SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 16th, 2009 • South Texas Oil Co • Crude petroleum & natural gas • Texas
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 16, 2009, by and among South Texas Oil Company, a Nevada corporation with its principal offices located at 300 E. Sonterra Blvd., Suite 1220, San Antonio, Texas 78258 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (each individually, a “Buyer,” and collectively, the “Buyers”).
JUNE 2009 WAIVER AND AMENDMENT AGREEMENTJune 2009 Waiver and Amendment Agreement • June 16th, 2009 • South Texas Oil Co • Crude petroleum & natural gas • New York
THIS JUNE 2009 WAIVER AND AMENDMENT AGREEMENT (this “Agreement”) is made as of June 16, 2009, among South Texas Oil Company, a Nevada corporation (the “Company”), the Subsidiaries (as defined in the Purchase Agreements (as defined below)), Longview Marquis Master Fund, L.P., a British Virgin Islands limited partnership (“Marquis”), and Summerview Marquis Fund, L.P., a Delaware limited partnership (“Summerview” and, together with Marquis, the “Buyers”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • June 16th, 2009 • South Texas Oil Co • Crude petroleum & natural gas • New York
This INTERCREDITOR AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of June 10, 2009 is among SOUTH TEXAS OIL COMPANY, a Nevada corporation (the “Company”), SOUTHERN TEXAS OIL COMPANY., a Texas corporation (“Southern Texas”), STO OPERATING COMPANY, a Texas corporation (“STO Operating”), STO PROPERTIES LLC, a Texas limited liability company (“STO Properties”), STO DRILLING COMPANY, a Texas corporation (“STO Drilling”; each of Company, Southern Texas, STO Operating, STO Properties, STO Drilling and each other Person (as defined below) who guarantees, or grants a Lien (as defined below) on its assets to secure “Note Debt” (as defined below) and/or Convertible Debt (as defined below) is referred to individually as an “Obligor” and collectively as the “Obligors”), the Convertible Debt Creditors (as defined below), the Buyers (as defined below), and VIKING ASSET MANAGEMENT, LLC, a California limited liability c
FIRST AMENDMENT TO MORTGAGE, DEED OF TRUST, SECURITY AGREEMENT AND FINANCING STATEMENT FROM [______________], a [_________] TO [____________], AS TRUSTEE FOR THE BENEFIT OF Daniel Ryweck, as Collateral AgentSouth Texas Oil Co • June 16th, 2009 • Crude petroleum & natural gas • New York
THIS FIRST AMENDMENT TO MORTGAGE, DEED OF TRUST, SECURITY AGREEMENT AND FINANCING STATEMENT (this “Amendment”) is made as of the ____ day of [__________], 2009, by [___________], a [_______], whose address for notice is [________________] (“Mortgagor”) to [__________], as Trustee, whose address for notice is [_______________] (“Trustee”), for the benefit of Daniel Ryweck, an individual with his principal place of residence at 13911 Ridgedale Drive, Suite 375, Minnetonka, MN 55305, on his own behalf and in his capacity as collateral agent for the benefit of the holders of the Notes (as defined in the Mortgage described below) (together with its successors and assigns, the “Mortgagee”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Mortgage describe below.
AMENDMENT TO INTERCREDITOR AGREEMENTIntercreditor Agreement • June 16th, 2009 • South Texas Oil Co • Crude petroleum & natural gas
THIS AMENDMENT TO INTERCREDITOR AGREEMENT (this “Amendment”) is made as of June 16, 2009, by and among SOUTH TEXAS OIL COMPANY, a Nevada corporation (the “Company”), SOUTHERN TEXAS OIL COMPANY., a Texas corporation (“Southern Texas”), STO OPERATING COMPANY, a Texas corporation (“STO Operating”), STO PROPERTIES LLC, a Texas limited liability company (“STO Properties”), STO DRILLING COMPANY, a Texas corporation (“STO Drilling”; each of Company, Southern Texas, STO Operating, STO Properties, STO Drilling and each other Person (such term and each other capitalized term used but not defined herein shall have the meaning given to it in the Intercreditor Agreement described below) who guarantees, or grants a Lien on its assets to secure “Note Debt” and/or Convertible Debt is referred to individually as an “Obligor” and collectively as the “Obligors”), the Convertible Debt Creditors (as such term is amended hereby), the Buyers, and VIKING ASSET MANAGEMENT, LLC, a California limited liability c
ContractSecurities Purchase Agreement • June 16th, 2009 • South Texas Oil Co • Crude petroleum & natural gas • Texas
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SOUTH TEXAS OIL COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
