SECURITIES PURCHASE AGREEMENT as Administrative and Collateral Agent THE PURCHASERS From Time to Time Party Hereto and GULF COAST OIL CORPORATION Dated: November 20, 2007Securities Purchase Agreement • November 27th, 2007 • New Century Energy Corp. • Crude petroleum & natural gas • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 20, 2007, among Gulf Coast Oil Corporation, a Delaware corporation (the “Company”), the purchasers from time to time a party hereto (each a “Purchaser” and collectively, the “Purchasers”), LV Administrative Services, Inc., a Delaware corporation, as administrative and collateral agent for each Purchaser, (the “Agent” and together with the Purchasers, the “Creditor Parties”).
ContractNew Century Energy Corp. • November 27th, 2007 • Crude petroleum & natural gas • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO GULF COAST OIL CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
MASTER SECURITY AGREEMENTMaster Security Agreement • November 27th, 2007 • New Century Energy Corp. • Crude petroleum & natural gas • New York
GUARANTY New York, New York November 20, 2007Guaranty • November 27th, 2007 • New Century Energy Corp. • Crude petroleum & natural gas • New York
FOR VALUE RECEIVED, and in consideration of note purchases from, loans made or to be made or credit otherwise extended or to be extended by the Purchasers (as defined below) to or for the account of Gulf Coast Oil Corporation, a Delaware corporation (the “Company”), from time to time and at any time and for other good and valuable consideration and to induce the Purchasers, in their discretion, to purchase such notes, make such loans or other extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as the Creditor Parties (as defined below) may deem advisable, each of the undersigned (and each of them if more than one, the liability under this Guaranty being joint and several) (jointly and severally referred to as “Guarantors” or “the undersigned”) unconditionally guaranties to the Creditor Parties, their successors, endorsees and assigns the prompt payment when due (whether by acceleration or otherwise) of all prese
ContractNew Century Energy Corp. • November 27th, 2007 • Crude petroleum & natural gas • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO GULF COAST OIL CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
NET PROFITS INTEREST AGREEMENT GULF COAST OIL CORPORATION and VALENS U.S. SPV I, LLC and VALENS OFFSHORE SPV II, CORP. Dated as of November 20, 2007Profits Interest Agreement • November 27th, 2007 • New Century Energy Corp. • Crude petroleum & natural gas • Texas
THIS NET PROFITS INTEREST AGREEMENT (“Agreement”) is made and entered into as of this 20th day of November, 2007, and is between GULF COAST OIL CORPORATION, a Delaware corporation (“WI Owner”), and VALENS U.S. SPV I, LLC, a Delaware limited liability company, and VALENS OFFSHORE SPV II, CORP., a Delaware corporation (collectively, “Assignees”).
