Zulu Energy Corp. Sheridan, Wyoming 82801 Telephone: (307) 751-5517
▇▇▇
▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
April
25,
2008
| To: |
The
holders of options (individually an “Option
Holder”
and collectively the “Option
Holders”)
to purchase shares (the “Shares”)
of common stock (the “Common
Stock”)
of Zulu Energy Corp. (the “Company”)
|
Dear
Option Holder:
This
letter agreement (the “Agreement”)
sets
forth the terms and conditions under which the Option Holders who have acquired
options to purchase Common Stock (the “Options”)
agree
to amend their options to temporarily delay their ability to exercise any Option
held by such Option Holder.
As
you
may be aware, the Company is in the process of obtaining funds through one
or
more financings (each a “Financing”)
sufficient to commence exploration operations on the Company’s leased properties
in the Republic of Botswana (the “Exploration
Operations”).
The
Company currently has 100,000,000 shares of Common Stock authorized under its
Articles of Incorporation, as amended (the “Articles”),
and
such amount of authorized shares is insufficient to accomplish the financing(s)
required to obtain funds sufficient to consummate the Exploration Operations.
The Company intends to amend the Articles to increase its authorized shares
of
Common Stock to at least 150,000,000 shares of Common Stock as promptly as
practicable after the closing of the initial Financing, which is anticipated
to
close on Monday, April 28, 2008.
Each
Option Holder holds Options, which are fully vested, pursuant to each Option
Holder’s employment agreement with the Company.
To
facilitate the Company’s ability to accomplish the Financing(s) and to raise
funds sufficient to consummate the Exploration Operations, the undersigned
Option Holder agrees to waive certain rights concerning the exercise of his
Options and to enter into certain other agreements as further described below.
In
consideration of the foregoing, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the undersigned
agrees as follows:
| 1. |
Waiver
and Agreement.
Each of the undersigned Option Holders hereby consents and agrees
to waive
such Option Holder’s right and ability to exercise any Option held by such
Option Holder until such time as the Company has amended its Articles
to
increase its authorized shares of Common Stock to at least 150,000,000
shares.
|
| 2. |
Governing
Law.
THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH
THE
INTERNAL LAWS AND DECISIONS OF THE STATE OF COLORADO, WITHOUT REGARD
TO
THE CONFLICT OF LAWS PROVISIONS
THEREOF.
|
| 3. |
Captions.
Section captions and headings used in this Agreement are for convenience
only, and shall not affect the construction of this
Agreement.
|
| 4. |
Severability.
Whenever possible, each provision of this Agreement shall be interpreted
in such manner as to be effective and valid under applicable law,
but if
any provision of this Agreement shall be prohibited by or invalid
under
such law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of
such
provision or the remaining provisions of this
Agreement.
|
| 5. |
Counterparts
and Execution of Agreement.
This Agreement may be executed in any number of counterparts and
by the
different parties hereto on separate counterparts, and each such
counterpart shall be deemed to be an original, but all such counterparts
shall together constitute one and the same agreement. The exchange
of
copies of this Agreement and of signature pages by facsimile transmission
shall constitute effective execution and delivery of this Agreement
as to
the parties and may be used in lieu of the original Agreement for
all
purposes. Signatures of the parties transmitted by facsimile shall
be
deemed to be their original signatures of all
purposes.
|
| 6. |
Successors
and Assigns.
This Agreement shall be binding upon the parties hereto and their
respective successors and assigns, and shall inure to the benefit
of such
parties and their respective successors and
assigns.
|
| 7. |
Enforceability.
The parties further acknowledge and agree that the enforceability
of this
Agreement as it pertains to the undersigned Option Holder shall not
be
dependent upon obtaining an executed Agreement from any other Option
Holder or any other holder of the Company’s securities.
|
| 8. |
Full
Force and Effect.
Except as specifically stated in this Agreement (i) this Agreement
shall not limit, diminish or waive the obligations of the parties
under
the Options, and (ii) the parties reaffirm their obligations under
the
Options and agree that the Options remain in full
force.
|
| 9. |
Information.
The Option Holder acknowledges that it has all information needed
to enter
into the agreements and make the waivers contemplated by this Agreement
and if it has requested any information from the Company it acknowledges
receiving the same.
|
[Remainder
of Page Intentionally Left Blank]
-2-
If
you
accept the foregoing terms, please execute in the space provided below and
return one copy to the Company as soon as possible.
Sincerely,
| By: | |
| ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Executive Vice President |
AGREED
AND ACCEPTED effective as of the date set forth above:
OPTION
HOLDER:
|
Signature
of Individual Option Holder:
|
|
|
Printed
Name of Individual Option Holder:
|
▇▇▇▇
▇▇▇▇▇▇
|
|
Address
|
|
City,
State, Postal or Zip Code, Country
|
[Signature Page to Option Holder Letter Agreement]