1 EXHIBIT 10(b) DISTRIBUTION AGREEMENT Agreement made this 25 day of August, 1999 by and between UNITED ENERGY CORPORATION ("UNRG") with a principal place of business located at 600 Meadowlands Parkway #20, Secaucus, New Jersey 07094, and...Agreement • June 20th, 2000 • United Energy Corp /Nv/ • New York
EXHIBIT 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of March 24, 2004, by and between UNITED ENERGY CORP., a Nevada corporation (the "Company"), and Laurus Master Fund, Ltd. (the...Registration Rights Agreement • March 30th, 2004 • United Energy Corp /Nv/ • Oil & gas field services, nec • New York
EXHIBIT 10.5 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON...United Energy Corp /Nv/ • March 30th, 2004 • Oil & gas field services, nec • New York
EXHIBIT 10.1 UNITED ENERGY CORP. SECURITIES PURCHASE AGREEMENT MARCH 24, 2004Securities Purchase Agreement • March 30th, 2004 • United Energy Corp /Nv/ • Oil & gas field services, nec • New York
RECITALS:Common Stock and Warrant Purchase Agreement • May 24th, 2002 • United Energy Corp /Nv/ • Oil & gas field services, nec
R E C I T A L SExclusive Distribution Agreement • December 20th, 2000 • United Energy Corp /Nv/ • Oil & gas field services, nec • New Jersey
1 EXHIBIT 4(a)United Energy Corp /Nv/ • June 20th, 2000
1 LINE OF CREDIT AGREEMENT UNITED ENERGY CORPORATION of, 600 Meadowlands Parkway #20, Secaucus, NJ 07094 (jointly and severally if more than one, the "Borrower") and FLEET BANK, N.A., a national banking association created and existing under the laws...Line of Credit Agreement • December 20th, 2000 • United Energy Corp /Nv/ • Oil & gas field services, nec • New Jersey
ContractUnited Energy Corp /Nv/ • April 12th, 2005 • Oil & gas field services, nec • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO UNITED ENERGY CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.
EXHIBIT 10.3 UNITED ENERGY CORP. SECURITY AGREEMENTSecurity Agreement • March 30th, 2004 • United Energy Corp /Nv/ • Oil & gas field services, nec • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 24th, 2006 • United Energy Corp /Nv/ • Oil & gas field services, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of this ___ day of _________, 2006 by and among United Energy Corp., a corporation organized under the laws of Nevada (the “Company”), and the persons identified as Purchasers pursuant to that certain Securities Purchase Agreement of even date herewith by and among the Company and such Purchasers (the “Purchase Agreement”).
ARTICLE I INTEREST & AMORTIZATIONUnited Energy Corp /Nv/ • March 30th, 2004 • Oil & gas field services, nec • New York
COMMON STOCK AND WARRANT PURCHASE AGREEMENTCommon Stock and Warrant Purchase Agreement • September 13th, 2005 • United Energy Corp /Nv/ • Oil & gas field services, nec
This Common Stock and Warrant Purchase Agreement (this “Agreement”) is made as of April ___, 2002 between United Energy Corp., a Nevada corporation (the “Company”), and the investor set forth on the signature page hereto (“Investor”).
UNITED ENERGY CORP. PURCHASE WARRANT WARRANT (“WARRANT”) TO PURCHASE SHARES OF COMMON STOCK, $0.01 PAR VALUE PER SHAREUnited Energy Corp /Nv/ • November 3rd, 2009 • Oil & gas field services, nec • New York
This is to certify that, FOR VALUE RECEIVED, [**] (“Warrantholder”), is entitled to purchase, subject to the provisions of this Warrant, from United Energy Corp., a corporation organized under the laws of Nevada (“Company”), at any time and from time to time commencing from the Issuance Date (“Initial Exercise Date”), but not later than 5:00 P.M., Eastern time, on October [**], 2014 (“Expiration Date”), a total of up to Four Hundred Thousand (400,000) shares (“Warrant Shares”) of Common Stock, $0.01 par value (“Common Stock”) of the Company, at an initial exercise price per share of $0.09. The exercise price in effect from time to time is hereafter called the “Warrant Price”. The number of Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time as described herein.
