PLEDGE AGREEMENTPledge Agreement • November 2nd, 2012 • Gulf United Energy, Inc. • Oil & gas field exploration services • Texas
THIS PLEDGE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of October 29, 2012 by Gulf United Energy, Inc., a Nevada corporation (the “Debtor”), in favor of Sydson Oil & Gas Investments, LLC, a Delaware limited liability company (“Sydson”), in its capacity as Administrative Agent (herein called “Secured Party”) pursuant to the Intercreditor Agreement, dated as of the date hereof, for the benefit of itself and the Investors that are parties to the Purchase Agreement (defined below), together with other investors that join the Purchase Agreement pursuant to a Joinder Agreement, as defined therein, (each an “Investor” and collectively the “Investors”).
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY WITH THIS WARRANT, THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY OTHER APPLICABLE FEDERAL OR...Warrant Agreement • November 2nd, 2012 • Gulf United Energy, Inc. • Oil & gas field exploration services • Texas
THIS WARRANT IS BEING ISSUED PURSUANT TO THE TERMS OF THAT CERTAIN PURCHASE AGREEMENT DATED AS OF THE DATE HEREOF (the “PURCHASE AGREEMENT”), BY AND AMONG GULF UNITED ENERGY, INC., A NEVADA CORPORATION, GULF UNITED ENERGY DE COLOMBIA LTD., A COMPANY ORGANIZED UNDER THE LAWS OF THE BRITISH VIRGIN ISLANDS, GULF UNITED ENERGY DE CUENCA TRUJILLO LTD., A COMPANY ORGANIZED UNDER THE LAWS OF THE BRITISH VIRGIN ISLANDS AND SYDSON OIL & GAS INVESTMENTS, LLC, A DELAWARE LIMITED LIABILITY COMPANY, AND THE OTHER PERSONS SET FORTH THEREIN.
ASSIGNMENT OF COMPANY SHARESAssignment of Company Shares • November 2nd, 2012 • Gulf United Energy, Inc. • Oil & gas field exploration services
THIS ASSIGNMENT OF COMPANY SHARES (the “Assignment”) is entered into by and among Gulf United Energy, Inc., a Nevada corporation (“Assignor”), Gulf United Energy de Cuenca Trujillo Ltd., a company organized under the laws of the British Virgin Islands (“Issuer”), Sydson Oil & Gas Investments, LLC, a Delaware limited liability company (“Assignee”), in its capacity as Administrative Agent for the benefit of itself and the Investors that are parties to the Purchase Agreement, together with other investors that join the Purchase Agreement pursuant to a Joinder Agreement, as defined therein, (each an “Investor” and collectively the “Investors”), dated as of October 29, 2012, but effective as of the Transfer Date (as defined below).
ESCROW AGREEMENTEscrow Agreement • November 2nd, 2012 • Gulf United Energy, Inc. • Oil & gas field exploration services • Texas
This Escrow Agreement (“Agreement”) is entered into as of October 29, 2012, by and among Gulf United Energy, Inc., a Nevada corporation (“Gulf”), Gulf United Energy de Colombia Ltd., a company organized under the laws of the British Virgin Islands, (“BVI Colombia”), Gulf United Energy de Cuenca Trujillo Ltd., a company organized under the laws of the British Virgin Islands (“BVI Peru”, together with BVI Colombia, the “BVI Subs”), Sydson Oil & Gas Investments, LLC, a Delaware limited liability company (“Sydson”), as Administrative Agent (in such capacity, “Administrative Agent”) for the benefit of itself and the Investors that are parties to the Purchase Agreement, together with other investors that join the Purchase Agreement (defined below) pursuant to a Joinder Agreement, as defined therein, (each an “Investor” and collectively the “Investors”; together with Gulf and the BVI Subs, the “Depositors”) and [__] (the “Escrow Agent”).
PURCHASE AGREEMENTPurchase Agreement • November 2nd, 2012 • Gulf United Energy, Inc. • Oil & gas field exploration services • Texas
THIS PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of October 29, 2012 (“Closing Date”), by and among Gulf United Energy, Inc., a Nevada corporation (“Gulf”), Gulf United Energy de Colombia Ltd., a company organized under the laws of the British Virgin Islands and a wholly-owned subsidiary of Gulf (“BVI Colombia”), Gulf United Energy de Cuenca Trujillo Ltd., a company organized under the laws of the British Virgin Islands and a wholly-owned subsidiary of Gulf (“BVI Peru”, together with BVI Colombia, the “BVI Subs”, and together with Gulf, each a “Company” and collectively, the “Companies”), Sydson Oil & Gas Investments, LLC, a Delaware limited liability company (“Sydson”), as administrative agent (in such capacity, “Administrative Agent”) for itself and the other investors set forth on the signature pages hereof and any New Investors (as defined below) party hereto from time to time (each an “Investo
GUARANTY OFGuaranty • November 2nd, 2012 • Gulf United Energy, Inc. • Oil & gas field exploration services • Texas
THIS GUARANTY (as amended, restated, or supplemented from time to time, this “Guaranty”) is executed as of October 29, 2012, by the undersigned (“Guarantor”) for the benefit of Sydson Oil & Gas Investments, LLC, as administrative agent (in such capacity, “Administrative Agent”) for the benefit of the Investors (as defined below).
