REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 17th, 2007 • United Refining Energy Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 11th day of December, 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”).
WARRANT AGREEMENTWarrant Agreement • December 17th, 2007 • United Refining Energy Corp • Blank checks • New York
This Warrant Agreement (this “Agreement”) is made as of December 11, 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 Continental Stock Transfer & Trust Company, a New York corporation with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
45,000,000 Units UNITED REFINING ENERGY CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • December 17th, 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:
AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • December 17th, 2007 • United Refining Energy Corp • Blank checks • Delaware
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of this 11th day of December, 2007 for the benefit of United Refining Energy Corp., a Delaware corporation (the “Company”), having its principal place of business at 823 Eleventh Avenue, New York, New York 10019 by United Refining, Inc. (“Subscriber”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • December 17th, 2007 • United Refining Energy Corp • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of December 11, 2007 (the “Agreement”) by and among United Refining Energy Corp., a Delaware corporation (the “Company”), the undersigned party listed as the Initial Stockholder on the signature page hereto (collectively, the “Initial Stockholder”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 17th, 2007 • United Refining Energy Corp • Blank checks • New York
This Agreement is made as of December 11, 2007 by and between United Refining Energy Corp. (the “Company”), whose principal office is located at 823 Eleventh Avenue, New York, New York 10019, and Continental Stock Transfer & Trust Company (“Trustee”), located at 17 Battery Place, New York, New York 10004.