UNITED ENERGY CORP. MARCH 2005 SERIES B PURCHASE WARRANT WARRANT (“WARRANT”) TO PURCHASE SHARES OF COMMON STOCK, $0.01 PAR VALUE PER SHARESecurities Purchase Agreement • March 23rd, 2005 • United Energy Corp /Nv/ • Oil & gas field services, nec • New York
This is to certify that, FOR VALUE RECEIVED, [_____________________] (“Warrantholder”), is entitled to purchase, subject to the provisions of this Warrant, from United Energy Corp., a corporation organized under the laws of Nevada (“Company”), at any time and from time to time commencing from the Issuance Date (“Exercise Date”), but not later than 5:00 P.M., Eastern time, on the fifth (5th) anniversary of the Issuance Date (“Expiration Date”), a total of [__________________] shares (“Warrant Shares”) of Common Stock, $0.01 par value (“Common Stock”) of the Company, at an initial exercise price per share of [One Dollar and Fifty Cents ($1.50)] [subject to adjustment as provided in Section 4.2(a)(ii) of the Securities Purchase Agreement]. The exercise price in effect from time to time is hereafter called the “Warrant Price”. The number of Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time as described herein.
RECITALS:Common Stock and Warrant Purchase Agreement • May 23rd, 2002 • United Energy Corp /Nv/ • Oil & gas field services, nec
UNITED ENERGY CORP. FEBRUARY 2006 SERIES C PURCHASE WARRANT WARRANT (“WARRANT”) TO PURCHASE SHARES OF COMMON STOCK, $0.01 PAR VALUE PER SHAREUnited Energy Corp /Nv/ • March 9th, 2006 • Oil & gas field services, nec • New York
This is to certify that, FOR VALUE RECEIVED, Sherleigh Associates Inc. Profit Sharing Plan(“Warrantholder”), is entitled to purchase, subject to the provisions of this Warrant, from United Energy Corp., a corporation organized under the laws of Nevada (“Company”), at any time and from time to time commencing from the Issuance Date (“Exercise Date”), but not later than 5:00 P.M., Eastern time, on the fifth (5th) anniversary of the Issuance Date (“Expiration Date”), a total of FIVE MILLION FOUR THOUSAND (5,004,000) shares (“Warrant Shares”) of Common Stock, $0.01 par value (“Common Stock”) of the Company, at an initial exercise price per share of One Dollar ($1.00). The exercise price in effect from time to time is hereafter called the “Warrant Price”. The number of Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time as described herein.
AMENDMENT AND WAIVERAmendment and Waiver • April 12th, 2005 • United Energy Corp /Nv/ • Oil & gas field services, nec • New York
This AMENDMENT AND WAIVER (this “Amendment”), dated as of February 28, 2005, is entered into by and between UNITED ENERGY CORP., a Nevada corporation (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), for the purpose of amending the terms of (i) the Securities Purchase Agreement, dated as of March 24, 2004, by and between the Company and Laurus (as amended, modified and/or supplemented from time to time, the “Securities Purchase Agreement”), (ii) the Secured Convertible Term Note, dated March 24, 2004 (as amended, modified and/or supplemented from time to time, the “Term Note”) issued by the Company pursuant to the Securities Purchase Agreement and (iii) the Registration Rights Agreement by and between the Company and Laurus, dated as of March 24, 2004 (as amended, modified and/or supplemented from time to time, the “Registration Rights Agreement” and, together with the Securities Purchase Agreement and the Term Note, the “Loan Documents”). Capitalized
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 23rd, 2005 • United Energy Corp /Nv/ • Oil & gas field services, nec • New York
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 18th day of March 2005 by and among United Energy Corporation, a Nevada corporation (the “Company”), and the Purchasers set forth on the signature page affixed hereto (each a “Purchaser” and collectively the “Purchasers”).
Anti-Dilution Waiver AgreementWaiver Agreement • November 3rd, 2009 • United Energy Corp /Nv/ • Oil & gas field services, nec • New York
THIS ANTI-DILUTION WAIVER AGREEMENT made as of this 31st day of October 2009 by and among United Energy Corp., a New Jersey corporation (the “Company”), Sherleigh Associates Inc. Profit Sharing Plan, (“Sherleigh”), Jack Silver (“Silver”), Joseph Grano (“Grano”) and Connie Kristen (“Kristen”).
AGREEMENT (this “Agreement”) is entered as of January 29, 2010, among United Energy Corp., a Nevada corporation (the “Company”), Ronald Wilen (“Wilen”), Hilltop Holding Company, L.P., a Delaware limited partnership (“Hilltop”), and Martin Rappaport...Agreement • February 16th, 2010 • United Energy Corp /Nv/ • Oil & gas field services, nec • New York
WHREAS, the Company previously issued to Wilen (a) its 12% Promissory Note, dated as of March 13, 2009, in the original stated principal amount of $50,000.00 (as amended, the “Wilen March Note”), (b) pursuant to the Agreement, dated as of May 13, 2009 (the “May Agreement”), among the Company, Wilen, Rappaport, Jack Silver (“Silver”) and Sherleigh Associates Inc. Profit Sharing Plan, its Secured Convertible Promissory Note, dated as of May 13, 2009, in the stated principal amount of $50,000 (as amended, the “Wilen May Note”), and (c) pursuant to the Agreement, dated as of October 13, 2009 (the “October Agreement”), among the Company, Wilen, Rappaport and Silver, its Secured Convertible Promissory Note, dated as of July 29, 2009, in the stated principal amount of $50,000 (the “Wilen July Note”, and collectively, the “Wilen Notes”);
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 24th, 2006 • United Energy Corp /Nv/ • Oil & gas field services, nec • New York
This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (the “Amendment”), is made as of the ___ day of _____, 2006, to amend that certain Securities Purchase Agreement, dated as of _____, 2006 (the “Purchase Agreement”) by and among United Energy Corp., a Nevada corporation (the “Company”), and the Purchasers set forth on the signature page affixed hereto (each a “Purchaser” and collectively the “Purchasers”).
MASTER PURCHASE AGREEMENT No. MP A-002-2006 Between PETROBRAS AMERICA INC. And UNITED ENERGY CORP. Effective Date: February 23, 2006 to February 23, 2009Master Purchase Agreement • July 14th, 2008 • United Energy Corp /Nv/ • Oil & gas field services, nec
THIS AGREEMENT, dated as of February 23,2006 (the "Effective Date"), entered into by and between Petrobras America Inc., a Delaware corporation having its principal office at 10777 Westheimer Road, Suite 1200, in Houston, Harris County, Texas, hereinafter referred to as "PURCHASER", and United Energy Corporation, incorporated in the State of Nevada, hereinafter referred to as "SELLER".
AGREEMENT (this “Agreement”) is entered as of January 21, 2010, among United Energy Corp., a Nevada corporation (the “Company”), Ronald Wilen (“Wilen”), and Hilltop Holding Company, L.P., a Delaware limited partnership (“Hilltop”).Agreement • January 28th, 2011 • United Energy Corp /Nv/ • Oil & gas field services, nec • New York
WHREAS, the Company previously issued to Wilen (a) its 12% Promissory Note, dated as of March 13, 2009, in the original stated principal amount of $50,000.00 (as amended, the “Wilen March Note”), (b) pursuant to the Agreement, dated as of May 13, 2009 (the “May Agreement”), among the Company, Wilen, Martin Rappaport (“Rappaport”), Jack Silver (“Silver”) and Sherleigh Associates Inc. Profit Sharing Plan, its Secured Convertible Promissory Note, dated as of May 13, 2009, in the stated principal amount of $50,000 (as amended, the “Wilen May Note”), and (c) pursuant to the Agreement, dated as of October 13, 2009 (the “October Agreement”), among the Company, Wilen, Rappaport and Silver, its Secured Convertible Promissory Note, dated as of July 29, 2009, in the stated principal amount of $50,000 (the “Wilen July Note”, and collectively, the “Wilen Notes”);
SIAR CAPITAL, LLC NEW YORK, NEW YORK 10021 CONSULTING AGREEMENTConsulting Agreement • September 26th, 2008 • United Energy Corp /Nv/ • Oil & gas field services, nec • New York
This letter will confirm our agreement (the AAgreement@) pursuant to which Siar Capital, LLC (the AConsultant@), has been retained to serve as a management consultant and advisor to United Energy Corporation (the ACompany@) for a period of five years commencing on the date hereof unless extended by mutual written consent of the parties hereto. The undersigned hereby agrees to the following terms and conditions:
NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE...United Energy Corp /Nv/ • March 23rd, 2005 • Oil & gas field services, nec • New York
This note (“Note”) is one of a duly authorized issue of Notes of United Energy Corporation, a corporation duly organized and existing under the laws of the State of Nevada (the “Company”), designated as the Company's 2005 Series B Secured Convertible Notes Due [____________], 2010 (“Maturity Date”) in an aggregate principal amount (when taken together with the original principal amounts of all other Notes) of $[____________] (together, the “Notes”).
