0001315714-07-000028 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 21st, 2007 • Unicorp Inc /New • Crude petroleum & natural gas • New Jersey

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 17, 2007, by and among UNICORP, INC., a Nevada corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 21st, 2007 • Unicorp Inc /New • Crude petroleum & natural gas • New Jersey

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 17, 2007, by and among UNICORP, INC., a Nevada corporation (the “Company”), and the undersigned Buyers listed on Schedule I attached hereto (each, a “Buyer” and collectively, the “Buyers”).

SECURITY AGREEMENT
Security Agreement • May 21st, 2007 • Unicorp Inc /New • Crude petroleum & natural gas • New Jersey

THIS SECURITY AGREEMENT (the “Agreement”),is entered into and made effective as of May 17, 2007, by and between UNICORP, INC., a Nevada corporation with its principal place of business located at 5075 Westheimer Road, Suite 975, Houston, Texas 77056 (the “Parent”), and the each subsidiary of the Parent listed on Schedule I attached hereto (each a “Subsidiary,” and collectively and together with the Parent, the “Company”), in favor of the BUYER(S) (the “Secured Party”) listed on Schedule I attached to the Securities Purchase Agreement (the “Securities Purchase Agreement”) dated the date hereof between the Company and the Secured Party.

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