Exhibit 10.5 CONSULTING AGREEMENT Consulting Agreement dated as of March 1, 2002, by and between Universal Tanning Ventures Inc., a Delaware corporation with offices 600 B. Altamonte Drive, unit 1050 Altamonte Springs, Florida 32701 (the "Company")...Consulting Agreement • January 14th, 2003 • Universal Tanning Ventures Inc • Services-personal services • Florida
Exhibit 10.4 CONSULTING AGREEMENT Consulting Agreement dated as of July 23, 2002, by and between Universal Tanning Ventures Inc., a corporation with offices at 600 E. Altamonte Drive, Suite 1050, Altamonte Springs, FL 32701 (the "Company") and Varela...Consulting Agreement • January 14th, 2003 • Universal Tanning Ventures Inc • Services-personal services
SECURITY AGREEMENTSecurity Agreement • September 19th, 2007 • Universal Energy Corp. • Crude petroleum & natural gas • New York
This SECURITY AGREEMENT, dated as of September ___, 2007 (this "Agreement"), is among Universal Energy Corp., a Delaware corporation (the "Company"), all of the Subsidiaries of the Company (such subsidiaries, the "Guarantors" and together with the Company, the "Debtors") and the holders of the Company's 8% Secured Convertible Debentures due August 31, 2009 and issued on September ____, 2007 in the original aggregate principal amount of up to $5,000,000 (collectively, the "Debentures") signatory hereto, their endorsees, transferees and assigns (collectively, the "Secured Parties").
Exhibit 10.7 CONSULTING AGREEMENT made as of the 23/rd/ day of July 2002. BETWEEN: Universal Tanning Ventures, Inc. (herein called "the Corporation") And MarketMedia Inc. of Lake Mary, Florida (herein called the "Consulting Company") WHEREAS: 1. The...Consulting Agreement • January 14th, 2003 • Universal Tanning Ventures Inc • Services-personal services • Florida
ARTICLE 1.Asset Purchase Agreement • January 14th, 2003 • Universal Tanning Ventures Inc • Services-personal services • Florida
Exhibit 10.3 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT made and entered into as of the 28th day of February 2002, by and between Universal Tanning Ventures, Inc., a Delaware corporation (the "Corporation"), and Glen Woods, an individual residing...Employment Agreement • January 14th, 2003 • Universal Tanning Ventures Inc • Services-personal services • Florida
ContractWarrant Agreement • December 5th, 2007 • Universal Energy Corp. • Crude petroleum & natural gas • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.
EMPLOYMENT AGREEMENTEmployment Agreement • February 19th, 2010 • Universal Energy Corp. • Crude petroleum & natural gas • Florida
ContractSecurities Purchase Agreement • November 20th, 2008 • Universal Energy Corp. • Crude petroleum & natural gas • New York
SECURITIES PURCHASE AGREEMENT (this "AGREEMENT," “PURCHASE AGREEMENT,” or “SECURITIES PURCHASE AGREEMENT”), dated as of October ___, 2008, by and among UNIVERSAL ENERGY CORP., a Delaware corporation, ("COMPANY"), and each buyer listed on the Schedule of Buyers attached hereto (each, including its successors and assigns, a “BUYER” and collectively the “BUYERS”).
Amended and Restated REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 10th, 2008 • Universal Energy Corp. • Crude petroleum & natural gas • New York
This Amended and Restated Registration Rights Agreement (this "Agreement"), dated as of May _____ , 2008 by and between UNIVERSAL ENERGY CORP., a Delaware corporation (the "Company"), and each buyer identified on the Schedule of Buyers attached hereto (collectively, the “BUYERS” and each individually, the “BUYER”).
Exhibit 10.3 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT made and entered into as of the 28th day of February 2002, by and between Universal Tanning Ventures, Inc., a Delaware corporation (the "Corporation"), and Glen Woods, an individual residing...Employment Agreement • November 27th, 2002 • Universal Tanning Ventures Inc • Florida
PLEDGE AGREEMENTPledge Agreement • September 19th, 2007 • Universal Energy Corp. • Crude petroleum & natural gas • New York
PLEDGE AGREEMENT (this "Agreement"), dated as of September _____, 2007, made by each entity listed as a pledgor on the signature pages hereto (each a "Pledgor" and collectively, the "Pledgors"), in favor of ROswell Captial Partners, LLC, a Georgia Limited Liability company, in its capacity as collateral agent (in such capacity, the "Collateral Agent") for the "Buyers" (as defined below) party to the Securities Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the "Securities Purchase Agreement").
