AMENDMENT NO. 2 TO INVESTOR REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO.2 (the "Amendment") is made and entered into effective
as of March 31, 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"), DAVID GONZALEZ, ESQ. (the "Escrow
Agent") and CORNELL CAPITAL PARTNERS, LP, CERTAIN WEALTH, LTD., and TAIB BANK,
B.S.C. (c) (collectively, the "Investors").
Recitals:
WHEREAS, on or about February 1, 2006, the Company and the Investors
entered into a series of financing agreements (the "Transaction Documents"),
including, without limitation the Securities Purchase Agreement, the convertible
debentures issued thereto, and the Agreement (as defined herein), pursuant to
which, among other things, the Investors agreed to advance the Company the
aggregate of Two Million Dollars ($2,000,000) of secured convertible debentures;
WHEREAS, on or about March 15, 2006, the Company and the Investors entered
into an Amendment No.1 to the Investor Registration Rights Agreement ("Amendment
No.1"), extending certain deadlines contained in the Agreement;
WHEREAS, the parties hereto desire to amend the Agreement and Amendment
No.1 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
June 2, 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."
3. Notwithstanding anything to the contrary in the Transaction
Documents, the Company hereby covenants that it shall have received
sufficient consents from its shareholders to increase its number of
authorized shares of Common Stock to the number set forth in the
Transaction Documents by no later than April 28, 2006.
4. Notwithstanding anything to the contrary herein or in the
Transaction Documents, in the event the Company fails to file the
Registration Statement by the Scheduled Filing Deadline (as defined
herein), or fails to receive sufficient consents to increase its
number of authorized shares of Common Stock as set forth herein, the
Company shall pay to Investors two (2) months of liquidated damages
in accordance with the calculation set forth in Section 2 (c) of the
Agreement, in addition to any remedies contained in the Transaction
Documents.
[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/ Rahim Rayani By: Yorkville Advisors, LLC
Name: Rahim Rayani Its: General Partner
Title: President & CEO
By: /s/ Mark A. Angelo
Name: Mark A. Angelo
Title: Portfolio Manager
CERTAIN WEALTH, LTD.
By: /s/ Larry Chaleff
Name: Larry Chaleff
TAIB BANK, B.S.C. (c)
By: /s/ Larry Chaleff
Name: Larry Chaleff