF, the
Company has caused this Amendment to be signed by its duly authorized
officer.
STRIKER
OIL AND GAS, INC.
By: /s/
Xxxxx Xxxxx
Xxxxx Xxxxx
Chief Executive Officer
STRIKER
OIL AND GAS, INC.
AMENDMENT
TO
WARRANT
THIS
AMENDMENT SHOULD BE ATTACHED TO THE
This
Amendment to Warrant (this “Amendment”) dated
December 22, 2008 is issued in connection with that certain Warrant (no.
UCPI-B-2 (the “Warrant”) originally
issued by Striker Oil and Gas, Inc. (formerly, Unicorp, Inc.), a Delaware
corporation (the “Company”) to YA Global Investments, L.P. (formerly, Cornell
Capital Partners, LP) (the “Investor”), on
February 20, 2008, to purchase up to 689,280 shares of common stock at an
initial exercise price of $1.25 per share.
THIS CERTIFIES THAT, the
following amendments are made effective as of the date hereof:
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·
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The
definition of “Warrant Exercise Price” in Section 1(b)(xv) of the Warrant
shall be replaced as follows:
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1(b)(xv)
“Warrant Exercise
Price” shall be $0.10 or as subsequently
adjusted as provided in Section 8 hereof.
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·
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Section
8(a) of the Warrant shall be deleted and replaced in its entirety with the
following:
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Section
8(a) – Adjustment of
Warrant Exercise Price and Number of Shares upon Issuance of Common
Stock. If and whenever on or after the Issuance Date of this
Warrant, the Company issues or sells, or is deemed to have issued or sold, any
shares of Common Stock (other than Excluded Securities or Permitted
Issuances (as defined in the Securities Purchase Agreement) and (ii)
shares of Common Stock which are issued or deemed to have been issued by the
Company in connection with an Approved Stock Plan or upon exercise or conversion
of the Other Securities) for a consideration per share less than a price (the
“Applicable
Price”) equal to the Warrant Exercise Price in effect immediately prior
to such issuance or sale, then immediately after such issue or sale the Warrant
Exercise Price then in effect shall be reduced to an amount equal to the product
of (A) the Warrant Exercise Price in effect immediately prior to such issuance
and (B) the quotient determined by dividing (1) the sum of (I) the product
derived by multiplying the Warrant Exercise Price in effect immediately prior to
such issuance and the number of shares of Common Stock deemed outstanding
immediately prior to such issuance plus (II) the consideration, if any, received
by the Company upon such issuance, by (2) the product derived by multiplying (Y)
the Warrant Exercise Price in effect immediately prior to such issuance by (Z)
the number of shares of Common Stock deemed outstanding immediately after such
issuance. Upon each such adjustment of the Warrant Exercise Price
hereunder, the number of Warrant Shares issuable upon exercise of this Warrant
shall be adjusted to the number of shares determined by multiplying the Warrant
Exercise Price in effect immediately prior to such adjustment by the number of
Warrant Shares issuable upon exercise of this Warrant immediately prior to such
adjustment and dividing the product thereof by the Warrant Exercise Price
resulting from such adjustment.
IN WITNESS WHEREOF, the
Company has caused this Amendment to be signed by its duly authorized
officer.
STRIKER
OIL AND GAS, INC.
By: /s/
Xxxxx Xxxxx
Xxxxx Xxxxx
Chief
Executive Officer
STRIKER
OIL AND GAS, INC.
AMENDMENT
TO
WARRANT
THIS
AMENDMENT SHOULD BE ATTACHED TO THE
This
Amendment to Warrant (this “Amendment”) dated
December 22, 2008 is issued in connection with that certain Warrant (no.
UCPI-C-2 (the “Warrant”) originally
issued by Striker Oil and Gas, Inc. (formerly, Unicorp, Inc.), a Delaware
corporation (the “Company”) to YA Global Investments, L.P. (formerly, Cornell
Capital Partners, LP) (the “Investor”), on
February 20, 2008, to purchase up to 426,743 shares of common stock at an
initial exercise price of $1.75 per share.
THIS CERTIFIES THAT, the
following amendments are made effective as of the date hereof:
|
·
|
The
definition of “Warrant Exercise Price” in Section 1(b)(xv) of the Warrant
shall be replaced as follows:
|
1(b)(xv)
“Warrant Exercise
Price” shall be $0.10 or as subsequently
adjusted as provided in Section 8 hereof.
