REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 9th, 2006 • United Energy Corp /Nv/ • Oil & gas field services, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of this 9th day of March 2006 by and among United Energy Corp., a corporation organized under the laws of Nevada (the “Company”), and Sherleigh Associates Inc., Profit Sharing Plan (“Purchaser”) pursuant to the Second Amendment, dated the date hereof (the “Amendment”), to that certain Securities Purchase Agreement, dated March 18, 2005, by and among the Company and the Purchasers identified therein.
UNITED ENERGY CORP. FEBRUARY 2006 SERIES C PURCHASE WARRANT WARRANT (“WARRANT”) TO PURCHASE SHARES OF COMMON STOCK, $0.01 PAR VALUE PER SHAREUnited Energy Corp /Nv/ • March 9th, 2006 • Oil & gas field services, nec • New York
This is to certify that, FOR VALUE RECEIVED, Sherleigh Associates Inc. Profit Sharing Plan(“Warrantholder”), is entitled to purchase, subject to the provisions of this Warrant, from United Energy Corp., a corporation organized under the laws of Nevada (“Company”), at any time and from time to time commencing from the Issuance Date (“Exercise Date”), but not later than 5:00 P.M., Eastern time, on the fifth (5th) anniversary of the Issuance Date (“Expiration Date”), a total of FIVE MILLION FOUR THOUSAND (5,004,000) shares (“Warrant Shares”) of Common Stock, $0.01 par value (“Common Stock”) of the Company, at an initial exercise price per share of One Dollar ($1.00). The exercise price in effect from time to time is hereafter called the “Warrant Price”. The number of Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time as described herein.
SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 9th, 2006 • United Energy Corp /Nv/ • Oil & gas field services, nec • New York
This Second Amendment (the “Amendment”) is made as of the 9th day of March, 2006, to amend that certain Securities Purchase Agreement dated as March 18, 2005 (as amended by an Amendment and Waiver Agreement dated August 25, 2005, and a First Amendment Agreement dated as of January 26, 2006, collectively, the “Purchase Agreement”), by and among United Energy Corp., a Nevada corporation (the “Company”) with Sherleigh Associates Inc. Profit Sharing Plan (“Sherleigh”), and Joseph J. Grano (“Grano” and collectively with Sherleigh, the “Purchasers”).
