ASSET PURCHASE AND SALE AGREEMENTAsset Purchase and Sale Agreement • February 23rd, 2009 • South Texas Oil Co • Crude petroleum & natural gas • New York
This Asset Purchase and Sale Agreement (this "Agreement"), is made this February 20 2009, among South Texas Oil Company, a Nevada corporation and its Subsidiaries (collectively the “Company” or “Seller”), and Longview Fund, L.P., a California limited partnership, and its affiliates that appear as signatories to and have executed this Agreement (collectively, “Longview” or “Buyer”).
ASSET SALE WAIVER AND CONSENTAsset Sale Waiver and Consent • February 23rd, 2009 • South Texas Oil Co • Crude petroleum & natural gas • New York
THIS ASSET SALE WAIVER AND CONSENT (this “Agreement”) is made as of February 20, 2009, among South Texas Oil Company, a Nevada corporation (the “Company”) and the Subsidiaries, The Longview Fund, L.P., a California limited partnership (“Longview”), and Longview Marquis Master Fund, L.P., a British Virgin Islands limited partnership “Marquis” and, together with Longview, the “Buyers”), and Viking Asset Management, LLC, as agent for Longview and Marquis (the “Collateral Agent” or “Bridge Collateral Agent” as appropriate). Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to them in the Purchase Agreement or, if not defined therein, the Bridge Purchase Agreement, as both are defined herein.
SECURITIES EXCHANGE AGREEMENT Series A Convertible Preferred StockSecurities Exchange Agreement • February 23rd, 2009 • South Texas Oil Co • Crude petroleum & natural gas • New York
This Securities Exchange Agreement (this “Agreement”), is made this February 20, 2009, among South Texas Oil Company, a Nevada corporation and its Subsidiaries (collectively the “Company”), and Longview Fund, L.P., a California limited partnership, and its affiliates that appear as signatories to and have executed this Agreement (collectively, “Longview” or “Subscriber”). Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to them in the Purchase Agreement, as amended (as defined herein).
