0001104659-10-032523 Sample Contracts

Mr. Frederick M. Pevow, Jr. Houston, TX 77024 June 1, 2010
GEC Holding, LLC • June 4th, 2010 • Natural gas transmission • Delaware

WHEREAS, on February 23, 2010, Mr. Pevow entered into an agreement with Mr. Buterin, which was subsequently amended on February 26 and March 16, pursuant to which Mr. Buterin agreed to vote 2,169,896 shares of common stock (the “Common Stock”) of Gateway Energy Corporation (the “Company”) (the “Voting Agreement Shares”) as instructed by Mr. Pevow and granted an irrevocable proxy to Mr. Pevow with respect to those shares (the “Voting Agreement”).

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AGREEMENT
Agreement • June 4th, 2010 • GEC Holding, LLC • Natural gas transmission • Delaware

This Agreement and Mutual Release (the “Agreement”), dated June 1, 2010 is entered into by GEC Holding, LLC, a Delaware limited liability company (“GEC”), Frederick M. Pevow, Jr., an individual and sole member of GEC (together with GEC, “Pevow”), and Gateway Energy Corporation, a Delaware corporation (the “Company”).

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