	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

GULFSLOPE ENERGY, INC.

(Name of Issuer)

Common Stock, $0.001 par value (the “Common Stock”)

(Title of Class of Securities)

40273W105

(CUSIP Number)

Leora Pratt Levin

Delek Group Ltd.

19 Abba Eban Blvd. P.O.B. 2054

Herzliya 4612001, Israel

Tel: (+972 9) 8638492

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 22, 2019

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. □

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 40273W105
	1.	Names of Reporting Persons SHARON ITSHAK
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) □
	6.	Citizenship or Place of Organization Israel
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 301,426,999*
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 301,426,999*
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 301,426,999*
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) □
	13.	Percent of Class Represented by Amount in Row (11) 26.1%**
	14.	Type of Reporting Person (See Instructions) IN

* Consists of (i) 276,518,459 shares of common stock, $0.001 par value (the “Common Stock”), of GulfSlope Energy, Inc. (the “Issuer”) held of record by Delek GOM Investments, LLC. (“Delek GOM Investments”); and (ii) 24,908,540 shares of Common Stock, or the maximum number of shares issuable upon conversion of a convertible debenture at a conversion price of $0.05 at Delek GOM Investment’s option on December 23, 2019, the 60^th day after the filing date of this Schedule 13D, including (A) principal of $1,220,548 and (B) accrued and unpaid principal as of that date (based on an interest rate of 12% per annum) of $24,879. See Item 2 of the Original Schedule 13D for information on the reporting person’s indirect beneficial ownership of the shares of Common Stock.

** This percentage is calculated based on (i) information set forth in the Issuer’s Amendment No. 1 to the Registration Statement on Form S-1 (“Form S-1/A”) filed with the Securities and Exchange Commission (“SEC”) on October 18, 2019, according to which there were 1,092,266,844 shares of Common Stock outstanding as of October 14, 2019, (ii) 38,423,221 shares of Common Stock issued to Delek GOM Investments on October 22, 2019 and (iii) 24,908,540 shares of Common Stock, the maximum number of shares issuable upon conversion of a convertible debenture held by Delek GOM Investments at a conversion price of $0.05 on December 23, 2019, the 60^th day after the filing of this Schedule 13D, including principal of $1,220,548 and accrued and unpaid principal as of that date (based on an interest rate of 12% per annum) of $24,879.

CUSIP No. 40273W105
	1.	Names of Reporting Persons DELEK GROUP LTD.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) □
	6.	Citizenship or Place of Organization Israel
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 301,426,999*
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 301,426,999*
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 301,426,999*
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) □
	13.	Percent of Class Represented by Amount in Row (11) 26.1%**
	14.	Type of Reporting Person (See Instructions) CO

* Consists of (i) 276,518,459 shares of Common Stock of Issuer held of record by Delek GOM Investments; and (ii) 24,908,540 shares of Common Stock, or the maximum number of shares issuable upon conversion of a convertible debenture at a conversion price of $0.05 at Delek GOM Investment’s option on December 23, 2019, the 60^th day after the filing date of this Schedule 13D, including (A) principal of $1,220,548 and (B) accrued and unpaid principal as of that date (based on an interest rate of 12% per annum) of $24,879. See Item 2 of the Original Schedule 13D for information on the reporting person’s indirect beneficial ownership of the shares of Common Stock.

** This percentage is calculated based on (i) information set forth in the Issuer’s Form S-1/A filed with the SEC on October 18, 2019, according to which there were 1,092,266,844 shares of Common Stock outstanding as of October 14, 2019, (ii) 38,423,221 shares of Common Stock issued to Delek GOM Investments on October 22, 2019 and (iii) 24,908,540 shares of Common Stock, the maximum number of shares issuable upon conversion of a convertible debenture held by Delek GOM Investments at a conversion price of $0.05 on December 23, 2019, the 60th day after the filing of this Schedule 13D, including principal of $1,220,548 and accrued and unpaid principal as of that date (based on an interest rate of 12% per annum) of $24,879.

CUSIP No. 40273W105
	1.	Names of Reporting Persons DKL INVESTMENTS LIMITED
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) □
	6.	Citizenship or Place of Organization Jersey (Channel Islands)
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 301,426,999*
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 301,426,999*
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 301,426,999*
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) □
	13.	Percent of Class Represented by Amount in Row (11) 26.1%**
	14.	Type of Reporting Person (See Instructions) CO

** This percentage is calculated based on (i) information set forth in the Issuer’s Form S-1/A filed with the SEC on October 18, 2019, according to which there were 1,092,266,844 shares of Common Stock outstanding as of October 14, 2019, (ii) 38,423,221 shares of Common Stock issued to Delek GOM Investments on October 22, 2019 and (iii) 24,908,540 shares of Common Stock, the maximum number of shares issuable upon conversion of a convertible debenture held by Delek GOM Investments at a conversion price of $0.05 on December 23, 2019, the 60^th day after the filing of this Schedule 13D, including principal of $1,220,548 and accrued and unpaid principal as of that date (based on an interest rate of 12% per annum) of $24,879.

