EXHIBIT 4.10
FIRST AMENDMENT TO WARRANT AGREEMENT
This First Amendment to the Warrant Agreement (this "Amendment") is
executed as of February 28, 2005, by and among GulfWest Energy Inc. (the
"Company"), a Texas corporation and Highbridge/▇▇▇▇▇ Special Opportunities Fund,
L.P. ("▇▇▇▇▇") and Drawbridge Special Opportunities Fund ("Drawbridge" and
together with ▇▇▇▇▇ the "Warrantholders").
A. The Company and the Warrantholders entered into that certain Warrant
Agreement dated April 27, 2004 (the "Agreement"), pursuant to which the Company
issued warrants (the "Warrants") to the Warrantholders to purchase an aggregate
amount of 2,035,621 shares of the common stock, par value $0.001 per share, of
the Company;
B. Section 12.1 of the Agreement provides that the Agreement may be
amended at any time with the consent of the Company and all of the holders of
the Warrants;
C. The undersigned constitute the holders of all of the Warrants issued
pursuant to the Agreement.
D. The parties desire to amend the Agreement by deleting Section 3.1(d)
of the Agreement.
NOW, THEREFORE, for and in consideration of the premises and covenants
set forth herein and for good and valuable consideration, the adequacy, receipt
and sufficiency of which are hereby acknowledged, the undersigned parties hereto
hereby agree as follows:
1. AMENDMENTS. Section 3.1(d) of the Agreement is hereby deleted in its
entirety.
2. CONTINUING EFFECT. Except as modified and amended hereby, the
Agreement is and shall remain in force and effect in accordance with its terms.
3. COUNTERPARTS; TELECOPIES. This Amendment may be executed in several
counterparts, all of which are identical, each of which shall be deemed an
original, and all of which counterparts together shall constitute one and the
same instrument.
4. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with, the laws of the State of Texas.
[SIGNATURE PAGE ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the date first written above.
GULFWEST ENERGY INC.
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
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Title: CEO
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HIGHBRIDGE/▇▇▇▇▇ SPECIAL
OPPORTUNITIES FUND, L.P.
By: ▇.▇. ▇▇▇▇▇ & Co., L.P.,
its General Partner
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: CHIEF FINANCIAL OFFICER
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DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP
By: Drawbridge Special Opportunities
GP LLC, its General Partner
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: CHIEF OPERATING OFFICER
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