REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 24th, 2007 • Universal Property Development & Acquisition Corp • Crude petroleum & natural gas
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 6, 2007, between Univeral Property Development and Acquisition Corporation, a Nevada corporation (the “Company”), and Sheridan Asset Managment, LLC(the “Purchaser”).
JOINT VENTURE AGREEMENTJoint Venture Agreement • May 22nd, 2006 • Universal Property Development & Acquisition Corp • Crude petroleum & natural gas
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT made as of the 1st day of January, 2006, by and between UNIVERSAL PROPERTY DEVELOPMENT AND ACQUISITION CORPORATION, a Nevada corporation, with principal offices in Juno Beach, Florida (the "Company"),and...Employment Agreement • January 23rd, 2006 • Universal Property Development & Acquisition Corp • Games, toys & children's vehicles (no dolls & bicycles) • Ohio
RECITALSMemorandum of Understanding • March 14th, 2006 • Universal Property Development & Acquisition Corp • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 22nd, 2007 • Universal Property Development & Acquisition Corp • Crude petroleum & natural gas
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of August 16, 2007, between Heartland Oil and Gas Corp., a Nevada corporation (the “Company” or “HOGC”), and Sheridan Asset Management, LLC (the “Security Holder”).
ContractWarrant Agreement • August 22nd, 2007 • Universal Property Development & Acquisition Corp • Crude petroleum & natural gas • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO HEARTLAND OIL AND GAS CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITY AGREEMENTSecurity Agreement • April 24th, 2007 • Universal Property Development & Acquisition Corp • Crude petroleum & natural gas • New York
SECURITY AGREEMENT, dated as of April 6, 2007 (this “Agreement”), by and among Universal Property Development and Acquisition Corporation, a Nevada corporation (the “Company”), Canyon Creek Oil and Gas, Inc. and Catlin Oil and Gas, Inc. (the “Operating Subsidiaries”), Nevada corporations whose principal place of business is located at 14255 US HWY, 1 Suite 209, Juno Beach, FL 33408, Kamal Abdallah, a US citizen and resident of the state of Texas, whose primary residence is 8 Links Green, San Antonio, TX 78257, Christopher J. McCauley, a US citizen and resident of the state of Ohio, whose primary residence is 5408 Valley Pkwy., Brecksville, OH 44141 (Messrs. Abdallah and McCauley and the Operating Subsidiaries, collectively, the “Guarantors”)(the Company and Guarantors are collectively referred to as the “Debtors”) and Sheridan Asset Management LLC, as the holder of the Company’s Subordinated Secured Promissory Note due April 6, 2008 in the original aggregate principal amount of $3,635,
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • August 22nd, 2007 • Universal Property Development & Acquisition Corp • Crude petroleum & natural gas • New York
SECURITY AGREEMENT, dated as of August 16, 2007 (this “Agreement”), by and among Universal Property Development and Acquisition Corporation, a Nevada corporation (“UPDA”), whose principal place of business is located at 124 N. Church St., Jacksboro, TX 76458, Canyon Creek Oil and Gas, Inc., a Nevada corporation (“Canyon”), whose principal place of business is located at 124 N. Church Street, Jacksboro, TX 76458, Catlin Oil and Gas, Inc., a Nevada corporation (“Catlin”), whose principal place of business is located at 124 N. Church Street, Jacksboro, TX 76458, Kamal Abdallah, a US citizen and resident of the state of Texas, whose primary residence is 8 Links Green, San Antonio, TX 78257, Christopher J. McCauley, a US citizen and resident of the state of Ohio, whose primary residence is 5408 Valley Pkwy., Brecksville, OH 44141, Heartland Oil and Gas Corp. (“HOGC”), a Nevada corporation whose principal place of business is located at 1610 Industrial Drive, Paola, KS 66071, Heartland Gas G
ContractWarrant Agreement • April 24th, 2007 • Universal Property Development & Acquisition Corp • Crude petroleum & natural gas • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO UNIVERSAL PROPERTY DEVELOPMENT AND ACQUISITION CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
GRAPHIC OMITTED] Exhibit 4.2 CONSULTING AGREEMENT This Agreement (the ""Agreement"") is dated JANUARY 3, 2001 and is entered into by and between CALL SOLUTIONS, INC. (hereinafter referred to as ""CLIENT"") and TRIBE COMMUNICATIONS, INC. (hereinafter...Consulting Agreement • October 9th, 2001 • Call-Solutions Inc • Games, toys & children's vehicles (no dolls & bicycles)
Exhibit 4.4 Consulting Agreement Entered into this 28th day of March, 2001 by the parties to this agreement, Call-Solutions, Inc. ("CALL") and Bishop McKinney, ("Consultant"). Whereas by and for the consideration of 1,000,000 of the common equity...Consulting Agreement • August 9th, 2001 • Call-Solutions Inc • Games, toys & children's vehicles (no dolls & bicycles)
Entered into this 28th day of March, 2001 by the parties to this agreement, Call-Solutions, Inc. ("CALL") and Bishop McKinney, ("Consultant").
