NEGATIVE PLEDGENegative Pledge • March 28th, 2007 • Sunrise Energy Resources Inc • Oil & gas field exploration services • Massachusetts
WHEREAS pursuant to one or more promissory notes or debentures (the “Credit Facilities”) between Sunrise Energy Resources, Inc. (the “Company”), the Lender has agreed to make certain loans and other financial accommodations to the Company, upon the terms and conditions set forth therein (the "Loan Agreement");
SECURITY AGREEMENTSecurity Agreement • March 28th, 2007 • Sunrise Energy Resources Inc • Oil & gas field exploration services
THIS SECURITY AGREEMENT (this “Agreement”) is made as of the 26th day of March, 2007, by Sunrise Energy Resources, Inc., a Delaware corporation, having a mailing address at 551 Fifth Avenue, Suite 2020, New York, NY 10017 (the “Company”); TOV Energy-Servicing Company Esko Pivnich (“Esko”), a Ukrainian Closed Joint Stock Company, having a mailing address at 10a Ryleeva St., Kiev, Ukraine (“Esko”); and Pari, Ltd. (“Pari”), a Ukrainian Limited Liability company, having a mailing address at 10a Ryleeva St., Kiev, Ukraine (“Pari”); and together with the Company, individually and collectively, the “Debtors”), for the benefit and security of DUTCHESS PRIVATE EQUITIES FUND, LTD., having a mailing address at 50 Commonwealth Avenue, Suite 2, Boston, Massachusetts 02116 (the “Secured Party”).
SECURED CONTINUING UNCONDITIONAL GUARANTYSecured Continuing Unconditional Guaranty • March 28th, 2007 • Sunrise Energy Resources Inc • Oil & gas field exploration services • Massachusetts
This SECURED CONTINUING UNCONDITIONAL GUARANTY (this “Guaranty”), is made this 26th day of March, 2007, by TOV Energy-Servicing Company Esko Pivnich, a Ukrainian Closed Joint Stock Company, having a mailing address at 10a Ryleeva St., Kiev, Ukraine (“Esko”); and Pari, Ltd., a Ukrainian Limited Liability company, having a mailing address at 10a Ryleeva St., Kiev, Ukraine (“Pari”), and together with Esko, individually and collectively, jointly and severally, the “Guarantor”) in favor of and for the benefit and security of DUTCHESS PRIVATE EQUITIES FUND, LTD., having a mailing address at 50 Commonwealth Avenue, Suite 2, Boston, Massachusetts 02116 (the “Secured Party”).
