Ex. 10.5
AMENDMENT NO. 1 TO
WARRANT NO. CCP-004
GULF COAST OIL & GAS, INC.
THIS AMENDMENT NO. 1 TO WARRANT NO. CCP-004 (this "AMENDMENT"), is
entered into by and between GULF COAST OIL & GAS, INC., a Nevada corporation
(the "COMPANY"), and the undersigned Holder (the "HOLDER").
WHEREAS:
A. The Company previously executed and delivered Warrant No. CCP-004
(the "WARRANT") to the Holder.
B. The Company and the Holder desire to amend the Warrant as more fully
described herein.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Holder hereby agree as follows:
1. AMENDMENT OF SECTION 1(B)(VI). Section 1(b)(vi) of the Warrant is
hereby deleted in its entirety and replaced with the following:
"(vi) "EXPIRATION DATE" means the date seven (7) years from
the Issuance Date of this Warrant or, if such date falls on a
Saturday, Sunday or other day on which banks are required or
authorized to be closed in the City of New York or State of
New York or on which trading does not take place on the
Principal Exchange or automated quotation system on which the
Common Stock is traded (a "Holiday"), the next date that is
not a Holiday."
2. AMENDMENT OF SECTION 1(B)(XIII). Section 1(b)(xiii) of the Warrant
is hereby deleted in its entirety, and replaced with the following:
"(xiii) "WARRANT EXERCISE PRICE" shall be $0.001 or as
subsequently adjusted as provided in Section 8 hereof."
3. EFFECT ON OTHER TERMS. This Amendment shall be deemed effective as
of June 1, 2008, as if entered into on such date. All other terms set forth in
the Warrant shall remain unchanged and this Amendment and the Agreement shall be
deemed a single integrated instrument for all purposes.
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IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to
Warrant No. CCP-004 to be duly executed as of day and year first above written.
COMPANY:
GULF COAST OIL & GAS, INC.
By:
Name: Xxxxx Xxxxxx
Title: President & CEO
AGREED AND ACKNOWLEDGED:
HOLDER:
YA GLOBAL INVESTMENTS, L.P.
By: Yorkville Advisors, LLC
Its: Investment Manager
By: ____________________________
Name: __________________________
Title: ________________________
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