REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 24th, 2007 • Universal Property Development & Acquisition Corp • Crude petroleum & natural gas
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 6, 2007, between Univeral Property Development and Acquisition Corporation, a Nevada corporation (the “Company”), and Sheridan Asset Managment, LLC(the “Purchaser”).
SECURITY AGREEMENTSecurity Agreement • April 24th, 2007 • Universal Property Development & Acquisition Corp • Crude petroleum & natural gas • New York
SECURITY AGREEMENT, dated as of April 6, 2007 (this “Agreement”), by and among Universal Property Development and Acquisition Corporation, a Nevada corporation (the “Company”), Canyon Creek Oil and Gas, Inc. and Catlin Oil and Gas, Inc. (the “Operating Subsidiaries”), Nevada corporations whose principal place of business is located at 14255 US HWY, 1 Suite 209, Juno Beach, FL 33408, Kamal Abdallah, a US citizen and resident of the state of Texas, whose primary residence is 8 Links Green, San Antonio, TX 78257, Christopher J. McCauley, a US citizen and resident of the state of Ohio, whose primary residence is 5408 Valley Pkwy., Brecksville, OH 44141 (Messrs. Abdallah and McCauley and the Operating Subsidiaries, collectively, the “Guarantors”)(the Company and Guarantors are collectively referred to as the “Debtors”) and Sheridan Asset Management LLC, as the holder of the Company’s Subordinated Secured Promissory Note due April 6, 2008 in the original aggregate principal amount of $3,635,
ContractWarrant Agreement • April 24th, 2007 • Universal Property Development & Acquisition Corp • Crude petroleum & natural gas • 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 UNIVERSAL PROPERTY DEVELOPMENT AND ACQUISITION CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
LOAN AGREEMENTLoan Agreement • April 24th, 2007 • Universal Property Development & Acquisition Corp • Crude petroleum & natural gas • New York
This Loan Agreement (this “Agreement”) is dated as of April 6, 2007 between Universal Property Development and Acquisition Corporation, a Nevada corporation whose principal place of business is located at 14255 US HWY, 1 Suite 209, Juno Beach, FL 33408 (“UPDA” or the “Company”), Canyon Creek Oil and Gas, Inc. and Catlin Oil and Gas, Inc. (the “Operating Subsidiaries”), Nevada corporations whose principal place of business is located at 14255 US HWY, 1 Suite 209, Juno Beach, FL 33408, Kamal Abdallah, a US citizen and resident of the state of Texas, whose primary residence is 8 Links Green, San Antonio, TX 78257, Christopher J. McCauley, a US citizen and resident of the state of Ohio, whose primary residence is 5408 Valley Pkwy., Brecksville, OH 44141 (Messrs. Abdallah and McCauley, collectively, the “Guarantors”), and Sheridan Asset Management, LLC, a Delaware limited liability company whose principal place of business is located at 1025 Westchester Avenue, Suite 311, White Plains, NY 1
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 24th, 2007 • Universal Property Development & Acquisition Corp • Crude petroleum & natural gas • Nevada
THIS STOCK PURCHASE AGREEMENT is entered into as of April __, 2007 by and between HEARTLAND OIL AND GAS, CORP., a Nevada corporation (the “Company”), and UNIVERSAL PROPERTY DEVELOPMENT & ACQUISITION CORPORATION, a Nevada corporation (the “Purchaser”).
GUARANTY AGREEMENTGuaranty Agreement • April 24th, 2007 • Universal Property Development & Acquisition Corp • Crude petroleum & natural gas • New York
Guaranty Agreement, dated as of April 6, 2007, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of Sheridan Asset Management, LLC (the "Lender") relating to that certain Loan Agreement, dated as of the date hereof, between Universal Property Development and Acquisition Corporation, a Nevada corporation (the “Company”) and the Lender.
SECURITY AGREEMENTSecurity Agreement • April 24th, 2007 • Universal Property Development & Acquisition Corp • Crude petroleum & natural gas • Nevada
THIS SECURITY AGREEMENT (this “Agreement”) is made as of September 29, 2006 by and between (together with its successors and permitted assigns, the “Secured Party”); Heartland Oil and Gas Corp. (together with its successors and permitted assigns, the “Borrower”); and the subsidiaries of Borrower set forth on (together with their successors and permitted assigns, collectively and jointly and severally, the “Subsidiary Guarantors”, and together with the Borrower, collectively and jointly and severally, the “Grantors”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 24th, 2007 • Universal Property Development & Acquisition Corp • Crude petroleum & natural gas • Delaware
NOTE PURCHASE AGREEMENT, dated as of April 19, 2007 (this “Agreement”), by and among SDS Capital Group SPC, Ltd. (“SDS”, or a “Seller”), BayStar Capital II, L.P. (“BayStar”, or a “Seller,” together with SDS, the “Sellers”), and Universal Property Development & Acquisition Corporation (the “Purchaser”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • April 24th, 2007 • Universal Property Development & Acquisition Corp • Crude petroleum & natural gas • New York
SUBSIDIARY GUARANTEE, dated as of April 6, 2007, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of Sheridan Asset Management LLC (the "Lender") to that certain Loan Agreement, dated as of the date hereof, between Universal Property Development and Acquisition Corporation, a Nevada corporation (the “Company”) and the Lender.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • April 24th, 2007 • Universal Property Development & Acquisition Corp • Crude petroleum & natural gas • Delaware
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of April 19, 2007 by and between SDS Capital Group SPC, Ltd. (“Assignor”), and Universal Property Development & Acquisition Corporation (“Assignee”), pursuant to that certain Note Purchase Agreement (the “Note Purchase Agreement”) dated as of April 19, 2007 by and among Assignor, BayStar Capital II, L.P., and the Assignee. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Note Purchase Agreement.
SUBORDINATION AGREEMENTSubordination Agreement • April 24th, 2007 • Universal Property Development & Acquisition Corp • Crude petroleum & natural gas • New York
THIS SUBORDINATION AGREEMENT, dated as of April 6, 2007 (this “Subordination Agreement”) is by and among Kamal Abdallah, a US citizen and resident of the state of Texas, whose primary residence is 8 Links Green, San Antonio, TX 78257, (the “Junior Subordinated Obligation Holder”), Universal Property Development and Acquisition Corporation, a Nevada corporation (the “Borrower”), and Sheridan Asset Management, LLC, a Delaware limited liability company (the “Lender”).
ESCROW AGREEMENTEscrow Agreement • April 24th, 2007 • Universal Property Development & Acquisition Corp • Crude petroleum & natural gas • New York
ESCROW AGREEMENT, dated April 6, 2007, between Sheridan Asset Management, LLC (“Sheridan”), Universal Property Development and Acquisition Company (“UPDA”) and Katten Muchin Rosenman LLP (the “Escrow Agent”).
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND,...Note • April 24th, 2007 • Universal Property Development & Acquisition Corp • Crude petroleum & natural gas • New York
THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). THE FOLLOWING INFORMATION IS BEING PROVIDED PURSUANT TO TREASURY REGULATION SECTION 1.1275-3:
