ContractWarrant Agreement • April 12th, 2005 • United Energy Corp /Nv/ • Oil & gas field services, nec • 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 UNITED ENERGY CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDMENT AND WAIVERSecurities Purchase Agreement • April 12th, 2005 • United Energy Corp /Nv/ • Oil & gas field services, nec • New York
This AMENDMENT AND WAIVER (this “Amendment”), dated as of February 28, 2005, is entered into by and between UNITED ENERGY CORP., a Nevada corporation (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), for the purpose of amending the terms of (i) the Securities Purchase Agreement, dated as of March 24, 2004, by and between the Company and Laurus (as amended, modified and/or supplemented from time to time, the “Securities Purchase Agreement”), (ii) the Secured Convertible Term Note, dated March 24, 2004 (as amended, modified and/or supplemented from time to time, the “Term Note”) issued by the Company pursuant to the Securities Purchase Agreement and (iii) the Registration Rights Agreement by and between the Company and Laurus, dated as of March 24, 2004 (as amended, modified and/or supplemented from time to time, the “Registration Rights Agreement” and, together with the Securities Purchase Agreement and the Term Note, the “Loan Documents”). Capitalized
