0001432093-10-000159 Sample Contracts

PARTICIPATION AGREEMENT
Participation Agreement • March 23rd, 2010 • Gulf United Energy, Inc. • Metal mining • Texas

THIS Participation Agreement (this “Agreement”) is entered into on the 12th day of March, 2010 (the “Execution Date”) between Upland Oil and Gas, LLC Sucursal del Peru, a Texas limited liability company acting through its branch registered under the laws of the Republic of Peru (“Operator”), and Gulf United Energy del Peru Ltd., a company organized and existing under the laws of the British Virgin Islands (“Gulf”). Operator and Gulf are sometimes referred to collectively as “Parties” and individually as “Party.”

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DEED OF ASSIGNMENT Regional Studies Agreement Areas I, II, III and IV
Deed of Assignment • March 23rd, 2010 • Gulf United Energy, Inc. • Metal mining

This Assignment is made and entered into as of March 12, 2010, between Upland Oil and Gas LLC Sucursal del Peru (“Upland”), as assignor, and Gulf United Energy del Peru Ltd. (“Gulf”), as assignee.

DEBT CONVERSION AGREEMENT
Debt Conversion Agreement • March 23rd, 2010 • Gulf United Energy, Inc. • Metal mining • Texas

This Debt Conversion Agreement (“Agreement”) is effective as of March 12, 2010, by and between Gulf United Energy, Inc., a Nevada corporation (the “Company”) and James M. Askew (“Investor”).

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