0001469299-11-000003 Sample Contracts

SECURITY AGREEMENT
Security Agreement • January 5th, 2011 • United American Petroleum Corp. • Greeting cards • Nevada

THIS SECURITY AGREEMENT (this “Agreement”) is made as of December 31, 2010, by and between United American Petroleum Corp., a Nevada corporation (the “Company”) and the party executing below as a secured party (collectively, the “Secured Party”).

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EMPLOYMENT AGREEMENT
Employment Agreement • January 5th, 2011 • United American Petroleum Corp. • Greeting cards • Nevada

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of October 15, 2010 (the “Effective Date”), and is by and between United American Petroleum Corp., a Nevada corporation (the “Corporation”), and Michael Carey (the “Executive”).

STOCK VESTING AGREEMENT
Stock Vesting Agreement • January 5th, 2011 • United American Petroleum Corp. • Greeting cards • Nevada

THIS STOCK VESTING AGREEMENT (“Agreement”), is made and entered into as of this 31st day of December, 2010, by and between United American Petroleum Corp., a Nevada corporation (the “Company”) Ryan Hudson, an individual (“Executive”) and Esquire Consulting, Inc. (the “Escrow Agent”).

NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • January 5th, 2011 • United American Petroleum Corp. • Greeting cards • Nevada

THIS NOTE AND WARRANT PURCHASE AGREEMENT (“Agreement”) is made and entered into on December 31, 2010, by and between United American Petroleum Corp., a Nevada corporation (the “Company”), and ______________________ (the “Lender”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 5th, 2011 • United American Petroleum Corp. • Greeting cards

This Agreement is made pursuant to the Note and Warrant Purchase Agreement and the Senior Secured Convertible Promissory Note, dated as of the date hereof between the Company and the Purchaser (the “Note”).

LOCK-UP AGREEMENT
Lock-Up Agreement • January 5th, 2011 • United American Petroleum Corp. • Greeting cards • Nevada

This LOCK-UP AGREEMENT (the “Agreement”) is made as of the 31st day of December, 2010, by __________ (the “Holder”), in connection with his or its ownership of shares of United American Petroleum Corp., a Nevada corporation (the “Company”).

STOCK CANCELLATION AGREEMENT
Stock Cancellation Agreement • January 5th, 2011 • United American Petroleum Corp. • Greeting cards • Nevada

This Stock Cancellation Agreement (this “Agreement”) is made and entered into on December 31, 2010, by and among Forgehouse, Inc., a Nevada corporation (the “Company”), and Christian Negri ( the “Stockholder”).

AGREEMENT AND PLAN OF MERGER
Merger Agreement • January 5th, 2011 • United American Petroleum Corp. • Greeting cards • Nevada

This Agreement and Plan of Merger (“Agreement”) is made and entered into as of December 31, 2010, by and among United American Petroleum Corp., a Nevada corporation, with its principal office at 3101 Bee Caves Rd., Centre II, Suite 301, Austin, TX 78746 (“UAPC”) Forgehouse, Inc., a Nevada corporation, with its principal office at 1906 Berkeley Avenue, Los Angeles, CA 90026 (“FHI”), and United PC Acquisition Corp., a newly-formed wholly-owned subsidiary of FHI, domiciled in Nevada (“Acquisition Sub” and collectively, the “Parties”).

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Merger Agreement • January 5th, 2011 • United American Petroleum Corp. • Greeting cards

Agreement and Plan of Merger and Reorganization dated December 31, 2010 by and between Forgehouse, Inc., a Nevada corporation (“FHI”) and United American Petroleum Corp., a Nevada corporation (“United”).

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