CUSIP No. 40273W105
	1.	Names of Reporting Persons DELEK GOM HOLDINGS, LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) □
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 301,426,999*
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 301,426,999*
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 301,426,999*
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) □
	13.	Percent of Class Represented by Amount in Row (11) 26.1%**
	14.	Type of Reporting Person (See Instructions) OO

** This percentage is calculated based on (i) information set forth in the Issuer’s Form S-1/A filed with the SEC on October 18, 2019, according to which there were 1,092,266,844 shares of Common Stock outstanding as of October 14, 2019, (ii) 38,423,221 shares of Common Stock issued to Delek GOM Investments on October 22, 2019 and (iii) 24,908,540 shares of Common Stock, the maximum number of shares issuable upon conversion of a convertible debenture held by Delek GOM Investments at a conversion price of $0.05 on December 23, 2019, the 60^th day after the filing of this Schedule 13D, including principal of $1,220,548 and accrued and unpaid principal as of that date (based on an interest rate of 12% per annum) of $24,879.

CUSIP No. 40273W105
	1.	Names of Reporting Persons DELEK GOM INVESTMENTS, LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) □
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 301,426,999*
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 301,426,999*
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 301,426,999*
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) □
	13.	Percent of Class Represented by Amount in Row (11) 26.1%**
	14.	Type of Reporting Person (See Instructions) OO

** This percentage is calculated based on (i) information set forth in the Issuer’s Form S-1/A filed with the SEC on October 18, 2019, according to which there were 1,092,266,844 shares of Common Stock outstanding as of October 14, 2019, (ii) 38,423,221 shares of Common Stock issued to Delek GOM Investments on October 22, 2019 and (iii) 24,908,540 shares of Common Stock, the maximum number of shares issuable upon conversion of a convertible debenture held by Delek GOM Investments at a conversion price of $0.05 on December 23, 2019, the 60^th day after the filing of this Schedule 13D, including principal of $1,220,548 and accrued and unpaid principal as of that date (based on an interest rate of 12% per annum) of $24,879.

Introductory Note

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) amends and supplements the Schedule 13D originally filed with the SEC on March 7, 2019, as amended by Amendment No. 1 to Schedule 13D on March 27, 2019 (as amended by Amendment No. 1, the “Original Schedule 13D” and, the Original Schedule 13D as amended by Amendment No. 2, the “Schedule 13D”), on behalf of the Reporting Persons with respect to the shares of common stock, par value $0.001 per share (the “Common Stock”), of GulfSlope Energy, Inc., a Delaware corporation (the “Issuer”). The Original Schedule 13D remains in full force and effect, except as specifically amended by this Amendment No. 2.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Original Schedule 13D is hereby amended and supplemented as follows:

On October 22, 2019, the Issuer and Delek GOM Investments, LLC (“Delek GOM Investments”) entered into a Post-Drilling Agreement Regarding Certain Issues (“Post-Drilling Agreement”) pursuant to which the Issuer issued 38,423,221 shares of Common Stock (the “Insurance Proceeds Shares”) to Delek GOM Investment as compensation with respect to certain insurance proceeds.

As payoff for the Issuer’s outstanding obligations of $1,220,548 (“Term Loan Payoff”) under the Term Loan Agreement, the Issuer agreed to issue a convertible debenture (the “Convertible Debenture”) to Delek GOM Investments in a principal amount equal to the Term Loan Payoff of $1,220,548.

Item 5. Purpose of Transaction

a.	Aggregate number and percentage of securities.

Delek GOM Investments is the owner of record of 276,518,459 shares of Common Stock beneficially owned pursuant to its exercise of the Warrants and receipt of the Insurance Proceeds Shares. Delek GOM Investments is also the beneficial owner of the 24,908,540 shares of Common Stock, the maximum number of shares issuable upon the conversion of the Convertible Debenture. Each of the Reporting Persons, as a result of the relationships described in Item 2, may be deemed to directly or indirectly beneficially own the shares of Common Stock beneficially owned by Delek GOM Investments.

See also items 11 and 13 of the cover pages to, and Item 2 of, this Schedule 13D for the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons. The ownership percentages reported in this Schedule 13D are based on (i) an aggregate of 1,092,266,844 shares of Common Stock outstanding as of October 14, 2019 as reported in the Issuer’s Amendment No. 1 to Registration Statement on Form S-1 filed on October 18, 2019, (ii) the Insurance Proceeds Shares, consisting of 38,423,221 shares of Common Stock directly owned by Delek GOM Investments and (iii) 24,908,540 shares of Common Stock, the maximum number of shares of Common Stock issuable upon conversion at Delek GOM Investment’s option of the Convertible Debenture at a conversion price of $0.05, assuming conversion occurs on December 23, 2019, or the 60^th day after the filing date of this Schedule 13D. This amount includes the conversion of (a) principal of $1,220,548 and (b) accrued and unpaid interest (accruing at 12% per annum) of $24,879 as of that date.

