Unassociated Document

Exhibit 10.33

    FIRST
      AMENDMENT TO

    SECURITIES
      PURCHASE AGREEMENT, SECURED TERM NOTE

    AND
      REGISTRATION RIGHTS AGREEMENT

     

    THIS
      FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT, SECURED TERM NOTE AND
      REGISTRATION RIGHTS AGREEMENT (this “Amendment” or “First Amendment”) is entered
      into as of November2, 2007, to be effective as of May 1, 2007 (the “Effective
      Date”), by and between Texhoma Energy, Inc., a Nevada corporation (“Texhoma”)
      and its wholly owned subsidiary, Texaurus Energy, Inc. a Delaware corporation
      (“Texaurus” and collectively with Texhoma, each a “Corporation” and collectively
      the “Corporations”), and Laurus Master Fund, Ltd. (“Laurus”).

     

    BACKGROUND

     

    Texaurus
      and Laurus are parties to: (a) a Securities Purchase Agreement dated as of
      March
      28, 2006 (as amended, restated, supplemented or otherwise modified from time
      to
      time, the “SPA”); and (b) a Secured Term Note in the original amount of
      $8,500,000 issued on March 28, 2006 (as amended, restated, supplemented or
      otherwise modified from time to time, the “Note”).

     

    Texhoma
      and Laurus entered into a Registration Rights Agreement dated as of March 28,
      2006 (as amended, restated, supplemented or otherwise modified from time to
      time, the “Registration Rights Agreement”); pursuant to which Texhoma, among
      other things, has agreed to file a registration statement covering the
      Registrable Securities (as therein defined).

     

    The
      Corporation has requested that Laurus amend the SPA, the Registration Rights
      Agreement and the Note, and Laurus is willing to do so on the terms and
      conditions hereafter set forth.

     

    NOW,
      THEREFORE, in consideration of the agreements set forth herein, and for
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the parties hereto hereby agree as follows:

     

    1.           Current
      Reporting Requirements.  So long as the Corporation shall
      have delivered to Laurus, on or prior to December 15, 2007, evidence reasonably
      satisfactory to Laurus that Texhoma is then current on all of Texhoma’s
      Securities and Exchange Commission filings (the “SEC Filing Deliverable”),
      Laurus hereby  waives any Event of Default (as defined under the Note)
      occurring through and including December 15, 2007 or such earlier date as Laurus
      shall have received evidence of the SEC Filing Deliverable, but such waiver
      shall only extend to an Event of Default arising solely from Texhoma’s failure
      to be current on its filings with the Securities and Exchange
      Commission.

     

    2.           Amendments
      to Note.  Subject to satisfaction of the
      conditions precedent set forth in Section 4 below, the following Section 2.1(i),
      Change in Control, of the Note is hereby amended in its entirety to provide
      as
      follows:


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    “(i)           Change
      of Control.  A Change of Control (as defined below) shall occur
      with respect to the Company, unless Holder shall have expressly consented to
      such Change of Control in writing.  A “Change of
      Control” shall mean any event or circumstance as a result of which (i)
      any “Person” or “group” (as such terms are
      defined in Sections 13(d) and 14(d) of the Exchange Act, as in effect on the
      date hereof), other than the Holder, is or becomes the “beneficial
      owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange
      Act), directly or indirectly, of 35% or more on a fully diluted basis of the
      then outstanding voting equity interest of the Company (other than a
“Person” or “group” that beneficially owns 35%
      or more of such outstanding voting equity interests of the Company on the date
      hereof), (ii) unless the Holder provides its written consent thereto (which
      shall not be unreasonably withheld), the Board of Directors of the Company
      shall
      cease to include each of Daniel Vesco and William M. Simmons or (iii) the
      Company or any of its Subsidiaries merges or consolidates with, or sells all
      or
      substantially all of its assets to, any other person or entity;”

     

    


    3.           .Amendments
      to the Registration Rights
      Agreement.  Subject to satisfaction of
      the conditions precedent set forth in Section 4 below, the following defined
      term set forth in Section 1 of the Registration Rights Agreement is hereby
      amended in its entirety to provide as follows:

    “Effectiveness
      Date” means (i) with respect to the initial Registration Statement required
      to be filed hereunder, a date no later than April 30, 2008; and (ii) with
      respect to each additional Registration Statement required to be filed
      hereunder, if any, a date no later than thirty (30) days following the
      applicable Filing Date.”

