AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 27th, 2009 • United Refining Energy Corp • Crude petroleum & natural gas • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of December, 2009, by and among United Refining Energy Corp, a Delaware corporation (the “Company”), United Refining, Inc., a Delaware corporation (“URI”), Fischer Investments, L.L.C., an Oklahoma limited liability company (“Fischer Investments”), Altoma Energy, GP, an Oklahoma general partnership (“Altoma”) and CHK Holdings, LLC, an Oklahoma limited liability company (“CHK”). URI, Fischer Investments, Altoma and CHK are referred to herein as the “Investors.”
25,000,000 Units UNITED REFINING ENERGY CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • September 7th, 2007 • United Refining Energy Corp • Blank checks • New York
WARRANT AGREEMENTWarrant Agreement • December 17th, 2007 • United Refining Energy Corp • Blank checks • New York
This Warrant Agreement (this “Agreement”) is made as of December 11, 2007, by and between United Refining Energy Corp., a Delaware corporation having its principal place of business at 823 Eleventh Avenue, New York, New York 10019 (“Company”) and Continental Stock Transfer & Trust Company, a New York corporation with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION, EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Purchase Option Agreement • October 12th, 2007 • United Refining Energy Corp • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) , 2008 AND (II) THE CONSUMMATION BY UNITED REFINING ENERGY CORP. (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)). THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M, NEW YORK CITY TIME, ON , 2012.
45,000,000 Units UNITED REFINING ENERGY CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • December 17th, 2007 • United Refining Energy Corp • Blank checks • New York
The undersigned, United Refining Energy Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Deutsche Bank Securities Inc. (“Deutsche Bank’) and Maxim Group LLC (“Maxim” and together with Deutsche Bank, hereinafter referred to as “you” or the “Representatives”) and with the other underwriters named on Schedule A hereto for which you are acting as representatives (the Representatives and the other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • December 17th, 2007 • United Refining Energy Corp • Blank checks • Delaware
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of this 11th day of December, 2007 for the benefit of United Refining Energy Corp., a Delaware corporation (the “Company”), having its principal place of business at 823 Eleventh Avenue, New York, New York 10019 by United Refining, Inc. (“Subscriber”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 12th, 2007 • United Refining Energy Corp • Blank checks • New York
This Agreement is made as of [ ], 2007 by and between United Refining Energy Corp. (the “Company”) and American Stock Transfer & Trust Company (“Trustee”).
FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • November 27th, 2009 • United Refining Energy Corp • Crude petroleum & natural gas • Oklahoma
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of the day of , 2009, is entered into by and between CHAPARRAL ENERGY, INC., a Delaware corporation f/k/a United Refining Energy Corp. (the “Company”) and (“Executive”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • December 17th, 2007 • United Refining Energy Corp • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of December 11, 2007 (the “Agreement”) by and among United Refining Energy Corp., a Delaware corporation (the “Company”), the undersigned party listed as the Initial Stockholder on the signature page hereto (collectively, the “Initial Stockholder”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG UNITED REFINING ENERGY CORP., CHAPARRAL SUBSIDIARY, INC. AND CHAPARRAL ENERGY, INC. Dated as of October 9, 2009Merger Agreement • October 13th, 2009 • United Refining Energy Corp • Blank checks • Delaware
This Agreement and Plan of Reorganization (this “Agreement”) is made and entered into as of October 9, 2009 by and among Chaparral Energy, Inc., a Delaware corporation (“Chaparral”), United Refining Energy Corp., a Delaware corporation (“Parent”), and Chaparral Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and Chaparral are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • November 25th, 2009 • United Refining Energy Corp • Crude petroleum & natural gas • Delaware
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”) is made and entered into as of November 23, 2009 by and among Chaparral Energy, Inc., a Delaware corporation (“Chaparral”), United Refining Energy Corp., a Delaware corporation (“Parent”) and Chaparral Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and Chaparral are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • November 27th, 2009 • United Refining Energy Corp • Crude petroleum & natural gas • New York
AMENDED AND RESTATED SECURITIES ESCROW AGREEMENT, dated as of November 27, 2007 (the “Agreement”) by and among United Refining Energy Corp., a Delaware corporation (the “Company”), the undersigned parties listed as the Initial Stockholders on the signature page hereto (collectively, the “Initial Holders”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal and Corporate Opportunities Agreement • July 19th, 2007 • United Refining Energy Corp • New York
THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is made as of July 13, 2007 by and among United Refining Energy Corp. (the “Company”), United Refining, Inc. (“URI”), Red Apple Group, Inc. (“Red Apple”), United Acquisition Corp. (“UAC”) and United Refining Company (“URC”),, in connection with the Company’s proposed public offering of Units pursuant to a registration statement on Form S-1, filed by the Company with the Securities and Exchange Commission (as amended, the “Registration Statement”).
November __, 2007 United Refining Inc.Service Agreement • November 6th, 2007 • United Refining Energy Corp • Blank checks
June 27, 2007 United Refining Inc.Service Agreement • July 19th, 2007 • United Refining Energy Corp
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 17th, 2007 • United Refining Energy Corp • Blank checks • New York
This Agreement is made as of December 11, 2007 by and between United Refining Energy Corp. (the “Company”), whose principal office is located at 823 Eleventh Avenue, New York, New York 10019, and Continental Stock Transfer & Trust Company (“Trustee”), located at 17 Battery Place, New York, New York 10004.
SPONSOR’S ADDITIONAL INVESTMENT OPTION AGREEMENT July 13, 2007Additional Investment Option Agreement • July 19th, 2007 • United Refining Energy Corp • Delaware
Subject to the terms and conditions set forth below, United Refining, Inc. (“URI”) hereby has the option to purchase additional units (the “Additional Investment Option”) in United Refining Energy Corp (“we,” “us”, “our” or the “Corporation”), subject to the terms and limitations set forth below:
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 10th, 2009 • United Refining Energy Corp • Crude petroleum & natural gas • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of this day of December, 2009 by and between United Refining Energy Corp., a Delaware corporation (“Buyer” or “United”) and the signatory on the execution page hereof and its Affiliates (collectively, “Seller”).1
