SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 8th, 2013 • United American Petroleum Corp. • Crude petroleum & natural gas • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 19, 2013, by and between UNITED AMERICAN PETROLEUM CORP., a Nevada corporation, with headquarters located at 9600 Great Hills Trail - Suite 150W, Austin, TX 78759 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY 11021 (the “Buyer”).
MILK BOTTLE CARDS INC. WARRANT TO PURCHASE SHARES OF COMMON STOCKMilk Bottle Cards Inc. • February 7th, 2008 • Greeting cards • Nevada
THIS CERTIFIES THAT, for value received, _______________, a _______________ (the “Investor”), or Investor’s assigns (Investor and Investor’s assigns being the “Holder”), is entitled to subscribe for and purchase at any time during the Exercise Period from Milk Bottle Cards Inc., a Nevada corporation, with its principal office located at ________________________________ (the “Company”), a number of shares of Common Stock equal to the Share Number at a per share price equal to the Exercise Price in effect at such time. This Warrant is issued in conjunction with the shares of the Company’s Common Stock issued pursuant to the Subscription Agreement dated as of January 31, 2008, by and between the Company and the Investor.
SECURITY AGREEMENTSecurity Agreement • January 5th, 2011 • United American Petroleum Corp. • Greeting cards • Nevada
THIS SECURITY AGREEMENT (this “Agreement”) is made as of December 31, 2010, by and between United American Petroleum Corp., a Nevada corporation (the “Company”) and the party executing below as a secured party (collectively, the “Secured Party”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 5th, 2011 • United American Petroleum Corp. • Greeting cards • Nevada
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of October 15, 2010 (the “Effective Date”), and is by and between United American Petroleum Corp., a Nevada corporation (the “Corporation”), and Michael Carey (the “Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 18th, 2011 • United American Petroleum Corp. • Crude petroleum & natural gas
This Agreement is made pursuant to the Note and Warrant Purchase Agreement and the Convertible Promissory Note, dated as of the date hereof between the Company and the Purchaser (the “Note”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 7th, 2008 • Milk Bottle Cards Inc. • Greeting cards • Georgia
This Employment Agreement (the “Agreement”) is entered into as of January 31, 2008, by and between ForgeHouse, Inc., a Nevada corporation (the “Company”), and Jose Alonso (“Employee”). The parties hereto agree as follows:
October 28, 2011United American Petroleum Corp. • November 8th, 2011 • Crude petroleum & natural gas
This letter, upon acceptance by United American Petroleum Corp. (“Buyer”) and Alamo Energy Corp. (“Seller”) regarding the acquisition by Buyer of all of the Seller’s right, title and interest in the oil, gas and mineral lease enumerated in Schedule 1 to Exhibit A attached hereto (the “Lozano Lease”) and the wellbores described on Schedule 1 to Exhibit A and any personal property related to the production of oil and gas from the lands covered by the Lozano Lease (the “Wells” and “Personal Property”), subject to the terms and conditions herein contained.
STOCK VESTING AGREEMENTStock Vesting Agreement • January 5th, 2011 • United American Petroleum Corp. • Greeting cards • Nevada
THIS STOCK VESTING AGREEMENT (“Agreement”), is made and entered into as of this 31st day of December, 2010, by and between United American Petroleum Corp., a Nevada corporation (the “Company”) Ryan Hudson, an individual (“Executive”) and Esquire Consulting, Inc. (the “Escrow Agent”).
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • January 5th, 2011 • United American Petroleum Corp. • Greeting cards • Nevada
THIS NOTE AND WARRANT PURCHASE AGREEMENT (“Agreement”) is made and entered into on December 31, 2010, by and between United American Petroleum Corp., a Nevada corporation (the “Company”), and ______________________ (the “Lender”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 5th, 2011 • United American Petroleum Corp. • Greeting cards
This Agreement is made pursuant to the Note and Warrant Purchase Agreement and the Senior Secured Convertible Promissory Note, dated as of the date hereof between the Company and the Purchaser (the “Note”).
LOCK-UP AGREEMENTLock-Up Agreement • January 5th, 2011 • United American Petroleum Corp. • Greeting cards • Nevada
This LOCK-UP AGREEMENT (the “Agreement”) is made as of the 31st day of December, 2010, by __________ (the “Holder”), in connection with his or its ownership of shares of United American Petroleum Corp., a Nevada corporation (the “Company”).