     

    


    4.           Conditions
      of Effectiveness.  This Amendment shall
      become effective upon satisfaction of the following conditions
      precedent:  Laurus shall have received (i) a copy of this Amendment
      executed by Texhoma and Texaurus, (ii) all such certificates of insurance and
      evidence of property insurance (naming Laurus as additional insured, mortgagee
      and lenders’ loss payee, and (iii) all such other certificates, instruments,
      documents, agreements and opinions of counsel as may be required by Laurus
      or
      its counsel, if any, each of which shall be in form and substance satisfactory
      to Laurus and its counsel.

     

    5.           Representations
      and Warranties of the Corporation.  Each Corporation
      hereby represents and warrants as follows:

     

    (a)           This
      Amendment, the SPA, Registration Rights Agreement, and the Note, as amended
      hereby, constitute legal, valid and binding obligations of the companies party
      thereto and are enforceable against such companies in accordance with their
      respective terms.

     

    (b)           Upon
      the effectiveness of this Amendment, each Corporation, hereby reaffirms all
      covenants, representations and warranties made in the SPA and the Related
      Agreements (as defined in the SPA), as applicable, to the extent the same are
      not amended hereby
      and agree that all such covenants, representations and warranties shall be
      deemed to have been remade as of the effective date of this
      Amendment.

     

    (c)           No
      event of default has occurred and is continuing or would exist under any
      document, instrument or agreement by and between any Corporation and Laurus
      after giving effect to this Amendment.

     

    (d)           No
      Corporation has any defense, counterclaim or offset with respect to the SPA
      or
      any other Related Agreement (as defined in the SPA).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    6.           Effect
      on the Registration Rights Agreement.

     

    (a)           Except
      as specifically amended herein, the SPA, the Registration Rights Agreement,
      the
      Note, the other Related Agreements (as defined in the SPA) and all other
      documents, instruments and agreements executed and/or delivered in connection
      therewith, shall remain in full force and effect, and are hereby ratified and
      confirmed.

     

    (b)           The
      execution, delivery and effectiveness of this Amendment shall not operate as
      a
      waiver of any right, power or remedy of Laurus, nor constitute a waiver of
      any
      provision of the SPA, the Registration Rights Agreement, the Note, any Related
      Agreement (as defined in the SPA) or any other documents, instruments or
      agreements executed and/or delivered under or in connection
      therewith.

     

    7.           Governing
      Law.  This Amendment shall be binding
      upon and inure to the benefit of the parties hereto and their respective
      successors and assigns and shall be governed by and construed in accordance
      with
      the laws of the State of New York.

     

    8.           Headings.  Section
      headings in this Amendment are included herein for convenience of reference
      only
      and shall not constitute a part of this Amendment for any other
      purpose.

     

    9.           Counterparts;
      Facsimile.  This Amendment may be
      executed by the parties hereto in one or more counterparts, each of which shall
      be deemed an original and all of which when taken together shall constitute
      one
      and the same agreement.  Any signature delivered by a party by
      facsimile transmission shall be deemed to be an original signature
      hereto.

     

    


     

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      of page left intentionally blank. Signature Pages to Follow.]


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    IN
      WITNESS WHEREOF, this Amendment has been duly executed as of the day and year
      first written above to be effective as of the Effective Date set forth
      above.

     

    


     

    TEXHOMA
      ENERGY, INC.

     

    
      	
               

            	
              By:
                /s/ Daniel
                Vesco____________________

            


    

     

    
      	
               

            	
              Name:
                Daniel Vesco

            


    

     

    
      	
               

            	
              Title:  CEO

            


    

     

    
      	
               

            	
              TEXAURUS
                ENERGY, INC.

            


    

     

    
      	
               

            	
              By:/s/
                Daniel
                Vesco____________________

            


    

     

    
      	
               

            	
              Name:  Daniel
                Vesco

            


    

     

    
      	
               

            	
              Title:  CEO

            


    

     

    LAURUS
      MASTER FUND, LTD.

     

    
      	
               

            	
              By:/s/
                Eugene
                Grin_____________________

            


    

     

    
      	
               

            	
              Name:  Eugene
                Grin

            


    

     

    
      	
               

            	
              Title:
                Director