Exhibit 4.2 CONSULTING AGREEMENT This Agreement (the ""Agreement"") is dated JANUARY 3, 2001 and is entered into by and between CALL SOLUTIONS, INC. (hereinafter referred to as ""CLIENT"") and TRIBE COMMUNICATIONS, INC. (hereinafter referred to as...Consulting Agreement • March 29th, 2001 • Call-Solutions Inc • Games, toys & children's vehicles (no dolls & bicycles)
EXHIBIT 4.6Financial Consultant Agreement • April 26th, 2002 • Call-Solutions Inc • Games, toys & children's vehicles (no dolls & bicycles)
Exhibit 4.5 H. G. CAPITAL, INC. ACQUISITION FINANCE ENGAGEMENT AGREEMENT This Agreement is entered into by and between H. G. Capital Inc., whose office is at 22 Battery Street, Suite 701, San Francisco, California 94104 (hereafter "Capital") and Call...Acquisition Finance Engagement Agreement • April 26th, 2002 • Call-Solutions Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
LOAN AGREEMENTLoan Agreement • December 17th, 2007 • Universal Property Development & Acquisition Corp • Crude petroleum & natural gas • New York
This Loan Agreement (this “Agreement”) is dated as of December 11, 2007 among Continental Fuels, Inc., a Nevada corporation whose principal place of business is located at 9901 Interstate Highway 10 West, Suite 800, San Antonio, TX 78230 (the “Company”), Universal Property Development and Acquisition Corporation, a Nevada corporation whose principal place of business is located at 14255 US HWY 1, Suite 209, Juno Beach, FL 33408 (“UPDA”), Timothy Brink (“Brink”), a US citizen and resident of the state of Texas, whose primary residence is 19206 Gray Bluff Cove, San Antonio, TX 78258 (UPDA and Brink, collectively, the “Guarantors”), and Sheridan Asset Management, LLC, a Delaware limited liability company whose principal place of business is located at 1025 Westchester Avenue, Suite 311, White Plains, NY 10604 (the “Lender”). WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires to borrow, and the Lender desires to lend to the Company, ce
AMENDED AND RESTATED SUBSIDIARY GUARANTEESubsidiary Guarantee • August 22nd, 2007 • Universal Property Development & Acquisition Corp • Crude petroleum & natural gas • New York
AMENDED AND RESTATED SUBSIDIARY GUARANTEE, dated as of August 16, 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 Sheridan Asset Management LLC (the “Lender”) pursuant to that certain Loan Agreement, dated as of April 6, 2007, between Universal Property Development and Acquisition Corporation, a Nevada corporation (“UPDA”) and the Lender and that certain Loan Agreement dated as of August 16, 2007 between UPDA, and the Lender.
ContractSecurities Purchase Agreement • March 7th, 2008 • Universal Property Development & Acquisition Corp • Crude petroleum & natural gas • New York
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • March 7th, 2008 • Universal Property Development & Acquisition Corp • Crude petroleum & natural gas • Texas
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of August 15, 2007, is between Heartland Oil and Gas Corp., a Nevada corporation, hereinafter referred to as “Buyer”, and Catlin Oil and Gas, Inc., a Nevada corporation (“Catlin”), hereinafter referred to as “Seller”. WHEREAS, Seller desires to sell and Buyer desires to purchase, upon and subject to the terms and conditions hereinafter set forth, Seller’s interest in and to those properties described in Exhibit A, attached hereto, and shown on the map attached as Exhibit B hereto (the “Properties”), being (i) all right, title and interest in the oil and gas leases, including a like interest in all formations, depths and unit rights listed on Exhibit C attached hereto (the “Leases”), (ii) all of Seller’s right, title and interest in (A) all wells listed on Exhibit D attached hereto (plugged or unplugged) (the “Wells”), (B) the permits that relate to the Wells and the Properties, listed on Exhibit E attached hereto
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 24th, 2007 • Universal Property Development & Acquisition Corp • Crude petroleum & natural gas • Nevada
THIS STOCK PURCHASE AGREEMENT is entered into as of April __, 2007 by and between HEARTLAND OIL AND GAS, CORP., a Nevada corporation (the “Company”), and UNIVERSAL PROPERTY DEVELOPMENT & ACQUISITION CORPORATION, a Nevada corporation (the “Purchaser”).
GUARANTY AGREEMENTGuaranty Agreement • April 24th, 2007 • Universal Property Development & Acquisition Corp • Crude petroleum & natural gas • New York
Guaranty Agreement, dated as of April 6, 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 Sheridan Asset Management, LLC (the "Lender") relating to that certain Loan Agreement, dated as of the date hereof, between Universal Property Development and Acquisition Corporation, a Nevada corporation (the “Company”) and the Lender.
SECURITY AGREEMENTSecurity Agreement • April 24th, 2007 • Universal Property Development & Acquisition Corp • Crude petroleum & natural gas • Nevada
THIS SECURITY AGREEMENT (this “Agreement”) is made as of September 29, 2006 by and between (together with its successors and permitted assigns, the “Secured Party”); Heartland Oil and Gas Corp. (together with its successors and permitted assigns, the “Borrower”); and the subsidiaries of Borrower set forth on (together with their successors and permitted assigns, collectively and jointly and severally, the “Subsidiary Guarantors”, and together with the Borrower, collectively and jointly and severally, the “Grantors”).
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT made as of the 1st day of October, 2005, by and between UNIVERSAL PROPERTY DEVELOPMENT AND ACQUISITION CORPORATION, a Nevada corporation, with principal offices in Juno Beach, Florida (the "Company"),and Kamal...Employment Agreement • October 12th, 2005 • Universal Property Development & Acquisition Corp • Games, toys & children's vehicles (no dolls & bicycles) • Florida
NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 24th, 2007 • Universal Property Development & Acquisition Corp • Crude petroleum & natural gas • Delaware
NOTE PURCHASE AGREEMENT, dated as of April 19, 2007 (this “Agreement”), by and among SDS Capital Group SPC, Ltd. (“SDS”, or a “Seller”), BayStar Capital II, L.P. (“BayStar”, or a “Seller,” together with SDS, the “Sellers”), and Universal Property Development & Acquisition Corporation (the “Purchaser”).
BILL OF SALE AND AGREEMENTBill of Sale • December 1st, 2006 • Universal Property Development & Acquisition Corp • Crude petroleum & natural gas
THIS BILL OF SALE AND AGREEMENT is made and entered into this 1st Day of July, 2006, by and between Texas Energy, Inc., a Nevada Corporation ("Seller") and Catlin Oil and Gas, Inc., a Nevada Corporation ("Buyer"), as follows:
FORBEARANCE AGREEMENTForbearance Agreement • May 12th, 2008 • Universal Property Development & Acquisition Corp • Crude petroleum & natural gas • New York
This Forbearance Agreement (this "Agreement") is dated and effective as of May 1, 2008 among Universal Property Development and Acquisition Corporation ("Borrower"), Kamal Abdallah and Christopher 1. McCauley (Messrs. Abdallah and McCauley, collectively the "Guarantors") and Sheridan Asset Management, LLC (including any successor-by-assignment, "Lender").