PROMISSORY NOTEMilk Bottle Cards Inc. • February 7th, 2008 • Greeting cards
WHEREAS, effective as of May 10, 2005, ForgeHouse LLC, a Georgia limited liability company (“ForgeHouse”), executed its Promissory Note in favor of Arngrove Group Holdings Ltd., a company organized under the laws of England (the “Arngrove”), and effective as of June 19, 2006, ForgeHouse executed its letter agreement in favor of After All Limited, a company organized under the laws of England (“Holder”) (said Promissory Note and letter agreement, collectively the “Original Promissory Note”);
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • October 18th, 2011 • United American Petroleum Corp. • Crude petroleum & natural gas • Nevada
THIS NOTE AND WARRANT PURCHASE AGREEMENT (“Agreement”) is made and entered into on October 14, 2011, by and between United American Petroleum Corp., a Nevada corporation (the “Company”), and _____________ (the “Lender”).
STOCK CANCELLATION AGREEMENTStock Cancellation Agreement • January 5th, 2011 • United American Petroleum Corp. • Greeting cards • Nevada
This Stock Cancellation Agreement (this “Agreement”) is made and entered into on December 31, 2010, by and among Forgehouse, Inc., a Nevada corporation (the “Company”), and Christian Negri ( the “Stockholder”).
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • February 7th, 2008 • Milk Bottle Cards Inc. • Greeting cards • Nevada
This Stock Repurchase Agreement (this “Agreement”) is made and entered into effective as of January 31, 2008, by and between Milk Bottle Cards Inc., a Nevada corporation (the “Company”), and Nicole Milkovich, a resident of Canada (the “Stockholder”).
INTEREST PURCHASE AGREEMENTInterest Purchase Agreement • February 7th, 2008 • Milk Bottle Cards Inc. • Greeting cards • Nevada
THIS AGREEMENT (the “Agreement”), dated as of January 31, 2008, by and among each of the persons listed on the signature page hereof (each, a “Member” and jointly and severally, the “Members”) and Milk Bottle Cards, Inc., a Nevada corporation (“Publico”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 5th, 2011 • United American Petroleum Corp. • Greeting cards • Nevada
This Agreement and Plan of Merger (“Agreement”) is made and entered into as of December 31, 2010, by and among United American Petroleum Corp., a Nevada corporation, with its principal office at 3101 Bee Caves Rd., Centre II, Suite 301, Austin, TX 78746 (“UAPC”) Forgehouse, Inc., a Nevada corporation, with its principal office at 1906 Berkeley Avenue, Los Angeles, CA 90026 (“FHI”), and United PC Acquisition Corp., a newly-formed wholly-owned subsidiary of FHI, domiciled in Nevada (“Acquisition Sub” and collectively, the “Parties”).
PURCHASE, SALE and PARTICIPATION AGREEMENT BETWEEN Gabriel Rosser, LP, as Seller And United American Petroleum Corp., as Buyer Effective Date: January 28, 2011Purchase, Sale and Participation Agreement • February 3rd, 2011 • United American Petroleum Corp. • Greeting cards • Texas
For the consideration, mutual promises, agreements and benefits to be derived by Seller and Buyer named above, the receipt and sufficiency of which are acknowledged, Buyer and Seller have entered into this Purchase, Sale and Participation Agreement (the "Agreement") and hereby agree as follows:
DALE MATHESON Partnership Of: CARR-HILTON LABONTE Robert J. Burkart, Inc. James F. Carr-Hilton, Ltd. --------------------- Alvin F. Dale, Ltd. Peter J. Donaldson, Inc. CHARTERED ACCOUNTANTS Wilfred A. Jacobson, Inc. Reginald J. LaBonte, Ltd. Robert J....Milk Bottle Cards Inc. • April 25th, 2005
CERTAIN INFORMATION (INDICATED BY ASTERISKS) IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. ONEVISION® SERVICE AND...Certain • May 20th, 2008 • ForgeHouse, Inc. • Greeting cards
This Agreement is entered into effective as of the 25th day of April, 2007 (“Effective Date”), by and between ForgeHouse, LLC, a limited liability company organized and existing under the laws of the state of Georgia, US (hereinafter referred to as “FORGEHOUSE”), and Securitas Security Services USA, Inc., a corporation organized and existing under the laws of the state of Delaware, US (hereinafter referred to as "LICENSEE”).
PROMISSORY NOTEMilk Bottle Cards Inc. • February 7th, 2008 • Greeting cards • New York
WHEREAS, effective as of May 10, 2005, ForgeHouse LLC, a Georgia limited liability company (“ForgeHouse”), executed its Promissory Note in favor of Arngrove Group Holdings Ltd., a company organized under the laws of England (the “Holder”), and effective as of June 19, 2006, ForgeHouse executed its letter agreement in favor of After All Limited, a company organized under the laws of England (“After All”) (said Promissory Note and letter agreement, collectively the “Original Promissory Note”);
MILK BOTTLE CARDS INC. SUBSCRIPTION AGREEMENTSubscription Agreement • February 7th, 2008 • Milk Bottle Cards Inc. • Greeting cards • Nevada
The undersigned hereby subscribes to purchase _______ units (the “Units”) of securities, each Unit consisting of one share of Series A Preferred Stock (the “Series A Preferred”) of Milk bottle Cards Inc., a Nevada corporation (the “Company”), and one warrant (a “Warrant”) for the purchase of one share of common stock, par value $.001 per share (the “Common Stock”), of the Company, in accordance with the following paragraphs. This subscription agreement is one of a series of subscription agreements representing an aggregate of up to two million one hundred thousand dollars of Units (the “Offering”). This subscription may be rejected in whole or in part by the Company, in its sole and absolute discretion for any reason or for no reason. Any questions regarding this document or the investment described herein should be directed to Randolf W. Katz, 1900 Main Street, Suite 700, Irvine, California 92614; (949) 223-7103.
OFFICE LEASE AGREEMENTOffice Lease Agreement • May 20th, 2008 • ForgeHouse, Inc. • Greeting cards
THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as of the last date of execution hereof by the parties as indicated on the signature page hereto (the “Effective Date”), by and between Wolff Atlanta Portfolio, LLC, a Georgia limited liability company, (hereinafter “Landlord), party of the first part and ForgeHouse, Inc., a Nevada corporation (hereinafter “Tenant”), party of the second part. Pursuant to the terms of this Lease, Landlord agrees to lease the Premises (hereinafter defined) to Tenant and Tenant agrees to lease the Premises from Landlord subject to all matters of record and the terms of this Lease. The Lease includes the following exhibits and attachments: Exhibit A (Outline and Location of Premises), Exhibit B (Expenses and Taxes), Exhibit C (Special Stipulations), and Exhibit D (Building Rules and Regulations).
DEBT FORGIVENESS AGREEMENTDebt Forgiveness Agreement • November 24th, 2009 • ForgeHouse, Inc. • Greeting cards
This Debt Forgiveness Agreement (the “Agreement”) is entered into and effective as of September 30, 2009 (the “Effective Date”) by and between ForgeHouse Inc., a Nevada corporation (the “Borrower”), and John Britchford-Steel, a resident of the State of Georgia, in his individual capacity (“Guarantor”), and Bryan Irving, a resident of the United Kingdom, in his individual capacity (“Irving”) and Ian Morl, a resident of the United Kingdom, in his individual capacity (“Morl”, collectively with Irving the “Debt Holders”) and Insurance Medical Group Limited f/k/a/ After All Limited, a United Kingdom limited company (“After All” together with Irving and Morl, in their capacity as members of After All the “Lender”), in reference to the following:
PURCHASE AND SALE AGREEMENT BETWEEN McKenzie Oil Corp., as Seller and United American Petroleum Corp., as Buyer Effective Date November 30, 2011Purchase and Sale Agreement • December 5th, 2011 • United American Petroleum Corp. • Crude petroleum & natural gas • Texas
STOCK SUBSCRIPTION OFFER MILK BOTTLE CARDS INC.Milk Bottle Cards Inc. • April 25th, 2005
NONQUALIFIED STOCK OPTION AWARD AGREEMENT Issued Pursuant to the 2008 Incentive Plan of Milk Bottle Cards, Inc.Nonqualified Stock Option Award Agreement • February 7th, 2008 • Milk Bottle Cards Inc. • Greeting cards • Nevada
THIS OPTION AWARD AGREEMENT (“Agreement”), effective ________________ (the “Date of Grant”) represents the grant of a stock option (“Option”) by ForgeHouse, Inc. (the “Company”), to _____________ (the “Participant”) pursuant to the provisions of the Milk Bottle Cards, Inc. 2008 Incentive Plan adopted January 2, 2008, and approved bythe stockholders on January 2, 2008 (the “Plan”), as may be amended from time to time. The Option granted hereby not is intended to be an “Incentive Option,” as such term is defined in the Plan, within the meaning of Section 422 of the Code.
PURCHASE AND SALE AGREEMENT BETWEEN Patriot Minerals, LLC, as Seller and United American Petroleum Corp., as Buyer Effective Date: January 28, 2011Purchase and Sale Agreement • February 3rd, 2011 • United American Petroleum Corp. • Greeting cards • Texas
For the consideration, mutual promises, agreements and benefits to be derived by Seller and Buyer named above, the receipt and sufficiency of which are acknowledged, Buyer and Seller have entered into this Purchase and Sale Agreement (the "Agreement") and hereby agree as follows:
STOCK SUBSCRIPTION OFFER MILK BOTTLE CARDS INC.Milk Bottle Cards Inc. • June 7th, 2005 • Greeting cards
MUTUAL RELEASE AGREEMENTMutual Release Agreement • February 7th, 2008 • Milk Bottle Cards Inc. • Greeting cards
This Mutual Release (the “Agreement”), made as of January 31, 2008, is effective as of the date on which FORGEHOUSE, LLC, a limited liability company organized under the laws of Georgia (“FH”), and MILK BOTTLE CARDS INC., a corporation organized under the laws of Nevada (“Publico”; collectively with FH, the “US Parties”), consummate a transaction of the nature referenced in Publico’s Preliminary Schedule 14C, as filed with the Securities and Exchange Commission on December 17, 2007 (the “Effective Date”) and is entered into by and among FH, Publico, Arngrove Group Holdings Ltd, a company organized under the laws of England (“Arngrove”), After All Ltd., a private limited company governed by the laws of England (“After All”; collectively, with Arngrove, the “Noteholders”), and Paul Grootendorst, a citizen of the United Kingdom, Bryan Irving, a citizen of the United Kingdom, Brooks Mileson, a citizen of the United Kingdom, and Ian Morl, a citizen of the United Kingdom (collectively, the “
LOCKUP AGREEMENTLockup Agreement • February 7th, 2008 • Milk Bottle Cards Inc. • Greeting cards • Nevada
This AGREEMENT (the “Agreement”) is effective as of (the “Effective Date”), by _____________ (the “Holder”), maintaining an address at _____________, in connection with his or its ownership of shares of ForgeHouse, Inc., a Nevada corporation (the “Company”).
DALE MATHESON Partnership Of: CARR-HILTON LABONTE Robert J. Burkart, Inc. James F. Carr-Hilton, Ltd. --------------------- Alvin F. Dale, Ltd. Peter J. Donaldson, Inc. CHARTERED ACCOUNTANTS Wilfred A. Jacobson, Inc. Reginald J. LaBonte, Ltd. Robert J....Milk Bottle Cards Inc. • June 7th, 2005 • Greeting cards
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan Of • January 5th, 2011 • United American Petroleum Corp. • Greeting cards
Agreement and Plan of Merger and Reorganization dated December 31, 2010 by and between Forgehouse, Inc., a Nevada corporation (“FHI”) and United American Petroleum Corp., a Nevada corporation (“United”).
INDEPENDENT CONTRACTOR CONSULTING AGREEMENTIndependent Contractor Consulting Agreement • February 3rd, 2011 • United American Petroleum Corp. • Greeting cards • Texas
THIS CONSULTING AGREEMENT (“Agreement”) is made as of February 1, 2011 between “United American Petroleum Corp.” or an affiliate entity (hereinafter referred to “UAPC”), with its principal Texas offices located at 3101 Bee Caves Road, Ste 301, Austin, TX, and Jamie M. Teahan (hereinafter referred to as “JMT”), an Independent Contractor with his principal office located at 10110 Kopplin Road, New Braunfels, TX 78132.
PROMISSORY NOTEForgeHouse, Inc. • November 24th, 2009 • Greeting cards
This Promissory Note may be prepaid in whole or in part at any time, or from time to time, without premium or penalty and without prior notice to or consent by the Holder.