SUBSIDIARY GUARANTEESubsidiary Guarantee • September 19th, 2007 • Universal Energy Corp. • Crude petroleum & natural gas • New York
SUBSIDIARY GUARANTEE, dated as of September ______, 2007, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the "Guarantors"), in favor of the purchasers signatory (collectively, the "Purchaser") to that certain Securities Purchase Agreement, dated as of the date hereof, between Universal Energy Corp. (the "Company") and the Purchaser.
EXHIBIT 10.2 SUBSCRIPTION AGREEMENT UNIVERSAL TANNING VENTURES, INC. The Offer and Sale of up to 1,000,000 shares of common stock Offering Price - $1.00 per share In order to purchase shares of common stock, $.0001 par value per share (the "Shares")...Subscription Agreement • April 22nd, 2003 • Universal Tanning Ventures Inc • Services-personal services
CONSENT AND AMENDMENT AGREEMENTConsent and Amendment Agreement • June 10th, 2008 • Universal Energy Corp. • Crude petroleum & natural gas
This Consent and Amendment Agreement (the “Agreement”), dated as of May ____, 2008, is by and among Universal Energy Corp., a Delaware corporation (the “Company”) and the investors signatory hereto (each, a “Buyer” and collectively, the “Buyers”).
AGREEMENTEngagement Agreement • August 20th, 2007 • Universal Energy Corp. • Crude petroleum & natural gas • Florida
AGREEMENT made this 1st day of May 2007, by and between Capital Financial Media, LLC., with its principal offices at 103 NE 4th Street, Delray Beach, FL 33444 (“Capital”) and Universal Energy Corp., with offices at 30 Skyline Drive, Lake Mary, FL 32746 (the “Company”).
STOCK PURCHASE AGREEMENT Dated: May 6, 2006 UNIVERSAL TANNING VENTURES, INC. SELLER AND RHINO ISLAND CAPITAL, LTD. PURCHASERStock Purchase Agreement • August 14th, 2006 • Universal Tanning Ventures Inc • Services-personal services • Delaware
This Stock Purchase Agreement (the “Agreement”), dated as of this 6th day of May, 2006 between UNIVERSAL TANNING VENTURES, INC., a Delaware corporation having offices at 600 East Altamonte Drive, Suite 1050, Altamonte Springs, Florida 32701 (the “Company”), and Rhino Island Capital, Ltd., a BVI International Business Company, the registered address of which is; 30 De Castro Street, Road Town Tortola, British Virgin Islands, (the “Purchaser”).
STOCK OPTION AGREEMENTStock Option Agreement • September 18th, 2006 • Universal Energy Corp. • Services-personal services • Delaware
This Stock Option Agreement (this “Agreement”) is made as of September 14, 2006 by and between Universal Energy Corp. (the “Corporation”) and Dyron M. Watford (the “Optionee”).
ContractWarrant Agreement • December 5th, 2007 • Universal Energy Corp. • Crude petroleum & natural gas • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.
March 15, 2007Participation Agreement • April 5th, 2007 • Universal Energy Corp. • Services-personal services • Texas
REGULATION S STOCK PURCHASE AGREEMENT Dated: July 27, 2006 UNIVERSAL ENERGY CORP. (SELLER) AND ISAAC ROTNEMER (PURCHASER)Stock Purchase Agreement • August 18th, 2006 • Universal Energy Corp. • Services-personal services • Delaware
This Regulation S Stock Purchase Agreement (the “Agreement”), dated as of this 27th day of July, 2006 between UNIVERSAL ENERGY CORP., a Delaware corporation having offices at 600 East Altamonte Drive, Suite 1050, Altamonte Springs, Florida 32701 (the “Company” or the “Seller”), and ISAAC ROTNEMER whose registered address is; 11 Square La Champmesle, Paris 19 EME, (the “Purchaser”).
