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.
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 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”);
