SECURITY AGREEMENTSecurity Agreement • September 19th, 2007 • Universal Energy Corp. • Crude petroleum & natural gas • New York
This SECURITY AGREEMENT, dated as of September ___, 2007 (this "Agreement"), is among Universal Energy Corp., a Delaware corporation (the "Company"), all of the Subsidiaries of the Company (such subsidiaries, the "Guarantors" and together with the Company, the "Debtors") and the holders of the Company's 8% Secured Convertible Debentures due August 31, 2009 and issued on September ____, 2007 in the original aggregate principal amount of up to $5,000,000 (collectively, the "Debentures") signatory hereto, their endorsees, transferees and assigns (collectively, the "Secured Parties").
ContractWarrant Agreement • September 19th, 2007 • Universal Energy Corp. • Crude petroleum & natural gas • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 19th, 2007 • Universal Energy Corp. • Crude petroleum & natural gas • New York
SECURITIES PURCHASE AGREEMENT (this "AGREEMENT," "PURCHASE AGREEMENT," or "SECURITIES PURCHASE AGREEMENT"), dated as of September ___, 2007, by and among UNIVERSAL ENERGY CORP., a Delaware corporation, ("COMPANY"), and each buyer listed on the Schedule of Buyers attached hereto (each, including its successors and assigns, a "BUYER" and collectively the "BUYERS").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 19th, 2007 • Universal Energy Corp. • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this "Agreement"), dated as of September _____, 2007, by and between UNIVERSAL ENERGY CORP., a Delaware corporation (the "Company"), and each buyer identified on the Schedule of Buyers attached hereto (collectively, the "BUYERS" and each individually, the "BUYER").
PLEDGE AGREEMENTPledge Agreement • September 19th, 2007 • Universal Energy Corp. • Crude petroleum & natural gas • New York
PLEDGE AGREEMENT (this "Agreement"), dated as of September _____, 2007, made by each entity listed as a pledgor on the signature pages hereto (each a "Pledgor" and collectively, the "Pledgors"), in favor of ROswell Captial Partners, LLC, a Georgia Limited Liability company, in its capacity as collateral agent (in such capacity, the "Collateral Agent") for the "Buyers" (as defined below) party to the Securities Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the "Securities Purchase Agreement").
SUBSIDIARY GUARANTEESubsidiary Guarantee • September 19th, 2007 • Universal Energy Corp. • Crude petroleum & natural gas • New York
SUBSIDIARY GUARANTEE, dated as of September ______, 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 the purchasers signatory (collectively, the "Purchaser") to that certain Securities Purchase Agreement, dated as of the date hereof, between Universal Energy Corp. (the "Company") and the Purchaser.
ContractWarrant Agreement • September 19th, 2007 • Universal Energy Corp. • Crude petroleum & natural gas • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.
LIMITED STANDSTILL AGREEMENTLimited Standstill Agreement • September 19th, 2007 • Universal Energy Corp. • Crude petroleum & natural gas • New York
This AGREEMENT (the "Agreement") is made as of the ____ day of September, 2007, by the signatories hereto (each, a "Holder"), in connection with his ownership of shares of Universal Energy Corp., a Delaware corporation (the "Company").