Power to vote and dispose. See items 7 through 10 of the cover pages to, and Item 2 of, this Schedule 13D for the number of shares of Common Stock beneficially owned by each of the Reporting Persons as to which there is sole or shared power to vote or to direct the vote, and sole or shared power to dispose or to direct the disposition.

c.	Transactions within the past 60 days. Except for the information set forth herein, including in Items 3, 4 and 6, which is incorporated herein by reference, none of the Reporting Persons has effected any transaction related to the Common Stock during the past 60 days.

d.	Certain rights of other persons. Not applicable.

e.	Date ceased to be a 5% owner. Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Original Schedule 13D is hereby amended and restated in its entirety as set forth below:

The information in Item 3 regarding the terms of the Term Loan Agreement and the Warrants is incorporated by reference herein to the extent applicable.

Participation Agreement

On January 1, 2018, the Issuer entered into a participation agreement (the “Participation Agreement”) with Delek GOM Investments, a subsidiary of Delek Group, and Texas South Energy, Inc. (“Texas South”) governing the parties’ participation in the drilling of a multi-phase exploration program targeting the Issuer’s prospects located on the Issuer’s existing leases. Pursuant to the Participation Agreement, Delek Group will have the right to enter into a stock purchase agreement to purchase up to 5% of the Issuer’s Common Stock for each phase (capped at 20% in the aggregate), upon the fulfillment of milestones and obligations for each phase, at a price per share equal to a 10% discount to the 30-day weighted average closing price for the Common Stock preceding the purchase. This right to enter into a stock purchase agreement to purchase shares of the Issuer’s Common Stock will expire on January 1, 2020. On March 11, 2019, Delek GOM Investments notified the Issuer that it is exercising such right under the Participation Agreement to enter into a stock purchase agreement. The Parties have not yet entered into any stock purchase agreement or any other agreement with respect to the exercise of the right.

Term Loan Agreement

On March 1, 2019, the Issuer entered into the Term Loan Agreement by and between the Issuer, as borrower, and Delek GOM Investments, as lender. In the Term Loan Agreement, Delek GOM Investments agreed to provide the Issuer with multiple draw term loans in an aggregate stated principal amount of up to $11.0 million (the “Term Loan Facility” and the loans thereunder, the “Loans”). As of March 7, 2019, the Issuer had borrowed a total of $10.0 million under the Term Loan Facility. The maturity date of the Term Loan Facility is six months following the closing date of the Term Loan Agreement. Until such maturity date, the Loans under the Term Loan Agreement shall bear interest at a rate per annum equal to 5.0%, payable in arrears on the maturity date. If an event of default occurs, all Loans under the Term Loan Agreement shall bear interest at a rate equal to 7.0%, payable on demand. The Term Loan Agreement contains certain customary representations and warranties, certain affirmative and negative covenants and certain events of default. Amounts outstanding under the Term Loan Agreement are secured by a security interest in substantially all of the properties and assets of the Issuer.

In connection with the exercise of the Warrants, Delek GOM Investments extinguished the Issuer’s outstanding obligations under the Term Loan Agreement as of March 6, 2019. If the Issuer requests additional Loans up to $1.0 million under the Term Loan Agreement, the Issuer will be obligated to issue a new warrant to purchase the number of shares of Common Stock equal to the quotient of the total Loans divided by $0.042, with an exercise price of $0.042 per share.

Registration Rights Agreement

On March 25, 2019, the Issuer and Delek GOM Investments entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Issuer has agreed to file a registration statement upon demand relating to the registered resale from time to time of (i) shares of Common Stock issued or issuable upon the exercise of the Warrants and (ii) certain other shares of Common Stock owned or acquired by Delek GOM Investments or its affiliates. The Registration Rights Agreement also provides piggyback registration rights. In connection with the Post-Drilling Agreement, the Issuer has agreed to amend the Registration Rights Agreement to include the shares of Common Stock underlying the Convertible Debenture and the Insurance Proceeds Shares.

Post-Drilling Agreement

On October 22, 2019, the Issuer entered into the Post-Drilling Agreement pursuant to which, among other items, the Issuer agreed to issue the Insurance Proceeds Shares and issue the Convertible Debenture, as described below, as payment of the Term Loan Payoff under the Term Loan Agreement. In addition, the Issuer agreed to amend the Registration Rights Agreement as described above.

Convertible Debenture

On October 22, 2019, the Issuer issued the Convertible Debenture to Delek GOM Investments. The Convertible Debenture is convertible at the option of Delek GOM Investments at any time in whole or in part for up to 24,410,960 shares of Common Stock at a conversion price of $0.05 per share. Interest on the Convertible Debenture is accruable at 12% per annum and the maturity of the Convertible Debenture is October 22, 2020 (which interest rate will increase to 15% per annum upon any Event of Default). The Issuer has a right to prepay the Convertible Debenture prior to maturity for an amount equal to the outstanding principal balance plus accrued and unpaid interest. Absent any restrictions under the federal securities laws, Delek GOM Investment’s ability to sell shares of Common Stock issued upon conversion of the Convertible Debenture will be limited, in any one-month period, to 10% (ten percent) of the total volume of such converted shares.

