0001144204-10-020223 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 15th, 2010 • Epic Energy Resources, Inc. • Services-management consulting services • Texas

This Registration Rights Agreement (this “Agreement”) is made and entered into as of this ____ day of ________________, 2010, between Epic Energy Resources, Inc., a Colorado corporation (the “Company”) and each of the several signatories hereto pursuant to the Subscription Agreement (the “Purchase Agreement”), dated as of the date hereof, between the Company and each purchaser therein (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”) and each of the several signatories hereto pursuant to the Waiver and Amendment of Debenture (“Debenture Amendment”), dated as of the date hereof, between the Company and each participant therein (each such participant, a “Debenture Holder” and, collectively, the “Debenture Holders”) and each of the several signatories hereto pursuant to the Series C Exchange Offer Agreement (“Series C Agreement”), dated as of the date hereof, between the Company and each participant therein (each such participant, a “Series C Holder” and, collective

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SERIES C WARRANTS EXCHANGE AGREEMENT
Warrant Exchange Agreement • April 15th, 2010 • Epic Energy Resources, Inc. • Services-management consulting services • New York

THIS SERIES C WARRANTS EXCHANGE AGREEMENT (this “Agreement”) is dated as of April ___, 2010, by and between Epic Energy Resources, Inc., a Colorado corporation (the “Corporation”), and the undersigned individuals (each, a “Holder” and collectively, the “Holders”). The Corporation and each Holder are referred to as a “Party” and collectively as the “Parties”.

EXECUTIVE OFFICER SALARY EXCHANGE AGREEMENT
Executive Officer Salary Exchange Agreement • April 15th, 2010 • Epic Energy Resources, Inc. • Services-management consulting services • Texas

THIS EXECUTIVE OFFICER SALARY EXCHANGE AGREEMENT (this “Agreement”) is dated as of _____________, 2010, by and between Epic Energy Resources, Inc., a Colorado corporation (the “Corporation”), and the undersigned individual (the “Executive”). The Corporation and Executive are referred to as a “Party” and collectively as the “Parties”.

DEBENTURE EXCHANGE AGREEMENT
Debenture Exchange Agreement • April 15th, 2010 • Epic Energy Resources, Inc. • Services-management consulting services • New York

THIS DEBENTURE EXCHANGE AGREEMENT (this “Agreement”) is dated as of April ___, 2010, by and between Epic Energy Resources, Inc., a Colorado corporation (the “Corporation”), and the undersigned individual (a “Holder” and collectively, the “Holders”). The Corporation and Holder are referred to as a “Party” and collectively as the “Parties”.

AMENDMENT OF SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 15th, 2010 • Epic Energy Resources, Inc. • Services-management consulting services • New York

This AMENDMENT OF SECURITIES PURCHASE AGREEMENT dated as of April ___, 2010 (this “Amendment”), is among EPIC ENERGY RESOURCES, INC., a Colorado corporation (the “Company”), and one or more of the holders of the Company’s 10% secured debentures due December 5, 2012 and issued on December 5, 2007 (each a “Holder” and, collectively, the “Holders”).

DIRECTOR FEE EXCHANGE AGREEMENT
Director Fee Exchange Agreement • April 15th, 2010 • Epic Energy Resources, Inc. • Services-management consulting services • Texas

THIS DIRECTOR FEE EXCHANGE AGREEMENT (this “Agreement”) is dated as of April ___, 2010, by and between Epic Energy Resources, Inc., a Colorado corporation (the “Corporation”), and the undersigned individual (the “Director”). The Corporation and Director are referred to as a “Party” and collectively as the “Parties”.

SUBSCRIPTION AGREEMENT
Subscription Agreement • April 15th, 2010 • Epic Energy Resources, Inc. • Services-management consulting services • Texas
EMPLOYEE SALARY EXCHANGE AGREEMENT
Employee Salary Exchange Agreement • April 15th, 2010 • Epic Energy Resources, Inc. • Services-management consulting services • Texas

THIS EMPLOYEE SALARY EXCHANGE AGREEMENT (this “Agreement”) is dated as of _____________, 2010, by and between Epic Energy Resources, Inc., a Colorado corporation (the “Corporation”), and the undersigned individual (the “Employee”). The Corporation and Employee are referred to as a “Party” and collectively as the “Parties”.

WAIVER AND AMENDMENT TO DEBENTURE
Debenture Amendment • April 15th, 2010 • Epic Energy Resources, Inc. • Services-management consulting services • New York

This WAIVER AND AMENDMENT TO DEBENTURE dated as of April __, 2010 (this “Amendment”), is among EPIC ENERGY RESOURCES, INC., a Colorado corporation (the “Company”), and one or more of the holders of the Company’s 10% secured debentures due December 5, 2012, and issued on December 5, 2007 (each a “Holder” and, collectively, the “Holders”).

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