Ex. 10.8
AMENDMENT NO. 1
TO
GULF COAST OIL & GAS, INC.
SECURED CONVERTIBLE DEBENTURE NO. CCP-2
This Amendment No. 1 to Secured Convertible Debenture No. CCP-2 (this
"AMENDMENT") is entered into by and between GULF COAST OIL & GAS, INC., a Nevada
corporation (the "OBLIGOR"), and YA GLOBAL INVESTMENTS, L.P. (f/k/a CORNELL
CAPITAL PARTNERS, LP) (the "HOLDER").
WHEREAS:
A. The Obligor previously issued that certain Secured
Convertible Debenture No. CCP-2 to Holder (the "DEBENTURE").
B. The Obligor and the Holder desire to amend the Debenture 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 Obligor and the
Holder hereby agree as follows:
1. AMENDMENT OF PARAGRAPH THREE (3) "INTEREST". Paragraph
three (3) "INTEREST" of the Debenture is hereby amended by deleting the first
sentence in such Section and replacing it with the following:
"Interest shall accrue on the outstanding principal
balance hereof at an annual rate
equal to ten percent (10%) through May 31, 2008, and at an annual rate equal to
eighteen percent (18%) thereafter."
2. AMENDMENT OF SECTION 3(C)(I). Section 3(c)(i) of the
Debentures is hereby deleted in its entirety and replaced with the following:
"(c) (i) The Holder is entitled, at its option, to convert,
and sell on the same day, at any time, until payment in full
of this Debenture, all or any part of the principal amount of
the Debenture, plus accrued interest, into shares of the
Common Stock, par value $0.001 per share, at the price per
share equal to the lesser of (a) $.02916 (the "FIXED PRICE")
or (b) an amount equal to seventy-five percent (75%) of the
lowest volume weighted price (the "VWAP") of the Common Stock,
as quoted by Bloomberg, LP, for the ten (10) trading days
immediately preceding the Conversion Date which may be
adjusted pursuant to the other terms of this Debenture.
Subparagraphs (a) and (b) above are individually referred to
as a "CONVERSION PRICE."
3. AMENDMENT OF SECTION 3(C)(VIII). Section 3(c)(viii) of the
Debenture is hereby deleted in its entirety and replaced with the following:
"(c) (viii) All calculations under this SECTION 3 shall be
rounded to the nearest twelfth (12th) decimal, at the sole
option of the holder."
4. 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 Debenture shall remain unchanged and this Amendment and the
Debenture shall be deemed a single integrated instrument for all purposes.
[REMAINDER OF PAGE INTENTIONLLY LEFT BLANK]
IN WITNESS WHEREOF, the Obligor has caused this Amendment No. 1 to
Secured Convertible Debenture to be duly executed by a duly authorized officer
as of the date set forth above.
OBLIGOR:
GULF COAST OIL & GAS, INC.
By:
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President & CEO
AGREED AND ACKNOWLEDGED:
HOLDER:
YA GLOBAL INVESTMENTS, L.P.
By: Yorkville Advisors, LLC
Its: Investment Manager
By: ____________________________
Name: __________________________
Title: ________________________