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 27th, 2006 • United Energy Corp /Nv/ • Oil & gas field services, nec • New York
This First Amendment (the “Amendment”) is made as of the 26th day of January, 2006, to amend that certain Securities Purchase Agreement dated as March 18, 2005 (as amended, the “Purchase Agreement”), by and among United Energy Corporation, a Nevada corporation (the “Company”) with Sherleigh Associates Inc. Profit Sharing Plan (“Sherleigh”), and Joseph J. Grano (“Grano” and collectively with Sherleigh, the “Purchasers”), as amended by the Amendment and Waiver Agreement dated August 25, 2005, by and among the Company and the Purchasers.
SECURITY AGREEMENTSecurity Agreement • November 3rd, 2009 • United Energy Corp /Nv/ • Oil & gas field services, nec • New York
THIS SECURITY AGREEMENT dated as of May 13, 2009 (this “Agreement”), is by and among United Energy Corp.., a Nevada corporation with its chief executive office and principal place of business located at 600 Meadowlands Parkway, No. 20, Secaucus, NJ 07094 (the “Debtor”), and Ronald Wilen with an address at 287 Columbia Terrace, Paramus, NJ 07652, Jack Silver with an address at 80 Columbus Circle PH76A, New York, NY 10023, and Martin Rappaport, with an address at 174 Delawanna Avenue, Clifton, NJ 07014 (collectively, the “Secured Parties”).
FORM OF UNITED ENERGY CORP. STOCK OPTION AGREEMENTStock Option Agreement • September 29th, 2005 • United Energy Corp /Nv/ • Oil & gas field services, nec • Nevada
STOCK OPTION AGREEMENT (the "Agreement"), dated as of _______, 20__, between United Energy Corp., a Nevada corporation (the "Company"), having an address at 600 Meadowlands Parkway #20, Secaucus, New Jersey 07094 and ____________ having an address at ______________________________ (the "Grantee").
Anti-Dilution WaiverAgreement • February 17th, 2009 • United Energy Corp /Nv/ • Oil & gas field services, nec • New York
AGREEMENT made as of this 13th day of February 2009 by and between United Energy Corporation, a New Jersey corporation having its principal place of business at 600 Meadowlands Parkway, Secaucus, New Jersey 07094 (“United”) and Joseph Grano, with offices located at 1185 Avenue of the Americas, Suite 1750, New York, New York 10036 (“Grano”).
Anti-Dilution WaiverAgreement • February 17th, 2009 • United Energy Corp /Nv/ • Oil & gas field services, nec • New York
AGREEMENT made as of this 13th day of February 2009 by and between United Energy Corporation, a New Jersey corporation having its principal place of business at 600 Meadowlands Parkway, Secaucus, New Jersey 07094 (“United”) and Sherleigh Associates Inc. Profit Sharing Plan, with offices located at 600 Madison Avenue, New York, New York 10021 (“Sherleigh”).
Merger AgreementMerger Agreement • November 1st, 2019 • United Energy Corp /Nv/ • Oil & gas field services, nec
THIS MERGER AGREEMENT ("Agreement") is made on October 31, 2019 by and between Rigworx, Inc., 2112 Highpoint Drive, Sachse, TX 75048 ("RGWX"), and United Energy Corp. of 2112 Highpoint Drive, Sachse, TX 75048 ("UNRG").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 24th, 2006 • United Energy Corp /Nv/ • Oil & gas field services, nec • New York
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the ___ day of _____________, 2006 by and among United Energy Corp., a Nevada corporation (the “Company”), and the Purchasers set forth on the signature page affixed hereto (each a “Purchaser” and collectively the “Purchasers”).
AGREEMENT (this “Agreement”) is entered as of October 31, 2009, among United Energy Corp., a Nevada corporation (the “Company”), Ronald Wilen (“Wilen”), Hilltop Holding Company, L.P., a Delaware limited partnership (“Hilltop”), Martin Rappaport...Agreement • November 3rd, 2009 • United Energy Corp /Nv/ • Oil & gas field services, nec • New York
WHREAS, the Company previously issued to Wilen (a) its Amended and Restated 12% Secured Convertible Promissory Note, dated as of May 13, 2009, in the stated principal amount of $51,016.67 and (b) its Secured Convertible Promissory Note, dated as of May 13, 2009, in the stated principal amount of $50,000 (collectively, the “Existing Wilen Notes”);
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • June 3rd, 2005 • United Energy Corp /Nv/ • Oil & gas field services, nec • New Jersey
This Consulting Services Agreement (this "Agreement"), is made as of the 27 day of April, 2005 (the "Effective Date"), by and between United Energy Corp., a Nevada corporation having a principal place of business at 600 Meadowlands Parkway, #20, Secaucus, New Jersey 07094 (the "Company"), and Ben Barnes, having an address at ("Consultant").
