REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 19th, 2007 • United Refining Energy Corp • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ] day of [ ], 2007, by and among United Refining Energy Corp, a Delaware corporation (the “Company”), and the undersigned listed under Investor on the signature page hereto (“Investor”).
40,000,000 Units UNITED REFINING ENERGY CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 19th, 2007 • United Refining Energy Corp • New York
WARRANT AGREEMENTWarrant Agreement • July 19th, 2007 • United Refining Energy Corp • New York
This Warrant Agreement (this “Agreement”) is made as of , 2007, by and between United Refining Energy Corp., a Delaware corporation having its principal place of business at 823 Eleventh Avenue, New York, New York 10019 (“Company”) and American Stock Transfer & Trust Company, a New York corporation with offices at 6201-15th Avenue, Brooklyn, New York 11219 (the “Warrant Agent”).
THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION, EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Purchase Option Agreement • July 19th, 2007 • United Refining Energy Corp • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) , 2008 AND (II) THE CONSUMMATION BY UNITED REFINING ENERGY CORP. (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)). THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M, NEW YORK CITY TIME, ON , 2012.
SUBSCRIPTION AGREEMENTSubscription Agreement • July 19th, 2007 • United Refining Energy Corp • Delaware
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of this 13th day of July, 2007 for the benefit of United Refining Energy Corp., a Delaware corporation (the “Company”), having its principal place of business at 823 11th Avenue, New York, New York 10019 by United Refining, Inc. (“Subscriber”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 19th, 2007 • United Refining Energy Corp • New York
This Agreement is made as of [ ], 2007 by and between United Refining Energy Corp. (the “Company”) and American Stock Transfer & Trust Company (“Trustee”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • July 19th, 2007 • United Refining Energy Corp • New York
SECURITIES ESCROW AGREEMENT, dated as of [ ], 2007 (the “Agreement”) by and among United Refining Energy Corp., a Delaware corporation (the “Company”), the undersigned parties listed as Initial Stockholders on the signature page hereto (collectively, the “Initial Stockholders”) and American Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal and Corporate Opportunities Agreement • July 19th, 2007 • United Refining Energy Corp • New York
THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is made as of July 13, 2007 by and among United Refining Energy Corp. (the “Company”), United Refining, Inc. (“URI”), Red Apple Group, Inc. (“Red Apple”), United Acquisition Corp. (“UAC”) and United Refining Company (“URC”),, in connection with the Company’s proposed public offering of Units pursuant to a registration statement on Form S-1, filed by the Company with the Securities and Exchange Commission (as amended, the “Registration Statement”).
June 27, 2007 United Refining Inc.Service Agreement • July 19th, 2007 • United Refining Energy Corp
SPONSOR’S ADDITIONAL INVESTMENT OPTION AGREEMENT July 13, 2007Additional Investment Option Agreement • July 19th, 2007 • United Refining Energy Corp • Delaware
Subject to the terms and conditions set forth below, United Refining, Inc. (“URI”) hereby has the option to purchase additional units (the “Additional Investment Option”) in United Refining Energy Corp (“we,” “us”, “our” or the “Corporation”), subject to the terms and limitations set forth below:
