Zulu Energy Corp. Sheridan, Wyoming 82801 Telephone: (307) 751-5517
000
X. Xxxx Xxxxxx
Xxxxxxxx,
Xxxxxxx 00000
Telephone:
(000) 000-0000
May
21,
2008
Dear
Xx.
Xxxxxxxxxx:
This
letter agreement (the “Agreement”)
reflects the terms and conditions under which the holders (individually an
“Option
Holder”
and
collectively the “Option
Holders”)
of
options (the “Options”)
to
purchase shares (the “Shares”)
of
common stock (the “Common
Stock”)
of Zulu
Energy Corp. (the “Company”)
agree
to amend their options to temporarily delay their ability to exercise any Option
held by such Option Holder.
As
you
may be aware, the Company is in the process of obtaining funds through one
or
more financings (each a “Financing”)
sufficient to commence exploration operations on the Company’s leased properties
in the Republic of Botswana (the “Exploration
Operations”).
The
Company currently has 100,000,000 shares of Common Stock authorized under its
Articles of Incorporation, as amended (the “Articles”),
and
such amount of authorized shares is insufficient to accomplish the financing(s)
required to obtain funds sufficient to consummate the Exploration Operations.
The Company intends to amend the Articles to increase its authorized shares
of
Common Stock to at least 150,000,000 shares of Common Stock as promptly as
practicable after the closing of the initial Financing, which closed on Monday,
May 7, 2008.
The
undersigned and each Option Holder holds Options, which are fully vested,
pursuant to each Option Holder’s employment agreement with the Company.
Additionally,
the undersigned is to receive shares of restricted Common Stock (the
“Restricted
Stock”)
from
the Company pursuant to the terms of his employment agreement with the Company
(the “Employment
Agreement”),
which
have not yet been issued.
To
facilitate the Company’s ability to accomplish the Financing(s) and to raise
funds sufficient to consummate the Exploration Operations, the undersigned
agrees to waive certain rights concerning (i) the exercise of his Options,
(ii)
the receipt of the shares of Restricted Stock pursuant to his Employment
Agreement and (iii) to enter into certain other agreements as further described
below.
In
consideration of the foregoing, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the undersigned
agrees as follows:
1.
Waiver
and Agreement.
The
undersigned hereby consents and agrees to waive his right and ability to (i)
exercise any Option held by the undersigned and (ii) receive the shares of
Restricted Stock from the Company until such time as the Company has amended
its
Articles to increase its authorized shares of Common Stock to at least
150,000,000 shares.
2. Governing
Law.
THIS
AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
AND DECISIONS OF THE STATE OF COLORADO, WITHOUT REGARD TO THE CONFLICT OF LAWS
PROVISIONS THEREOF.
3. Captions.
Section
captions and headings used in this Agreement are for convenience only, and
shall
not affect the construction of this Agreement.
4. Severability.
Whenever possible, each provision of this Agreement shall be interpreted in
such
manner as to be effective and valid under applicable law, but if any provision
of this Agreement shall be prohibited by or invalid under such law, such
provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of this Agreement.
5. Counterparts
and Execution of Agreement.
This
Agreement may be executed in any number of counterparts and by the different
parties hereto on separate counterparts, and each such counterpart shall be
deemed to be an original, but all such counterparts shall together constitute
one and the same agreement. The exchange of copies of this Agreement and of
signature pages by facsimile transmission shall constitute effective execution
and delivery of this Agreement as to the parties and may be used in lieu of
the
original Agreement for all purposes. Signatures of the parties transmitted
by
facsimile shall be deemed to be their original signatures of all
purposes.
6. Successors
and Assigns.
This
Agreement shall be binding upon the parties hereto and their respective
successors and assigns, and shall inure to the benefit of such parties and
their
respective successors and assigns.
7. Enforceability.
The
parties further acknowledge and agree that the enforceability of this Agreement
as it pertains to the undersigned shall not be dependent upon obtaining an
executed Agreement from any other Option Holder or any other holder of the
Company’s securities.
8. Full
Force and Effect.
Except
as specifically stated in this Agreement this Agreement shall not limit,
diminish or waive the obligations of the parties under (i) the Options,
(ii) the Employment Agreement concerning the grant of the shares of
Restricted Stock and (iii) the parties reaffirm their obligations under the
Options and Employment Agreement concerning the Restricted Stock and agree
that
the Options and Employment Agreement remain in full force.
9. Information.
The
undersigned acknowledges that it has all information needed to enter into the
agreements and make the waivers contemplated by this Agreement and if it has
requested any information from the Company it acknowledges receiving the
same.
[Remainder
of Page Intentionally Left Blank]
If
you
accept the foregoing terms, please execute in the space provided below and
return one copy to the Company as soon as possible.
Sincerely,
| By: |
/s/
Xxxxx
Xxxxxxxxx
Xxxxx
Xxxxxxxxx
Executive
Vice President and Chief Financial
Officer
|
AGREED
AND ACCEPTED effective as of the date set forth above:
OPTION
HOLDER:
| Signature of Individual: |
/s/
Xxxx
Xxxxxxxxxx
|
| Printed Name of Individual: | Xxxx Xxxxxxxxxx |
Address
City,
State, Postal or Zip Code, Country
[Signature
Page to Letter Agreement]