The foregoing descriptions of the Participation Agreement, Term Loan Agreement, the Warrants, the Registration Rights Agreement and the Convertible Debenture are qualified in their entirety by reference to such agreements, copies of which are filed as Exhibits 7.1, 7.2, 7.3, 7.4 and 7.5 hereto, respectively, and incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

Item 7 of the Original Schedule 13D is hereby amended and restated in its entirety as set forth below:

Exhibit 7.1		Participation Agreement, dated January 1, 2018 by and among the Issuer, Texas South Energy, Inc. and Delek GOM Investments, LLC (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K of the Issuer filed on January 12, 2018).

Exhibit 7.2		Term Loan Agreement by and between the Issuer and Delek GOM Investments, LLC, dated as of March 1, 2019 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Issuer filed on March 7, 2019).

Exhibit 7.3		Form of Warrant Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Issuer filed on March 7, 2019).

Exhibit 7.4		Registration Rights Agreement, dated March 25, 2019, between the Issuer and Delek GOM Investments, LLC (filed with Amendment No. 1 to Schedule 13D).

Exhibit 7.5		Convertible Debenture, dated October 22, 2019.

Exhibit 7.6		Joint Filing Agreement, dated as of March 7, 2019, by and among the Reporting Persons (filed with Original Schedule 13D).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 24, 2019

ITSHAK SHARON (TSHUVA)

	/s/ Itshak Sharon (Tshuva)
	By: Itshak Sharon (Tshuva)



DELEK GROUP LTD.

	/s/ Leora Pratt Levin
	By: Leora Pratt Levin
	Its: Authorized Person


DKL INVESTMENTS LIMITED

	/s/ Danny Cole
	By: Danny Cole
	Its: Authorized Person


DELEK GOM HOLDINGS, LLC

	/s/ Leora Pratt Levin
	By: Leora Pratt Levin
	Its: Authorized Person

DELEK GOM INVESTMENTS, LLC

	/s/ Leora Pratt Levin
	By: Leora Pratt Levin
	Its: Authorized Person

Schedule I

DIRECTORS AND EXECUTIVE OFFICERS OF DELEK GROUP LTD.

The directors and executive officers of Delek Group Ltd. are set forth below.

Each of the individuals listed below is a citizen of Israel. The principal business address of each of the executive officers, and, unless otherwise noted, directors listed below is 19 Abba Eban Blvd. P.O.B. 2054, Herzliya 4612001, Israel. The present principal occupation or employment of each of the executive officers is his or her position at the Company. For each of the directors, the present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted is below.

Name	Title
Asaf Bartfeld	President and Chief Executive Officer
Idan Wallace	Deputy CEO
Barak Mashraki	Executive VP and CFO
Leora Pratt Levin	Executive VP and Chief Legal Counsel
Yossi Barnea	Chief Investment Officer
Ido Adar	Treasurer
Niv Sarne	Head of Energy, Business Development & M&A
Adv. Boaz M. Schnitzer	Head of Global Taxation & Structuring
Itzhak Sharon Tshuva	Director
Gabriel Last	Director
Roni Ron Milo	Director
Abraham Harel	Director
Carmit Elroy	Director
Yehudit Teitelman Zeidenberg	Director
Shimon Doron	Director

EXHIBIT INDEX

Exhibit 7.1		Participation Agreement, dated January 1, 2018 by and among the Issuer, Texas South Energy, Inc. and Delek GOM Investments, LLC (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K of the Issuer filed on January 12, 2018).

Exhibit 7.2		Term Loan Agreement by and between the Issuer and Delek GOM Investments, LLC, dated as of March 1, 2019 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Issuer filed on March 7, 2019).

Exhibit 7.3		Form of Warrant Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Issuer filed on March 7, 2019).

Exhibit 7.4		Registration Rights Agreement, dated March 25, 2019, between the Issuer and Delek GOM Investments, LLC (filed with Amendment No. 1 to Schedule 13D).

Exhibit 7.5		Convertible Debenture, dated October 22, 2019.

Exhibit 7.6		Joint Filing Agreement, dated as of March 7, 2019, by and among the Reporting Persons (filed with Original Schedule 13D).

Exhibit 7.5

NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

GULFSLOPE ENERGY, INC.

Convertible Debenture

Principal Amount: $1,220,548.00

Debenture Issuance Date: October 22, 2019

Debenture Number: GSPE-2

FOR VALUE RECEIVED, GULFSLOPE ENERGY, INC., a Delaware corporation (the “Company”), hereby promises to pay to the order of Delek GOM Investments, LLC, or its registered assigns (the “Holder”) the amount set out above as the Principal Amount (as reduced pursuant to the terms hereof pursuant to conversion or otherwise, the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate from the date set out above as the Debenture Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether upon an Interest Date (as defined below), the Maturity Date or acceleration, conversion or otherwise (in each case in accordance with the terms hereof). This Convertible Debenture (including all debentures issued in exchange, transfer or replacement hereof, this “Debenture”) was originally issued pursuant to the Post Drilling Agreement Regarding Certain Issues of even date herewith (the “Agreement”) between the Company and the Holder. Certain capitalized terms used herein are defined in Section 16 hereof.

