REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 13th, 2007 • Gulf Western Petroleum Corp • Metal mining • Texas
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 10, 2007, by and among Gulf Western Petroleum Corporation, a Nevada corporation, with principal office located at 4801 Woodway Drive, Suite 306W, Houston, Texas 77056 (the “Company”), and Metage Funds Limited, 8 Pollen Street, London, England, W1S 1NG, and NCIM Capital Limited, 5th Floor, Manfield House, 1 Southampton Street, London, England WC2R OLR (each, a “Buyer,” and collectively, “Buyer”).
SECURITY AGREEMENTSecurity Agreement • September 13th, 2007 • Gulf Western Petroleum Corp • Metal mining • New York
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of September 10, 2007 among GULF WESTERN PETROLEUM CORPORATION, a Nevada corporation (the “Company”), GULF WESTERN PETROLEUM LP, a Texas limited partnership (“Gulf Western”), WHARTON RESOURCES LLC, a Delaware limited liability company (“Wharton GP”), WHARTON RESOURCES CORP., a Delaware corporation (“Wharton LP”, together with Company, Gulf Western, Wharton GP and each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, is hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”), and METAGE FUNDS LIMITED, in its capacity as Collateral Agent (as set forth in Section 5.12 hereof, together with its successors and assigns in such capacity, the “Secured Party”) for the benefit of itself and each of the Buyers (as hereinafter defined).
GUARANTYGuaranty • September 13th, 2007 • Gulf Western Petroleum Corp • Metal mining • New York
This GUARANTY (as amended, restated, supplemented, or otherwise modified and in effect from time to time, this “Guaranty”) is made as of this 10th day of September, 2007, jointly and severally, by each of GULF WESTERN PETROLEUM LP, a Texas limited partnership (“Gulf Western”), WHARTON RESOURCES LLC, a Delaware limited liability company (“Wharton GP”), WHARTON RESOURCES CORP., a Delaware corporation (“Wharton LP”; Gulf Western, Wharton GP and Wharton LP, together with each other person or entity who becomes a party to this Guaranty by execution of a joinder in the form of Exhibit A attached hereto, is referred to individually as a “Guarantor” and collectively as the “Guarantors”) in favor of METAGE FUNDS LIMITED, on its own behalf and in its capacity as collateral agent (together with its successors and assigns in such capacity, the “Collateral Agent”) for the benefit of the entities identified on the Schedule of Buyers attached to the Purchase Agreement defined below, and NCIM LIMITED,
SECURITIES PURCHASE AGREEMENT BY AND AMONG GULF WESTERN PETROLEUM CORPORATION AND METAGE FUNDS LIMITED AND NCIM LIMITED Dated as of September 10, 2007Securities Purchase Agreement • September 13th, 2007 • Gulf Western Petroleum Corp • Metal mining • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 10, 2007, by and among Gulf Western Petroleum Corporation, a Nevada corporation, with principal offices located at 4801 Woodway Drive, Suite 306 W, Houston, Texas, 77056 (together with its predecessors, the “Company”), and Metage Funds Limited and NCIM Limited (together with their respective successors and assigns, individually and collectively, “Buyer”).
PLEDGE AGREEMENTPledge Agreement • September 13th, 2007 • Gulf Western Petroleum Corp • Metal mining • Texas
THIS PLEDGE AGREEMENT, made as of this 10th day of September, 2007 (this “Agreement”), is between GULF WESTERN PETROLEUM CORPORATION, a Nevada corporation (“GWPC”), GULF WESTERN PETROLEUM LP, a Texas limited partnership (“Gulf LP”), WHARTON RESOURCES LLC, a Delaware limited liability company (“Wharton LLC”), WHARTON RESOURCES CORP., a Delaware corporation (“Wharton Corp.”, together with GWPC, Gulf LP, Wharton LLC and each other Person who becomes a party to this Agreement by execution of an addendum in the form of Exhibit B attached hereto, is hereinafter referred to collectively as “Pledgor”), and METAGE FUNDS LIMITED (in its capacity as Collateral Agent for the Buyers identified below (in such capacity, together with its successors and assigns, the “Pledgee”).