SHARE DEPOSIT ESCROW AGREEMENTShare Deposit Escrow Agreement • August 14th, 2006 • Universal Tanning Ventures Inc • Services-personal services • Florida
AGREEMENT made as of this 6th day of May, 2006 by and between UNIVERSAL TANNING VENTURES INC (the “ISSUER”) a Delaware corporation with its principal place of business at 1800 2nd Street, Sarasota, Florida 34236, RHINO ISLAND CAPITAL, LTD. (the “PURCHASER”), a BVI International Business Company, the registered address of which is; 30 De Castro Street, Road Town Tortola, British Virgin Islands, and Madison Stock Transfer, Inc. (the “ESCROW AGENT”) with its principal place of business at 1688 East 16th Street, Brooklyn, Suite #7, New York 11229.
April 26, 2007Participation Agreement • May 8th, 2007 • Universal Energy Corp. • Services-personal services • Texas
This agreement, together with all exhibits attached hereto and made a part hereof (hereinafter collectively referred to as the "Agreement"), shall confirm and set forth the understanding of, and agreement to, the terms, provisions and conditions pursuant to which Universal Explorations Corp., ("Universal"), is acquiring an undivided Eighteen and 75/100ths percent (18.75%) interest in and to the Leasehold estate created by the hereinafter-identified oil, gas and/or mineral Leases, insofar as said oil, gas and/or mineral Leases cover the hereinafter described lands, and is agreeing to participate in the drilling and testing of a certain oil and gas exploration test well (the "Test Well") on lands covered by such oil, gas and/or mineral Leases.
LIMITED STANDSTILL AGREEMENTLimited Standstill Agreement • September 19th, 2007 • Universal Energy Corp. • Crude petroleum & natural gas • New York
This AGREEMENT (the "Agreement") is made as of the ____ day of September, 2007, by the signatories hereto (each, a "Holder"), in connection with his ownership of shares of Universal Energy Corp., a Delaware corporation (the "Company").
EMPLOYMENT AGREEMENTEmployment Agreement • October 12th, 2006 • Universal Energy Corp. • Services-personal services • Delaware
This EMPLOYMENT AGREEMENT (the "AGREEMENT"), made and entered into as of this 6th day of October 2006, by and between Universal Energy Corp., a Delaware corporation (the "CORPORATION"), and Kevin Tattersall (the "EXECUTIVE").
GALILEO ASSET MANAGEMENT SA INVESTMENT ADVISORY AGREEMENT FOR UNIVERSAL TANNING VENTURES, INC.Investment Advisory Agreement • August 14th, 2006 • Universal Tanning Ventures Inc • Services-personal services • New York
THIS AGREEMENT (the “Agreement”) dated as of May 5, 2006, by and between Universal Tanning Ventures, Inc., having offices at 600 East Altamonte Drive, Suite 1050, Altamonte Springs, Florida 32701 and its subsidiaries (collectively, the “Company”) and Galileo Asset Management, SA, a Swiss Corporation and member of the ARIF (Association Romande des Intermédiaires Fiduciares) located at the World Trade Center, Avenue Gratta-Paille 2, Case Postale 4767, CH – 1000 Lausanne 30, Switzerland (the “Advisor”).
April 26, 2007Participation Agreement • May 8th, 2007 • Universal Energy Corp. • Services-personal services • Texas
This agreement, together with all exhibits attached hereto and made a part hereof (hereinafter collectively referred to as the "Agreement") shall confirm and set forth the understanding of, and agreement to, the terms, provisions and conditions pursuant to which Universal Explorations Corp. ("Universal"), is acquiring an undivided Five and 625/1,000ths percent (5.625%) of 8/8ths interest in and to the leasehold estate created by the hereinafter-identified oil, gas and mineral leases and is agreeing to participate in the drilling and testing of a certain oil and gas exploration test well (the "Test Well") on the lands covered by such leases.
LIMITED STANDSTILL AGREEMENTLimited Standstill Agreement • November 20th, 2008 • Universal Energy Corp. • Crude petroleum & natural gas • New York
This AGREEMENT (the "Agreement") is made as of the ____ day of October, 2008, by the signatories hereto (each, a "Holder"), in connection with his ownership of shares of Universal Energy Corp., a Delaware corporation (the "Company").
SEISMIC OPTION, FARMOUT AND NET CARRIED INTEREST AGREEMENT This Agreement dated the 22nd day of September, 2006.Seismic Option, Farmout and Net Carried Interest Agreement • September 26th, 2006 • Universal Energy Corp. • Services-personal services • Alberta
UNIVERSAL ENERGY CORP., a Delaware Corporation, having offices in Altamonte Springs, Florida, in the United States of America (hereinafter referred to as "Universal")