(1) GENERAL TERMS.

(a) Maturity Date. The “Maturity Date” shall be October 22, 2020, as may be extended at the option of the Holder. Subject to the immediately following sentence, the Company may repay the outstanding principal amount of this Debenture, or any portion thereof, plus accrued and unpaid interest to the date of payment, at any time without penalty. With respect to any such prepayment, the Company shall provide Holder with five (5) business days written notice prior to repayment, during which such time Holder may elect to convert this Debenture in accordance with Section 3.

(b) Interest Rate and Payment of Interest. Interest shall accrue on the outstanding principal balance hereof at an annual rate equal to 12.0% (“Interest Rate”), which Interest Rate shall be equal to 15% per year upon an Event of Default. Interest shall be calculated on the basis of a 365-day year and the actual number of days elapsed, to the extent permitted by applicable law.

(2) EVENTS OF DEFAULT.

(a) An “Event of Default”, wherever used herein, means any one of the following events (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

(i) the Company’s failure to pay to the Holder any amount of Principal, Interest, or other amounts when and as due under this Debenture or any other Transaction Document within five (5) Business Days after such payment is due;

(ii) The Company or any subsidiary of the Company shall commence, or there shall be commenced against the Company or any subsidiary of the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company or any subsidiary of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company or any subsidiary of the Company or there is commenced against the Company or any subsidiary of the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of 61 days; or the Company or any subsidiary of the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company or any subsidiary of the Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of sixty one (61) days; or the Company or any subsidiary of the Company makes a general assignment for the benefit of creditors; or the Company or any subsidiary of the Company shall fail to pay, or shall state in writing that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company or any subsidiary of the Company shall convene a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company or any subsidiary of the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company or any subsidiary of the Company for the purpose of effecting any of the foregoing;

(iii) The Company or any subsidiary of the Company shall default in any of its obligations under any other debenture or any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement of the Company or any subsidiary of the Company in an amount exceeding $100,000, whether such indebtedness now exists or shall hereafter be created and such default is not cured or waived within five (5) Business Days;

(iv) The Common Stock shall cease to be quoted or listed for trading, as applicable, on a Primary Market for a period of 10 consecutive Trading Days;

(v) The Company or any subsidiary of the Company shall be a party to any Change of Control Transaction (as defined in Section 16) unless in connection with such Change of Control Transaction this Debenture is retired;

(vi) the Company’s (A) failure to cure a Conversion Failure by delivery of (I) the required number of shares of Common Stock or (II) the Buy-In Price within five (5) Business Days after the applicable Conversion Failure or (B) written notice to any holder of the Debentures, or notice by way of public announcement, at any time, of its intention not to comply with a request for conversion of any Debentures into shares of Common Stock that is tendered in accordance with the provisions of the Debentures, other than pursuant to Section 4(c);

(vii) The Company shall fail for any reason to deliver the payment in cash pursuant to a Buy-In (as defined herein) within five (5) Business Days after such payment is due;

(viii) The Company shall fail to observe or perform any other material covenant, agreement or warranty contained in, or otherwise commit any material breach or default of any provision of this Debenture (except as may be covered by Section 2(a)(i) through 2(a)(vii) hereof) or any Transaction Document (as defined in Section 16) which is not cured within the time prescribed.

(ix) any Event of Default (as defined in the Other Debentures) occurs with respect to any Other Debentures.

(b) During the time that any portion of this Debenture is outstanding, if any Event of Default has occurred and is continuing, the full unpaid Principal amount of this Debenture, together with interest and other amounts owing in respect thereof, to the date of acceleration shall become at the Holder’s election, immediately due and payable in cash; provided that if the Event of Default is due to the Company’s failure to timely issue Conversion Shares or Warrant Shares then the amount due upon acceleration shall be 150% of the full unpaid Principal amount of this Debenture, plus accrued but unpaid interest. Furthermore, in addition to any other remedies, the Holder shall have the right (but not the obligation) to convert this Debenture at any time after an Event of Default (provided that such Event of Default is continuing) at the Default Conversion Price. The Holder need not provide and the Company hereby waives any presentment, demand, protest or other notice of any kind, (other than required notice of conversion) and the Holder may immediately enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by Holder at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

(3) CONVERSION OF DEBENTURE. This Debenture shall be convertible into shares of the Company’s Common Stock, on the terms and conditions set forth in this Section 3.

(a) Conversion Right. Subject to the provisions of Section 3(c), at any time or times on or after the Issuance Date, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into fully paid and nonassessable shares of Common Stock in accordance with Section 3(c), at the Conversion Rate (as defined below). The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to this Section 3(a) shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price (the “Conversion Rate”). The Company shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share. The Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Stock upon conversion of any Conversion Amount.

(i) “Conversion Amount” means the portion of the Principal and accrued Interest to be converted, redeemed or otherwise with respect to which this determination is being made.

(b) “Conversion Price” means, as of any Conversion Date (as defined below) or other date of determination shall be $0.05 per share (the “Conversion Price”). The Conversion Price shall be adjusted from time to time pursuant to the other terms and conditions of this Debenture.

(i) Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall (A) transmit by facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section 3(c)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third Business Day following the date of receipt of a Conversion Notice (the “Share Delivery Date”), the Company shall (X) if legends are not required to be placed on certificates of Common Stock and provided that the Transfer Agent is participating in the Depository Trust Company’s (“DTC”) Fast Automated

Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to federal or state securities laws and the rules and regulations of the Commission or state securities authorities. If this Debenture is physically surrendered for conversion and the outstanding Principal of this Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Debenture and at its own expense, issue and deliver to the holder a new Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

(ii) Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company’s receipt of the facsimile copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon such holder’s conversion of any Conversion Amount (a “Conversion Failure”), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by the Holder of Common Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Stock and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the Conversion Date.

(iii) Book-Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Debenture in accordance with the terms hereof, the Holder shall not be required to physically surrender this Debenture to the Company unless (A) the full Conversion Amount represented by this Debenture is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Debenture upon physical surrender of this Debenture. The Holder and the Company shall maintain records showing the Principal and Interest converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Debenture upon conversion.

(d) [Reserved].

(e) Other Provisions.

(i) The Company shall at all times reserve and keep available out of its authorized Common Stock the full number of shares of Common Stock issuable upon conversion of all outstanding amounts under this Debenture; and within three (3) Business Days following the receipt by the Company of a Holder’s notice that such minimum number of Underlying Shares is not so reserved, the Company shall promptly reserve a sufficient number of shares of Common Stock to comply with such requirement.

(ii) All calculations under this Section 3 shall be rounded to the nearest $0.0001 or whole share.

(iii) The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock solely for the purpose of issuance upon conversion of this Debenture and payment of interest on this Debenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the Holder, not less than such number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions set forth herein) upon the conversion of the outstanding principal amount of this Debenture and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid, nonassessable and, if the Underlying Shares Registration Statement has been declared effective under the Securities Act, registered for public sale in accordance with such Underlying Shares Registration Statement.

(iv) Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 2 herein for the Company’s failure to deliver certificates representing shares of Common Stock upon conversion within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief, in each case without the need to post a bond or provide other security. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

(v) Conversion Costs. The Company agrees to reimburse the Holder for costs incurred for any legal opinions paid for by the Holder in connection with sale of underlying shares of Common Stock (provided that the Company has first had the opportunity to obtain such a legal opinion on behalf of the Holder). The Holder shall notify the Company of any such reasonable costs and expenses it incurs that are referred to in this section from time to time and such reasonable amounts owed hereunder, not to exceed $650 for any single legal opinion, and not to exceed $5,000 in the aggregate without the Company’s prior written approval, shall be paid by the Company on the Maturity Date.

(4) Adjustments to Conversion Price.

(a) Adjustment of Conversion Price upon Subdivision or Combination of Common Stock. If the Company, at any time while this Debenture is outstanding, shall (a) pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock, (b) subdivide outstanding shares of Common Stock into a larger number of shares, (c) combine (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (d) issue by reclassification of shares of the Common Stock any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

(b) [Reserved].

(c) Other Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to ensure that the Holder will thereafter have the right to receive upon a conversion of this Debenture, at the Holder’s

option, (i) in addition to the shares of Common Stock receivable upon such conversion, such securities or other assets to which the Holder would have been entitled with respect to such shares of Common Stock had such shares of Common Stock been held by the Holder upon the consummation of such Corporate Event (without taking into account any limitations or restrictions on the convertibility of this Debenture) or (ii) in lieu of the shares of Common Stock otherwise receivable upon such conversion, such securities or other assets received by the holders of shares of Common Stock in connection with the consummation of such Corporate Event in such amounts as the Holder would have been entitled to receive had this Debenture initially been issued with conversion rights for the form of such consideration (as opposed to shares of Common Stock) at a conversion rate for such consideration commensurate with the Conversion Rate. Provision made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory to the Required Holders. The provisions of this Section shall apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations on the conversion of this Debenture.

(d) Whenever the Conversion Price is adjusted pursuant to Section 4 hereof, the Company shall promptly mail to the Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

