WARRANT AGREEMENTWarrant Agreement • October 12th, 2007 • United Refining Energy Corp • Blank checks • 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,...United Refining Energy Corp • October 12th, 2007 • Blank checks • 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.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 12th, 2007 • United Refining Energy Corp • Blank checks • 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”).
25,000,000 Units UNITED REFINING ENERGY CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • October 12th, 2007 • United Refining Energy Corp • Blank checks • New York
The undersigned, United Refining Energy Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Deutsche Bank Securities Inc. (“Deutsche Bank’) and Maxim Group LLC (“Maxim” and together with Deutsche Bank, hereinafter referred to as “you” or the “Representatives”) and with the other underwriters named on Schedule A hereto for which you are acting as representatives (the Representatives and the other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • October 12th, 2007 • United Refining Energy Corp • Blank checks • 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”).