AGREEMENT Exhibit 4.8 PARTIES: A. John Ballard(Consultant) B. ProCoreGroup Inc. 2250 Warrensville Center Road University Hts. Ohio 44118(Company) SUBJECT MATTER: Consult, advise and counsel the company with respect to all financial matters when...Consulting Agreement • December 17th, 2003 • Procoregroup Inc • Games, toys & children's vehicles (no dolls & bicycles)
AGREEMENT Exhibit 4.10 PARTIES: A. Richard D. Britt(Consultant) B. ProCoreGroup Inc. 2250 Warrensville Center Road University Hts. Ohio 44118(Company) SUBJECT MATTER: Consult, advise and counsel Company with respect to administrative and logistical...Consulting Agreement • December 17th, 2003 • Procoregroup Inc • Games, toys & children's vehicles (no dolls & bicycles)
AGREEMENTSJoint Venture Agreement • November 22nd, 2005 • Universal Property Development & Acquisition Corp • Games, toys & children's vehicles (no dolls & bicycles)
AGREEMENT Exhibit 4.7 PARTIES: A. Dr. B. Usama(Consultant) B. ProCoreGroup Inc. 2250 Warrensville Center Road University Hts. Ohio 44118(Company) SUBJECT MATTER: Consulting Services. Act as President and Chief Executive Officer of the Company for a...Consulting Agreement • December 17th, 2003 • Procoregroup Inc • Games, toys & children's vehicles (no dolls & bicycles)
AGREEMENT Exhibit 4.9 PARTIES: A. Payment Solutions Group f/s/o Peter Van Brunt(Consultant) B. ProCoreGroup Inc. 2250 Warrensville Center Road University Hts. Ohio 44118(Company) SUBJECT MATTER: Consulting Services. Advise and counseling with respect...Consulting Agreement • December 17th, 2003 • Procoregroup Inc • Games, toys & children's vehicles (no dolls & bicycles)
AGREEMENT Exhibit 4.6 PARTIES: A. Dr. Charles Harper (Consultant) B. ProCoreGroup Inc. 2250 Warrensville Center Road University Hts. Ohio 44118(Company) SUBJECT MATTER: Consulting Services. Act as Board of Director and Treasurer for the Company for a...Consulting Agreement • December 17th, 2003 • Procoregroup Inc • Games, toys & children's vehicles (no dolls & bicycles)
SUBSIDIARY GUARANTEESubsidiary Guarantee • April 24th, 2007 • Universal Property Development & Acquisition Corp • Crude petroleum & natural gas • New York
SUBSIDIARY GUARANTEE, dated as of April 6, 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 Sheridan Asset Management LLC (the "Lender") to that certain Loan Agreement, dated as of the date hereof, between Universal Property Development and Acquisition Corporation, a Nevada corporation (the “Company”) and the Lender.
AGREEMENTShareholder Agreement • September 2nd, 2005 • Universal Property Development & Acquisition Corp • Games, toys & children's vehicles (no dolls & bicycles)
AMENDED AND RESTATED SUBORDINATION AGREEMENTSubordination Agreement • August 22nd, 2007 • Universal Property Development & Acquisition Corp • Crude petroleum & natural gas • New York
THIS AMENDED AND RESTATED SUBORDINATION AGREEMENT, dated as of August 16, 2007 (this “Subordination Agreement”), by and among Universal Property and Development Acquisition Corporation, a Nevada Corporation (“UPDA”) whose principal place of business is located at 124 N. Church Street, Jacksboro, TX 76458, Heartland Oil and Gas Corp., a Nevada corporation (“HOGC”), whose principal place of business is located at 1610 Industrial Drive, Paola, KS 66071, Canyon Creek Oil and Gas, Inc., a Nevada corporation (“Canyon”), whose principal place of business is located at 124 N. Church Street, Jacksboro, TX 76458, Catlin Oil and Gas, Inc., a Nevada corporation (“Catlin”), whose principal place of business is located at 124 N. Church Street, Jacksboro, TX 76458, Heartland Gas Gathering, LLC, a Kansas limited liability company (“HGG”), whose principal place of business is located at 1610 Industrial Drive, Paola, KS 66071, Heartland Oil and Gas Inc., a Nevada corporation (“Heartland Oil”), whose pri
PLAN AND AGREEMENT OF MERGER Universal Property Development and Acquisition Corporation (A Nevada Corporation) and ProCore Group, Inc. (A California Corporation)Merger Agreement • July 15th, 2005 • Procoregroup Inc • Games, toys & children's vehicles (no dolls & bicycles) • Nevada