(e) In case of any (1) merger or consolidation of the Company or any subsidiary of the Company comprising a majority of the Company’s assets with or into another Person, or (2) sale by the Company or any subsidiary of the Company of more than one-half of the assets of the Company in one or a series of related transactions, a Holder shall have the right to (A) exercise any rights under Section 2(b), (B) convert the aggregate amount of this Debenture then outstanding into the shares of stock and other securities, cash and property receivable by holders of Common Stock following such merger, consolidation or sale, and such Holder shall be entitled upon such event or series of related events to receive such amount of securities, cash and property as the shares of Common Stock into which such aggregate principal amount of this Debenture could have been converted immediately prior to such merger, consolidation or sales would have been entitled, or (C) in the case of a merger or consolidation, require the surviving entity to issue to the Holder a convertible Debenture with a principal amount equal to the aggregate principal amount of this Debenture then held by such Holder, plus all accrued and unpaid interest and other amounts owing thereon, which such newly issued convertible Debenture shall have terms identical (including with respect to conversion) to the terms of this Debenture, and shall be entitled to all of the rights and privileges of the Holder of this Debenture set forth herein and the agreements pursuant to which this Debentures were issued. In the case of clause (C), the conversion price applicable for the newly issued shares of convertible preferred stock or convertible Debentures shall be based upon the amount of securities, cash and property that each share of Common Stock would receive in such transaction and the Conversion Price in effect immediately prior to the effectiveness or closing date for such transaction. The terms of any such merger, sale or consolidation shall include such terms so as to continue to give the Holder the right to receive the securities, cash and property set forth in this Section upon any conversion following such event. This provision shall similarly apply to successive such events.

(5) REISSUANCE OF THIS DEBENTURE.

(a) Transfer. If this Debenture is to be transferred, the Holder shall surrender this Debenture to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Debenture (in accordance with Section 5(d)), registered in the name of the registered transferee or assignee, representing the outstanding Principal being transferred by the Holder (along with any accrued and unpaid interest thereof) and, if less than the entire outstanding Principal is being transferred, a new Debenture (in accordance with Section 5(d)) to the Holder representing the outstanding Principal not being transferred. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of Section 3(c)(iii) following conversion of any portion of this Debenture, the outstanding Principal represented by this Debenture may be less than the Principal stated on the face of this Debenture.

(b) Lost, Stolen or Mutilated Debenture. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Debenture, and, in the case of loss, theft or destruction, of any bonding and indemnification undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Debenture, the Company shall execute and deliver to the Holder a new Debenture (in accordance with Section 5(d)) representing the outstanding Principal.

(c) Debenture Exchangeable for Different Denominations. This Debenture is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Debenture or Debentures (in accordance with Section 5(d)) representing in the aggregate the outstanding Principal of this Debenture, and each such new Debenture will represent such portion of such outstanding Principal as is designated by the Holder at the time of such surrender.

(d) Issuance of New Debentures. Whenever the Company is required to issue a new Debenture pursuant to the terms of this Debenture, such new Debenture (i) shall be of like tenor with this Debenture, (ii) shall represent, as indicated on the face of such new Debenture, the Principal remaining outstanding (or in the case of a new Debenture being issued pursuant to Section 5(a) or Section 5(c), the Principal designated by the Holder which, when added to the principal represented by the other new Debentures issued in connection with such issuance, does not exceed the Principal remaining outstanding under this Debenture immediately prior to such issuance of new Debentures), (iii) shall have an issuance date, as indicated on the face of such new Debenture, which is the same as the Issuance Date of this Debenture, (iv) shall have the same rights and conditions as this Debenture, and (v) shall represent accrued and unpaid Interest from the Issuance Date.

(6) NOTICES. Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof must be in writing by letter and email and will be deemed to have been delivered: upon the later of (A) either (i) receipt, when delivered personally or (ii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same and (B) receipt, when sent by electronic mail. The addresses and e-mail addresses for such communications shall be:

If to the Company, to:

GulfSlope Energy, Inc.
1331 Lamar St., Suite 1665
Houston, Texas 77010
Telephone: (281) 918-4103
Attention: John Malanga
E-Mail: john.malanga@gulfslope.com

With Copy to:

Mayer Brown LLP
700 Louisiana St., Suite 3400
Houston, Texas 77002
Telephone: (713) 238-2684
Attention: William T. Heller IV
E-Mail: wheller@mayerbrown.com

If to the Holder:

Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801

With Copy to:

Leora Pratt Levin
VP & General Counsel
Delek Group Ltd
19, Abba Eban blvd. P.O.B 2054
Herzliya 4612001, Israel
Tel: (+972 9) 8638492
Fax: (+972 9) 8854955
E-mail: leorapl@delek-group.com

or at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient of such notice, consent, waiver or other communication, (ii) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (iii) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

(7) Except as expressly provided herein, no provision of this Debenture shall alter or impair the obligations of the Company, which are absolute and unconditional, to pay the principal of, interest and other charges (if any) on, this Debenture at the time, place, and rate, and in the coin or currency, herein prescribed. This Debenture is a direct obligation of the Company. As long as this Debenture is outstanding, the Company shall not and shall cause their subsidiaries not to, without the consent of the Holder, amend its certificate of incorporation, bylaws or other charter documents so as to adversely affect any rights of the Holder.

(8) This Debenture shall not entitle the Holder to any of the rights of a stockholder of the Company, including without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholders or any other proceedings of the Company, unless and to the extent converted into shares of Common Stock in accordance with the terms hereof.

(9) [Reserved].

(10) This Debenture shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflicts of laws thereof.

(11) If the Company fails to strictly comply with the terms of this Debenture, then the Company shall reimburse the Holder promptly, to the extent reasonably incurred and documented, all fees, costs and expenses, including, without limitation, reasonable attorneys’ fees and expenses incurred by the Holder in any action in connection with this Debenture, including, without limitation, those incurred: (i) during any workout, attempted workout, and/or in connection with the rendering of legal advice as to the Holder’s rights, remedies and obligations, (ii) collecting any sums which become due to the Holder, (iii) defending or prosecuting any proceeding or any counterclaim to any proceeding or appeal; or (iv) the protection, preservation or enforcement of any rights or remedies of the Holder.

(12) Any waiver by the Holder of a breach of any provision of this Debenture shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Debenture. The failure of the Holder to insist upon strict adherence to any term of this Debenture on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Debenture. Any waiver must be in writing.

(13) If any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted

rate of interest. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the principal of or interest on this Debenture as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this indenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.

(14) Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

(15) THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION DOCUMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES’ ACCEPTANCE OF THIS AGREEMENT.

(16) CERTAIN DEFINITIONS. For purposes of this Debenture, the following terms shall have the following meanings:

(a) “Bloomberg” means Bloomberg Financial Markets.

(b) “Business Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or a day on which banking institutions are authorized or required by law or other government action to close.

(c) “Change of Control Transaction” means the occurrence of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of fifty percent (50%) of the voting securities of the Company (except that the acquisition of voting securities by the Holder or any other current holder of convertible securities of the Company shall not constitute a Change of Control Transaction for purposes hereof), (b) a replacement at one time or over time of more than one-half of the members of the board of directors of the Company (other than as due to the death or disability of a member of the board of directors) which is not approved by a majority of those individuals who are members of the board of directors on the date hereof (or by those individuals who are serving as members of the board of directors on any date whose nomination to the board of directors was approved by a majority of the members of the board of directors who are members on the date hereof), (c) the merger, consolidation or sale of fifty percent (50%) or more of the assets of the Company or any subsidiary of the Company in one or a series of related transactions with or into another entity, or (d) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth above in (a), (b) or (c). No transfer to a wholly-owned subsidiary shall be deemed a Change of Control Transaction under this provision.

(d) “Closing Bid Price” means the price per share in the last reported trade of the Common Stock on a Primary Market or on the exchange which the Common Stock is then listed as quoted by Bloomberg.

(e) “Commission” means the Securities and Exchange Commission.

(f) “Common Stock” means the common stock, par value $0.001, of the Company and stock of any other class into which such shares may hereafter be changed or reclassified.

(g) “Default Conversion Price” means 60% of the lowest VWAP prices (as reported by Bloomberg, LP) during the 20 consecutive Trading Days immediately preceding the applicable date of determination.

(h) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(i) “Fundamental Transaction” means any of the following: (1) the Company effects any merger or consolidation of the Company with or into another Person and the Company is the non-surviving company (other than a merger or consolidation with a wholly owned subsidiary of the Company for the purpose of redomiciling the Company), (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property

(j) “Other Debentures” means the debentures issued to YA II PN, LTD and any other debentures, notes, or other instruments issued in exchange, replacement, or modification of the foregoing.

(k) “Person” means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision thereof or a governmental agency.

(l) “Primary Market” means any of the New York Stock Exchange, the NYSE MKT, the Nasdaq Global Market, the Nasdaq Global Select Market, or the OTC QB or OTC QX, and any successor to any of the foregoing markets or exchanges.

(m) “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

(n) “Trading Day” means a day on which the shares of Common Stock are quoted or traded on a Primary Market on which the shares of Common Stock are then quoted or listed; provided, that in the event that the shares of Common Stock are not listed or quoted, then Trading Day shall mean a Business Day.

(o) “Transaction Document(s)” shall mean this Debenture and the Amended Mortgage and Amended Security Agreement entered into in connection with the foregoing.

(p) “Underlying Shares” means the shares of Common Stock issuable upon conversion of this Debenture or as payment of interest in accordance with the terms hereof.

(q) “VWAP” means, for any security as of any date, the daily dollar volume-weighted average price for such security on the Primary Market as reported by Bloomberg through its “Historical Prices – Px Table with Average Daily Volume” functions, or, if no dollar volume-weighted average price is reported for such security by Bloomberg.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Convertible Debenture to be duly executed by a duly authorized officer as of the date set forth above.

	COMPANY GULFSLOPE ENERGY, INC.

	By:	/s/ John N. Seitz
	Name:	John N. Seitz
	Title:	CEO

EXHIBIT I
CONVERSION NOTICE

(To be executed by the Holder in order to Convert the Debenture)

TO:

The undersigned hereby irrevocably elects to convert $_____________________ of the principal amount of Debenture No. GSPE-2 into Shares of Common Stock of GULFSLOPE ENERGY, INC., according to the conditions stated therein, as of the Conversion Date written below.

Conversion Date:	___________________________________
Conversion Amount to be converted:	$__________________________________
Conversion Price:	$__________________________________
Number of shares of Common Stock to be issued:	___________________________________

Please issue the shares of Common Stock in the following name and to the following address:
Issue to:

Authorized Signature:	___________________________________
Name:	___________________________________
Title:	___________________________________
Broker DTC Participant Code:
Account Number: