Exhibit 99.1
FORM OF EXTENSION AGREEMENT
(Baseline Oil & Gas Corp. 10% Convertible Note)
AGREEMENT, dated as of May 31, 2007, by and between [Note holder]
("Payee") and Baseline Oil & Gas Corp. f/k/a/ College Oak Investments, Inc. (the
"Company").
WHEREAS, the Company has previously issued its 10% Convertible Promissory
Note, dated November 15, 2005 in favor of Payee (the "Note");
WHEREAS, the parties propose to amend the Note on the terms and conditions
set forth below;
IT IS, THEREFORE, AGREED:
1. All defined terms set forth herein shall have the same meaning as set
forth in the Note.
2. The Maturity Date of the Note is hereby changed from the earlier of May
15, 2007 or the date of consummation by the Company of a merger, combination or
sale of substantially all of its assets or the purchase by a single entity or
person or group of affiliated entities or persons of more than fifty (50%)
percent of the voting stock of the Company (a "Merger Transaction") to the
earlier of November 15, 2007 or the date of consummation of a Merger
Transaction.
3. Subject to Sections 3B and 3C of the Note (pertaining to penalty
interest and maximum rates, respectively), the outstanding Principal Amount
shall bear interest at the rate of twelve (12%) percent per annum, beginning as
of the effective date of this Extension Agreement as set forth above in the
first line of this Extension Agreement.
4. Promptly following execution and return of this Extension Agreement by
Payee to the Company, the Company shall issue and deliver to Payee [INSERT #]
restricted shares of the Company's Common Stock (calculated by multiplying the
Principal Amount by eight (8%) percent and dividing such sum by $0.50).
5. This Extension Agreement may be executed in one or more counterparts,
all of which together shall be treated as a single instrument. Except as set
forth herein, all of the terms and conditions of the Note shall remain in full
force and effect. Payee represents and warrants that it is the holder of the
Note, and that none of Payee's rights thereunder have been assigned and that no
Event of Default has occurred under the Note.
IN WITNESS WHEREOF, the parties have executed this Extension Agreement as
of the date first above written.
BASELINE OIL & GAS CORP.
By: _____________________________ ______________________________
Name: [NOTE HOLDER]
Position:
