REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 29th, 2005 • Petrol Oil & Gas Inc • Crude petroleum & natural gas • New York
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (as amended, modified or supplemented from time to time, the “Securities Purchase Agreement”), and pursuant to the Warrant referred to therein.
SECURITIES PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. and PETROL OIL AND GAS, INC. Dated: October 31, 2005Securities Purchase Agreement • November 29th, 2005 • Petrol Oil & Gas Inc • Crude petroleum & natural gas • New York
ContractSecured Term Note • November 29th, 2005 • Petrol Oil & Gas Inc • Crude petroleum & natural gas • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PETROL OIL AND GAS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractWarrant Agreement • November 29th, 2005 • Petrol Oil & Gas Inc • Crude petroleum & natural gas • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PETROL OIL AND GAS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDED AND RESTATED MORTGAGE, DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF PRODUCTION FROM PETROL OIL AND GAS, INC., AS MORTGAGOR (“PETROL”), NEODESHA PIPELINE, INC., AS MORTGAGOR (“NEODESHA”) AND COAL CREEK PIPELINE INC.,...Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production • November 29th, 2005 • Petrol Oil & Gas Inc • Crude petroleum & natural gas • Kansas
THIS MORTGAGE IS, AMONG OTHER THINGS, A FINANCING STATEMENT UNDER THE UNIFORM COMMERCIAL CODE COVERING MINERALS, AS-EXTRACTED COLLATERAL AND THE LIKE (INCLUDING OIL AND GAS), ACCOUNTS RESULTING FROM THE SALE OF MINERALS, AS EXTRACTED COLLATERAL AND THE LIKE (INCLUDING OIL AND GAS), AND GOODS WHICH ARE, OR ARE TO BECOME, FIXTURES ON THE REAL/UNMOVABLE PROPERTY HEREIN DESCRIBED. THE OIL AND GAS INTERESTS OR ACCOUNTS INCLUDED IN THE MORTGAGED PROPERTY WILL BE FINANCED AT THE WELLHEADS LOCATED ON THE REAL/UNMOVABLE PROPERTY DESCRIBED IN EXHIBIT A ATTACHED HERETO. THIS MORTGAGE IS TO BE RECORDED IN THE REAL ESTATE OR COMPARABLE RECORDS OF THE COUNTY OR PARISH RECORDER OF EACH COUNTY OR PARISH IN EACH STATE IN WHICH IS SITUATED ANY OF THE COLLATERAL COVERED HEREBY. THE REAL/UNMOVABLE PROPERTY SUBJECT HERETO IS DESCRIBED IN EXHIBIT A ATTACHED HERETO.
LAURUS MASTER FUND, LTD. c/o Laurus Capital Management, LLCSecurities Purchase Agreement • November 29th, 2005 • Petrol Oil & Gas Inc • Crude petroleum & natural gas • New York
Reference is made to the Securities Purchase Agreement dated as of October 28, 2004 between Petrol Oil and Gas, Inc., a Nevada corporation (“Company”) and Laurus Master Fund., Ltd. (“Laurus”) (as amended, restated, modified and supplemented from time to time, the “Agreement”). Capitalized terms used herein that are not defined shall have the meanings given to them in the Agreement.
