EXTENSION AGREEMENT
THIS AGREEMENT dated as of the
3rd day
of February, 2010,
AMONG:
UNITED HYDROCARBON
CORPORATION, a corporation formed under the laws of Ontario
- and
-
EXCELARON LLC, a limited
liability corporation formed under the laws of California
(“Excelaron”)
- and
-
MOGUL ENERGY INTERNATIONAL,
INC., a corporation formed under the laws of the State of
Delaware
- and
-
BARISAN ENERGY LIMITED, a
corporation formed under the laws of the Commonwealth of Australia
- and
-
AUSTRALIAN OIL COMPANY
LIMITED, a corporation incorporated under the laws of the Commonwealth of
Australia
- and
-
XXXXXXX DIVINE, an individual
resident in the State of California
- and
-
VESTA CAPITAL CORP., a
corporation formed under the laws of Ontario
(each a
“Party” and
collectively, the “Parties”).
WHEREAS the Parties entered
into a qualifying transaction agreement dated as of January 12, 2010 (the “QT Agreement”);
AND WHEREAS the Parties wish
to amend one of the terms of the QT Agreement in accordance with the terms of
the QT Agreement;
NOW THEREFORE, in
consideration of the mutual covenants and agreements herein contained and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by each of the Parties hereby covenant and agree as
follows:
ARTICLE
13
DEFINED
TERMS
13.1
|
Capitalized
Terms
|
All
capitalized terms which are used herein without being specifically defined
herein shall have the meanings ascribed thereto in the QT
Agreement.
ARTICLE
14
EXTENSION
14.1
|
Deadline
Date
|
Section
1.1 of the QT Agreement is hereby amended by deleting the
following:
|
(w)
|
“Deadline Date” means
January 29, 2010 or such other date as the Parties may, in writing
agree;
|
And
substituting the following therefor:
1
|
(w)
|
“Deadline Date” means
February 17, 2010 or such other date as the Parties may, in writing
agree;
|
ARTICLE
15
GENERAL
15.1
|
Future
Reference to the QT Agreement
|
On and
after the date of this Agreement, each reference in the QT Agreement to “this
Agreement”, “hereunder”, “hereof”, or words of like import referring to the QT
Agreement and each reference in any related document to the “QT Agreement”,
“thereunder”, “thereof”, or words of like import referring to the QT Agreement
shall mean and be a reference to the QT Agreement as amended
hereby.
15.2
|
Confirmation
of QT Agreement
|
The
Parties hereto do hereby confirm and ratify the terms of the QT Agreement as
amended by this Agreement. The QT Agreement remains in full force and
effect, unamended, except as otherwise expressly provided herein.
15.3
|
Governing
Law
|
This
Agreement shall be governed in all respects, including validity, interpretation
and effect, by the Laws of the Province of Ontario and the Laws of Canada
applicable therein. Each Party hereto irrevocably attorns to the non-exclusive
jurisdiction of the courts of the Province of Ontario.
15.4
|
Confidentiality
|
Any
discussions in connection with the Qualifying Transaction in general, the QT
Agreement, this Agreement and the Filing Statement in particular shall be
treated by the Parties hereto as strictly confidential and shall not (without
the prior consent of each of the other Parties hereto or as contemplated or
provided herein) be disclosed by any Party hereto to any person other than a
director, officer, employee, agent, shareholder or professional advisor or, in
the case of Excelaron, a duly appointed manager, of or to that Party hereto with
a need to know for purposes connected with the matters contemplated by this
Agreement and then only on a confidential basis and also on the basis that the
Party concerned will be liable for any breach of confidentiality by a person to
whom it makes disclosure.
15.5
|
Assignment
|
Neither
this Agreement nor any of the rights, interests or obligations hereunder shall
be assigned by any Party hereto without the prior written consent of each of the
Parties hereto.
15.6
|
Further
Assurances
|
Each
Party hereto shall, from time to time, and at all times hereafter, at the
request of the other Parties hereto, but without further consideration, do all
such further acts and execute and deliver all such further documents and
instruments as shall be reasonably required in order to fully perform and carry
out the terms and intent hereof.
15.7
|
Severability
|
Whenever
possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable Law. Any provision of this
Agreement that is invalid or unenforceable in any jurisdiction shall be
ineffective to the extent of such invalidity or unenforceability without
invalidating or rendering unenforceable the remaining provisions hereof, and any
such invalidity or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.
2
15.8
|
Counterpart
Execution
|
This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original but all of which together shall constitute one and the
same instrument.
15.9
|
Third
Party Beneficiary
|
This
Agreement is not intended to, and shall not, confer upon any other person any
rights or remedies hereunder.
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remainder of this page intentionally left blank]
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15.10
|
Investigation
by Parties
|
No
investigations made by or on behalf of any Party or any of its respective
authorized agents at any time shall have the effect of waiving, diminishing the
scope of or otherwise affecting any representation, warranty or covenant made by
another Party in or pursuant to this Agreement.
IN WITNESS WHEREOF, this
Agreement has been duly executed by the Parties as of the date first above
written.
UNITED
HYDROCARBON CORPORATION
|
|||
Per:
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|||
Name: Xxxx
Xxxx
|
|||
Title: President
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EXCELARON LLC | |||
Per: |
|
||
Name: Xxxxx
Xxxxxxxx
|
|
||
Title:
President
|
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MOGUL ENERGY INTERNATIONAL, INC. | |||
Per:
|
|
||
Name: Naeem
Tyab
|
|
||
Title: President
|
|
BARISAN ENERGY I\LIMITED | |||
Per:
|
|
||
Name: Xxxxx
XxXxxxxxxxx
|
|
||
Title:
Director
|
|
4
AUSTRALIAN
OIL COMPANY LIMITED
|
||||||
Per:
|
||||||
Name: Xxxxx
Xxxxxxxx
|
||||||
Title:
Managing Director
|
||||||
WITNESS: |
)
|
XXXXXXX
DIVINE
|
||||
)
|
||||||
Per:
|
|
)
|
Per:
|
|||
Name:
|
)
|
Name: Xxxxxxx
Divine
|
||||
)
|
VESTA
CAPITAL CORP.
|
|||
Per:
|
|||
Name: Xxxxxx
X. Xxxxxx
|
|||
Title: President
& Director
|
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