Tri Valley Corp Watch

from 8-K ~10 pages Article 1 Definitions Article 2 Assets Purchased Article 3 Conditions to Closing Article 4 the Closing; Purchase Price Article 5 Effect of Closing Article 6 Representations and Warranties of Seller Article 7 Representations and Warranties of Purchaser Article 8 Survival of Representations and Warranties; Assumption of Obligations; Indemnification Article 9 Additional Agreements Article 10 General Provisions

from 8-K/A ~50 pages Article 1 Definitions Section 1.01 Defined Terms

from 8-K 1 page 6.1 Regulatory Approvals. Each of Pvco and Tri-Valley Shall Promptly Execute, File, and Obtain, or Join in the Execution, Filing and Obtaining of Any Application for Authorization of Any Governmental Authority in Connection With the Consummation of the Merger. the Parties Do Not Expect That the Approval of the Shareholders of Tri-Valley Will Be Necessary for Such Consummation, or That Any Permits Will Be Required for the Issuance of the Merger Consideration. Tri-Valley Shall Take Such Steps as May Be Necessary to Comply With the Securities Laws That May Be Applicable in Connection With the Merger. Pvco Shall Use Its Reasonable Efforts to Assist Tri-Valley to Comply With Said Securities Laws. 6.2 Audit. Upon Reasonable Written Request by Tri-Valley and Continuing for a Three-Year Period Following the Closing Date, Petrawest Shall Make Available During Normal Business Hours for Audit or Other Purposes, Petrawest's Books and Records for a Three-Year Prior to the Date of the Request That Relate to the Assets Held by Pvco on the Closing Date or That Are the Subject of the Assignment of Leases. 2. the Remainder of the Agreement Remains Un-Amended. [Signatures Follow] in Witness Whereof, the Parties Hereto Have Caused This Amendment to Be Duly Executed Effective as of the Agreement Date

from 8-K ~10 pages Plan of reorganization, merger, acquisition or similar

from 8-K 1 page 3) (Choose One) X the Undersigned Declares That a Plan of Merger Has Been Adopted by Each Constituent Entity. 4) Owner's Approval (Nrs 92a.200) (B) the Plan Was Approved by the Required Consent of the Owners Of: Coastal Oil Sands Co. Name of Merging Entity, if Applicable Pleasant Valley Energy Corporation Name of Merging Entity, if Applicable And, Or; Pleasant Valley Energy Corporation Name of Surviving Entity, if Applicable 5) Amendments, if Any, to the Articles or Certificate of the Surviving Entity. None 6) Location of Plan of Merger: X (B) the Entire Plan of Merger Is on File at the Registered Office of the Surviving Corporation, Limited-Liability Company or Business Trust, or at the Records Office Address if a Limited Partnership, or Other Place of Business of the Surviving Entity (Nrs 92a.200). 8) Signatures - Must Be Signed By: An Officer of Each Nevada Corporation; All General Partners of Each Nevada Limited Partnership; a Manager of Each Nevada Limited Liability Company With Managers or All the Members if There Are No Managers; a Trustee of Each Nevada Business Trust (Nrs 92a.230) Coastal Oil Sands Co. Signature Pleasant Valley Energy Corporation Signature Pleasant Valley Energy Corporation Signature