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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Universal Energy Corp (CE) | USOTC:UVSE | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.000001 | 0.000001 | 0.000001 | 0.000001 | 500,000 | 01:00:00 |
Delaware
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80-0025175
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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The debentures will be due and payable on September 30, 2010. The debentures bear interest at a rate of 8 percent per annum.
At any time from the closing date until the maturity date of the debentures, the Purchasers have the right to convert the debentures, in whole or in part, into common stock of the Company at a price equal to the lower of $0.25, or 80 percent of the average of the three lowest closing bid prices over the twenty trading days immediately preceding conversion.. The conversion price may be adjusted downward under circumstances set forth in the debentures. If so adjusted, the aggregate number of shares issuable, upon conversion in full, will increase.
The Purchasers also received "J" warrants to purchase 3,108,824 additional shares of common stock at a price of $0.25 per share exercisable for five (5) years.
In connection with this transaction, each Purchaser has contractually agreed to restrict its ability to convert the debentures, exercise the warrants and additional investment rights and receive shares of the Company's common stock such that the number of shares of the Company's common stock held by them and their affiliates after such conversion or exercise does not exceed 4.99 percent of the number of shares of the Company's common stock outstanding immediately after giving effect to such conversion or exercise.
Certain officers of the Company have entered into a limited standstill agreement that restricts their right on the disposition of any shares of common stock of the Company from the date of the Securities Purchase Agreement until the Debentures issued there under are no longer outstanding.
The representations and warranties set forth in the Securities Purchase Agreement is the result of negotiations between the parties to such agreement and are solely for the benefit of such parties. These representations and warranties speak only as of the date of the agreement, are prepared in the context of the transaction contemplated by the agreement, and are intended in part to allocate risk between the parties. Therefore, such representations and warranties are not necessarily true, complete and accurate statements of fact about the matters addressed therein. As a result, prospective investors are cautioned to read such representations and warranties in light of this context.
The Company sold the Secured Debentures and the Warrants in reliance upon the exemption from securities registration afforded by Rule 506 under Regulation D as promulgated by the SEC under the Securities Act of 1933, as amended (the "Securities Act"), based upon the following: (i) each of the Investors provided information to the Company confirming that such Investor is an "accredited investor," as defined in Rule 501 of Regulation D promulgated under the Securities Act and that such Investor has such knowledge and expertise in financial and business matters that it is capable of evaluating the merits and risks of the investment in the securities; (ii) all Investors were solicited through direct contact and no means of general solicitation was employed in connection with the offering; (iii) the Investors acknowledged that all securities being purchased were "restricted securities" for purposes of the Securities Act, and agreed to transfer or sell such securities only in a transaction registered under the Securities Act, exempt from registration under the Securities Act, or to an "affiliate" (as defined in Rule 144 promulgated under the Securities Act) of the Investor who is an accredited investor, and (iv) legends were placed on each of the Warrants and Secured Debentures setting forth the restrictions on transfer applicable to such securities.
Exhibit 10.1 Form of Securities Purchase Agreement
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UNIVERSAL ENERGY CORP.
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Date: November 20, 2008
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By:
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/s/ Dyron M. Watford
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Dyron M. Watford
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Chief Financial Officer
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Exhibit No.
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Description
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EX-10.1
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Form of Securities Purchase Agreement
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EX-10.2
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Form of Convertible Debenture
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EX-10.3
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Form of "J" Warrant to Purchase Common Stock
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EX-10.4
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Form of Limited Standstill Agreement
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1 Year Universal Energy (CE) Chart |
1 Month Universal Energy (CE) Chart |
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