|
·
|
Section
8(a) of the Warrant shall be deleted and replaced in its entirety with the
following:
|
Section
8(a) – Adjustment of
Warrant Exercise Price and Number of Shares upon Issuance of Common
Stock. If and whenever on or after the Issuance Date of this
Warrant, the Company issues or sells, or is deemed to have issued or sold, any
shares of Common Stock (other than Excluded Securities or Permitted
Issuances (as defined in the Securities Purchase Agreement) and (ii)
shares of Common Stock which are issued or deemed to have been issued by the
Company in connection with an Approved Stock Plan or upon exercise or conversion
of the Other Securities) for a consideration per share less than a price (the
“Applicable
Price”) equal to the Warrant Exercise Price in effect immediately prior
to such issuance or sale, then immediately after such issue or sale the Warrant
Exercise Price then in effect shall be reduced to an amount equal to the product
of (A) the Warrant Exercise Price in effect immediately prior to such issuance
and (B) the quotient determined by dividing (1) the sum of (I) the product
derived by multiplying the Warrant Exercise Price in effect immediately prior to
such issuance and the number of shares of Common Stock deemed outstanding
immediately prior to such issuance plus (II) the consideration, if any, received
by the Company upon such issuance, by (2) the product derived by multiplying (Y)
the Warrant Exercise Price in effect immediately prior to such issuance by (Z)
the number of shares of Common Stock deemed outstanding immediately after such
issuance. Upon each such adjustment of the Warrant Exercise Price
hereunder, the number of Warrant Shares issuable upon exercise of this Warrant
shall be adjusted to the number of shares determined by multiplying the Warrant
Exercise Price in effect immediately prior to such adjustment by the number of
Warrant Shares issuable upon exercise of this Warrant immediately prior to such
adjustment and dividing the product thereof by the Warrant Exercise Price
resulting from such adjustment.
IN WITNESS WHEREOF, the
Company has caused this Amendment to be signed by its duly authorized
officer.
STRIKER
OIL AND GAS, INC.
By: /s/
Xxxxx Xxxxx
Xxxxx Xxxxx
Chief Executive Officer
STRIKER
OIL AND GAS, INC.
AMENDMENT
TO
WARRANT
THIS
AMENDMENT SHOULD BE ATTACHED TO THE
This
Amendment to Warrant (this “Amendment”) dated
December 22, 2008 is issued in connection with that certain Warrant (no.
UCPI-D-2 (the “Warrant”) originally
issued by Striker Oil and Gas, Inc. (formerly, Unicorp, Inc.), a Delaware
corporation (the “Company”) to YA Global Investments, L.P. (formerly, Cornell
Capital Partners, LP) (the “Investor”), on
February 20, 2008, to purchase up to 248,880 shares of common stock at an
initial exercise price of $2.50 per share.
THIS CERTIFIES THAT, the
following amendments are made effective as of the date hereof:
|
·
|
The
definition of “Warrant Exercise Price” in Section 1(b)(xv) of the Warrant
shall be replaced as follows:
|
1(b)(xv)
“Warrant Exercise
Price” shall be $0.10 or as subsequently
adjusted as provided in Section 8 hereof.
|
·
|
Section
8(a) of the Warrant shall be deleted and replaced in its entirety with the
following:
|
Section
8(a) – Adjustment of
Warrant Exercise Price and Number of Shares upon Issuance of Common
Stock. If and whenever on or after the Issuance Date of this
Warrant, the Company issues or sells, or is deemed to have issued or sold, any
shares of Common Stock (other than Excluded Securities or Permitted
Issuances (as defined in the Securities Purchase Agreement) and (ii)
shares of Common Stock which are issued or deemed to have been issued by the
Company in connection with an Approved Stock Plan or upon exercise or conversion
of the Other Securities) for a consideration per share less than a price (the
“Applicable
Price”) equal to the Warrant Exercise Price in effect immediately prior
to such issuance or sale, then immediately after such issue or sale the Warrant
Exercise Price then in effect shall be reduced to an amount equal to the product
of (A) the Warrant Exercise Price in effect immediately prior to such issuance
and (B) the quotient determined by dividing (1) the sum of (I) the product
derived by multiplying the Warrant Exercise Price in effect immediately prior to
such issuance and the number of shares of Common Stock deemed outstanding
immediately prior to such issuance plus (II) the consideration, if any, received
by the Company upon such issuance, by (2) the product derived by multiplying (Y)
the Warrant Exercise Price in effect immediately prior to such issuance by (Z)
the number of shares of Common Stock deemed outstanding immediately after such
issuance. Upon each such adjustment of the Warrant Exercise Price
hereunder, the number of Warrant Shares issuable upon exercise of this Warrant
shall be adjusted to the number of shares determined by multiplying the Warrant
Exercise Price in effect immediately prior to such adjustment by the number of
Warrant Shares issuable upon exercise of this Warrant immediately prior to such
adjustment and dividing the product thereof by the Warrant Exercise Price
resulting from such adjustment.
IN WITNESS WHEREOF, the
Company has caused this Amendment to be signed by its duly authorized
officer.
STRIKER
OIL AND GAS, INC.
By: /s/
Xxxxx Xxxxx
Xxxxx Xxxxx
Chief Executive Officer
