REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 23rd, 2005 • 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 18th day of March 2005 by and among United Energy Corporation, 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”).
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.
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”).
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”).
