0001181431-08-063052 Sample Contracts

Contract
Securities Purchase Agreement • November 20th, 2008 • Universal Energy Corp. • Crude petroleum & natural gas • New York

SECURITIES PURCHASE AGREEMENT (this "AGREEMENT," “PURCHASE AGREEMENT,” or “SECURITIES PURCHASE AGREEMENT”), dated as of October ___, 2008, 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”).

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LIMITED STANDSTILL AGREEMENT
Limited Standstill Agreement • November 20th, 2008 • Universal Energy Corp. • Crude petroleum & natural gas • New York

This AGREEMENT (the "Agreement") is made as of the ____ day of October, 2008, by the signatories hereto (each, a "Holder"), in connection with his ownership of shares of Universal Energy Corp., a Delaware corporation (the "Company").

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