WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and
WITNESSETH WHEREAS each of the Funds has entered into a master repurchase agreement dated as of ___________, (the "Master Agreement") with Seller pursuant to which from time to time one or more of the Funds, as buyers, and Seller, as seller, may enter into repurchase transactions effected through one or more joint trading accounts (collectively, the "Joint Trading Account") established and administered by one or more custodians of the Funds identified on Schedule C hereto (each a "Custodian"); and,
RECITALS WHEREAS UGSI desires to employ Executive pursuant to the terms and conditions and for the consideration set forth in this Agreement, and Executive desires to enter the employ of UGSI pursuant to such terms and conditions and for such consideration;
AND WHEREAS each Right entitles the holder thereof, after the Separation Time, to purchase securities of the Corporation pursuant to the terms and subject to the conditions set forth herein;
W I T N E S S E T H WHEREAS each Fund is or may be organized with one or more series of shares, each of which shall represent an interest in a separate portfolio of cash, securities and other assets (all such existing and additional series now or hereafter listed on Appendix "A" being hereinafter referred to individually, as a "Portfolio," and collectively, as the "Portfolios"); and
XHEREAS the Consultant is skilled in corporate financial matters, financial strategic planning and management consulting; and WHEREAS, the Company desires to engage the Consultant to assist the Company in it's efforts to improve operational efficiencies, assist with the marketing efforts, develop a strategic plan of operations and assist in streamlining accounting operations;
XXEREAS it is essential to Grey Wolf to retain and attract as directors and officers the most capable persons available;
Omnibus Signature Page This Agreement is intended to be read and construed in conjunction with the Registration Rights Agreement. Accordingly, pursuant to the terms and conditions of this Agreement and the Registration Rights Agreement, it is hereby agreed that the execution by the Purchaser of this Agreement, in the place set forth on the Omnibus Signature Page below, shall constitute agreement to be bound by the terms and conditions hereof and the terms and conditions of the Registration Rights Agreement, with the same effect as if each of such separate but related agreement were separately signed.
W I T N E S E T H ARTICLE I
W I T N E S S E T H T H A T In consideration of the mutual agreements herein contained, the Depositor, the Servicer and the Trustee agree as follows:
