Joint Venture Agreement Template

Joint Venture JV Agreement

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CIA MEXICANAD DE GAS NATURAL, SA DE CV GULF UNITED ENERGY INC

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Title: JOINT VENTURE AGREEMENT
Governing Law: Nevada Date: 7/18/2007

Joint Venture Agreement

JOINT VENTURE AGREEMENT

entered into by

Gulf United Energy Inc.

and

Cía. Mexicana de Gas Natural, S.A. de C.V.,

as of July 15, 2007

*Joint Venture Agreement*

TABLE OF CONTENTS

Clause		Page

1.	Definitions, Interpretation and Construction.	1
2.	Incorporation of the Companies.	5
3.	GLFE Participation in the Companies.	6
4.	Incorporation and Initial Capitalization of the Project Entities.	6
5.	Capitalization of the Companies.	8
6.	Business of the Companies.	8
7.	Directors and Management of the Companies.	9
8.	Shareholder Actions.	11
9.	Accounts; Taxes.	15
10.	Business Plan.	15
11.	Return on Investment and Cash Distribution Policy.	16
12.	Capital Requirements.	16
13.	Employment Policies.	18
14.	Transfer and Encumbrance of Shares.	18
15.	Closing.	19
16.	Confidentiality.	20
17.	Non-Competition.	20
18.	Protection of Name.	20
19.	Termination.	21
20.	Miscellaneous.	22

Joint Venture Agreement

JOINT VENTURE AGREEMENT

THIS JOINT VENTURE AGREEMENT is entered into as of the 15 ^th day of July, 2007, by and among Gulf United Energy Inc. ( “GLFE” ), a corporation organized under the laws of the state of Nevada, United States of America, and Cía. Mexicana de Gas Natural, S.A. de C.V. ( “MGN” ), a sociedad anónima de capital variable (limited liability stock corporation of variable capital) organized under the laws of the United Mexican States (GLFE and MGN and are hereinafter collectively referred to as the “Parties” and each of them as a “Party” ).

WHEREAS, GLFE and MGN entered into a Letter of Intent dated as of March 22, 2006 (as amended on November 14 and December 11, 2006, April 4 and May 30,2007 the “LOI” ), pursuant to which the Parties committed to, among others, enter into this Agreement for purposes of documenting the rights and obligations of each of the Parties in regard to the incorporation, governance and capitalization of each of the JV Entities (as such term is defined in the LOI).

NOW, THEREFORE, in consideration of the mutual promises and undertakings contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1.	Definitions, Interpretation and Construction.

	1.01. Definitions . In this Agreement, unless the context requires otherwise or is otherwise expressly set forth, the following terms when written with initial capital letters shall have the meaning set forth below:

“A FFILIATE ”	In reference to a Person (“ Person ‘A’ ”), means any Person which Controls Person “A”, Controlled by Person “A”, or under common Control with Person “A”.
“A GREEMENT ” “A UDITOR ” “B OARD ” “B USINESS D AY ”	Means this Joint Venture Agreement. Means the Persons performing the duties of external auditors of each Company. Means the board of directors of a Company. Means any day except for Saturdays and Sundays, and those considered to be compulsory days of rest pursuant to the Federal Labor Law of Mexico.
“B USINESS P LAN ”	Means the yearly business plan of each Company, approved by the Board on a yearly basis.
“B Y - LAWS ”	Means the estatutos sociales (by-laws) of each Company, to be amended pursuant to this Agreement.
“C HAIRMAN ”	Means the Chairman of the Board, as appointed by the Shareholders’ Meeting pursuant to Clause 7.05 .
“C LOSING ” “C OMPANY ”	Shall have the meaning set forth in Clause 15 of this Agreement. Means each of the Terminal Company and the Pipeline Company, indistinctively.

Joint Venture Agreement

“C ONTROL ”	Means (i) the holding of a Person of more than 50% of all securities representative
	of the shareholders’ equity or net worth, with full voting rights, of another Person;
	(ii) the right of a Person to appoint the majority of the members of the board of
	directors or similar body responsible for the overall administration of another
	Person, or (iii) the right of a Person to veto the resolutions of the board of directors
	or of the Shareholders’ Meeting (or bodies similar to the foregoing) of another
	Person.

“CRE”	Means the Comisión Reguladora de Energía of Mexico (Energy Regulatory
	Commission).

“D IRECTOR ”	Means each of the directors, proprietary or their corresponding alternate, elected
	to the Board, appointed by and acting on behalf of each Shareholder so appointing
	such director.

“D OLLARS ” OR “US$”	Means the lawful tender of the United States of America.

“E XCHANGE R ATE ”	Means the “tipo de cambio para solventar obligaciones denominadas en moneda
	extranjera pagaderas en la República Mexicana” (exchange rate applicable to
	payment obligations in foreign currency to be executed within Mexico) as
	published by Banco de México (the Mexican Central Bank) in the Diario Oficial
	de la Federación (the Official Gazette of the Mexican Federal Government), the
	last Business Day prior to that in which any payment obligation in Dollars should
	be made within Mexico pursuant to this Agreement or the By-laws.

“E XPENDITURE B UDGET ”	Means the yearly expenditure budget of each Company, approved by the Board on
	a yearly basis.

“F ISCAL Y EAR ” OR “FY”	Means a calendar year, unless and until Mexican tax law permits otherwise.

“LNG”	Means liquefied natural gas.

“LOI”	Means that Letter of Intent entered into among the Parties as of May 22, 2006 (as
	amended on November 14 and December 11, 2006, April 4 and May 30,2007).

“M EXICO ”	Means the United Mexican States.

“M ONTH ”	Means calendar month.

“N ON - COMPETE A REA ”	Shall have the meaning set forth in Clause 17.01 of this Agreement.

“P AID - UP ”	Means paid-up and/or credited as paid-up.

“P ARTY ”	Means a signatory to this Agreement and its successors and permitted assigns.

“P EMEX ”	Means Petróleos Mexicanos.

Joint Venture Agreement

“P ERSON ”	Means a natural or legal person, joint venture, trust, fideicomiso (Mexican trust) or any other entity or organization, including a government or any entity or political subdivision of a government or any agency thereof, of any nationality.

“P ESOS ” OR “P$” “P IPELINE C OMPANY ”	Means the lawful tender of Mexico. Means “Fermaca Gas de Cancún”, S.A. de C.V., a Mexican Sociedad Anónima de Capital Variable (S.A. de C.V.) (limited liability stock corporation of variable capital), incorporated on May 24, 2006 under standard, non-specific by-laws (i) Controlled by MGN; (ii) in which GLFE shall acquire a 24% equity participation pursuant to this Agreement; (iii) which By-laws shall be amended as set forth herein, and (iv) which as of this date has an equity participation of 50% in the Pipeline SPC.

“P IPELINE SPC”	Means “Energía YAAX”, S.A. de C.V., a Mexican Sociedad Anónima de Capital Variable (S.A. de C.V.) (limited liability stock corporation of variable capital), incorporated on May 24, 2006 under standard, non-specific by-laws (i) in which as of this date each of the Pipeline Company and MGN have an equity participation of 50%, and (ii) through which the Pipeline will be developed, owned and operated.

“P IPELINE ”	Means an open access natural gas transportation system, with the preliminary characteristics indicated in Exhibit “A” to the LOI.

“P ROJECT E NTITY ” “P ROJECT ”	Means each of the Pipeline SPC and the Terminal SPC, indistinctively. Means:

(i)	the construction, financing, ownership and operation of the Pipeline, and

(ii)	the construction, financing, ownership and operation of the Terminal.

“Q UARTER ”

“S ECRETARY ”

Means a period comprising three Months.

Means the Person appointed to perform the duties of secretary to the Board in each Company, and includes an assistant secretary, if any.

“S HARE ”

“S HAREHOLDER ”

Means a share representative of the equity capital of a Company.

Means the holder of at least one Share, as provided for in the By-laws of each Company.

“S HAREHOLDERS R EPRESENTATIVE C OMMITTEE ”

“S TATUTORY A UDITOR ”

Shall have the meaning set forth in Clause 8.09 of this Agreement.

Means the Person appointed to perform the duties of comisario (accounting policies’ compliance officer) in each Company, and includes an assistant comisario (accounting policies’ compliance officer), if any.

Joint Venture Agreement

“T ERMINAL C OMPANY ”	Means “Fermaca LNG de Cancún”, S.A. de C.V., a Mexican Sociedad Anónima de Capital Variable (S.A. de C.V.) (limited liability stock corporation of variable capital), incorporated on May 24, 2006 under standard, non-specific by-laws (i) Controlled by MGN; (ii) in which GLFE shall acquire a 24% equity participation pursuant to this Agreement; (iii) which By-laws shall be amended as set forth herein, and (iv) which as of this date has an equity participation of 50% in the Terminal SPC.

“T ERMINAL SPC”	Means “SIIT Energy”, S.A. de C.V., a Mexican Sociedad Anónima de Capital Variable (S.A. de C.V.) (limited liability stock corporation of variable capital), incorporated on May 24, 2006 under standard, non-specific by-laws (i) in which as of this date each of the Terminal Company and MGN have an equity participation of 50%, and (ii) through which the Terminal will be developed, owned and operated.

“T ERMINAL ”	Means an open-access LNG storage and regasification facility, with the preliminary characteristics indicated in Exhibit “B” to the LOI.

“T RANSFER ”	Means:

		(i)	as a noun, any voluntary or involuntary transfer, sale, pledge, hypothecation, encumbrance or other disposition, and

		(ii)	as a verb, to voluntarily or involuntarily transfer, sell, pledge, hypothecate, encumber or otherwise dispose of.

1.02.	Interpretation and Construction.

	1.02.1	References to statutory provisions shall be construed as references to those provisions as amended or as their application is modified by other provisions (whether before or after the date hereof) from time to time.

1.02.2 References herein to Sections, Clauses and Exhibits are to the sections, clauses and exhibits to this Agreement unless otherwise set forth, and the Exhibits to this Agreement shall be deemed to form part of this Agreement.

1.02.3 The term “Shareholder”, where the context permits, includes the corresponding Person’s successors and permitted assigns.

1.02.4 All headings are inserted for convenience only and shall not affect the interpretation and construction of this Agreement.

1.02.5 Unless the context requires otherwise, words importing the singular include the plural and vice versa, and words importing a gender include every gender.

Joint Venture Agreement

1.02.6 A reference to any thing includes a part of that such thing.

1.02.7 A reference to a document includes any agreement in writing, or any certificate, notice, instrument or other document of any kind, and an amendment or supplement to, or replacement or novation of that such document.

1.02.8 A reference to an agreement includes an undertaking, deed, agreement or legally enforceable arrangement or understanding.

1.02.9 A reference to an asset includes all property of any nature, including without limitation, all rights and obligations pertaining to such asset.

2.	Incorporation of the Companies.

	2.01. Incorporation; Legal Structure . Each of the Companies was incorporated on May 24, 2006, and organized as a Sociedad Anónima de Capital Variable (S.A. de C.V.) (limited liability stock corporation of variable capital) pursuant to the laws of Mexico, under standard, non-specific by-laws; provided, however, that:

2.01.1 the Companies shall be transformed into Sociedades Anónimas de Capital Variable Promotoras de Inversiones (S.A. de C.V. P.I.) (investment-promoting limited liability stock corporations of variable capital) in order to incorporate certain provisions of this Agreement into the By-laws as soon as such incorporation is legally possible by reason of the entry into force of the new Ley del Mercado de Valores (Securities Market Law) in Mexico which shall allow for the referred transformation. This specific commitment of the Parties shall be effective upon the entry into force of such law, and

2.01.2 the provisions of this Agreement referred to under Section 2.01.1 shall be marked as “(SAPI)”, and shall be effective upon the entry into force of the new Ley del Mercado de Valores (Securities Market Law) in Mexico.

2.02. Amendment of By-laws; Transformation . After the execution hereof, the Parties shall hold a Shareholders’ Meeting in each Company in order to transform them into Sociedades Anónimas de Capital Variable Promotoras de Inversiones (S.A. de C.V. P.I.) (investment-promoting limited liability stock corporations of variable capital) and amend each Company’s By-laws so that they shall comply with the provisions of this Agreement.

2.03. Registration Fees and Incorporation Expenses . Registration fees and other incorporation expenses (including notarization fees) incurred in connection with the incorporation of each Company have been expenses of the corresponding Company and have been reimbursed by each Company to MGN, immediately after the execution of each escritura constitutiva (deed of incorporation).

2.04. Registered Office . The registered office of each Company is be Pedro Luis Ogazón 59-A, Colonia Guadalupe Inn, 01020, México, Distrito Federal, Mexico.

Joint Venture Agreement

2.05. Statutory Auditor . Each of the Companies shall have a Statutory Auditor. The Statutory Auditor in each Company after the Shareholders’ Meeting referred to under Clause 2.02 , will be Laura Trejo Chaparro.

2.06. Secretary . The Board of each Company shall have a Secretary. The first Secretary to each Board after the Shareholders’ Meeting referred to under Clause 2.02 , will be Emilio Carrillo Peñafiel.

3.	GLFE Participation in the Companies.

	3.01. Acquisition of Shares by GLFE . On June 22, 2006, GLFE, as purchaser, and Fermaca Pipeline de la Península, S. de R.L. de C.V., as seller, entered into a mutually acceptable share purchase agreement whereby Fermaca Pipeline de la Península, S. de R.L. de C.V., Would transfer its Shares in each Company to GLFE, at book value (P$1,000.00 Pesos each). Such Share purchase agreement was subject to the condition precedent consisting that the same would not become effective unless and until the date of execution of this Agreement. Given the above and that the condition precedent has been complied by the execution hereof, the participation of the Parties in each of the Companies is as set forth in Section 3.02 and 3.03 below.

3.02. Equity Capital of the Pipeline Company . The equity capital of the Pipeline Company, as of this date, is P$25,378,000.00 Pesos, of which (i) P$50,000.00 Pesos correspond to the fixed part, and (ii) P$25,328,000.00 Pesos correspond to the variable part, divided into a total number of 25,378 common, voting shares with a face value of P$1,000.00 Pesos each, as follows:

3.02.1 GLFE (i) 12 shares of the fixed capital, and (ii) 6,086 shares of the variable part, equivalent to 24% of the equity capital of the Pipeline Company, and

3.02.2 MGN (i) 38 shares of the fixed capital, and (ii) 19,242 shares of the variable part, equivalent to 76% of the equity capital of the Pipeline Company.

3.03. Equity Capital of the Terminal Company . The equity capital of the Terminal Company, as of this date, is P$10,565,000.00 Pesos, of which (i) P$50,000.00 Pesos correspond to the fixed part, and (ii) P$10,515,000.00 Pesos correspond to the variable part, divided into a total number of 10,565 common, voting shares with a face value of P$1,000.00 Pesos each, as follows:

3.03.1 GLFE (i) 12 shares of the fixed capital, and (ii) 2,523 shares of the variable part, equivalent to 24% of the equity capital of the Terminal Company, and

3.03.2 MGN (i) 38 shares of the fixed capital, and (ii) 7,992 shares of the variable part, equivalent to 76% of the equity capital of the Terminal Company.

4.	Incorporation and Initial Capitalization of the Project Entities.

	4.01. Incorporation of the Project Entities .

Joint Venture Agreement

4.01.1 Each of the Project Entities was incorporated on May 24, 2006, and organized as a

Sociedad Anónima de Capital Variable (S.A. de C.V.) (limited liability stock corporation of variable capital) pursuant to the laws of Mexico, under standard, non-specific by-laws; notwithstanding the foregoing, the Project Entities may also be transformed into Sociedades Anónimas de Capital Variable Promotoras de Inversiones (S.A. de C.V. P.I.) (investment-promoting limited liability stock corporations of variable capital) promptly after the entry into force of the new Ley del Mercado de Valores (Securities Market Law) in Mexico.

4.01.2 Registration fees and other incorporation expenses (including notarization fees) incurred in connection with the incorporation of each Project Entity have been expenses of the corresponding Project Entity and have been reimbursed by each Project Entity to MGN, immediately after the execution of each escritura constitutiva (deed of incorporation).

4.02. Equity Capital of the Pipeline SPC . The equity capital of the Pipeline SPC, as of this date, is P$50,706,000.00 Pesos, which correspond totally to the fixed part, divided into a total number of 50,706 common, voting shares with a face value of P$1,000.00 Pesos each, as follows:

4.02.1 The Pipeline Company, 25,353 shares equivalent to 50% of the equity capital of the Pipeline SPC, and

4.02.2 MGN, 25,353 shares equivalent to 50% of the equity capital of the Pipeline SPC.

4.03. Equity Capital of Terminal SPC . The equity capital of the Terminal SPC, as of this date, is P$21,080,000.00 Pesos, which correspond totally to the fixed part, divided into a total number of 21,080 common, voting shares with a face value of P$1,000.00 Pesos each, as follows:

4.03.1 The Terminal Company, 10,540 shares equivalent to 50% of the equity capital of the Terminal SPC, and

4.03.2 MGN, 10,540 shares equivalent to 50% of the equity capital of the Terminal SPC.

4.04.	Initial Capitalization of the Project Entities .

	4.04.1	Each Project Entity has been initially capitalized pursuant to the following:

		(i) On June 22 2006, and December 13 2006, MGN, the pertaining Company and

	each Project Entity entered into an agreement, whereby each Project Entity acknowledged the expenses incurred by MGN and the pertaining Company during the initial stages of the Project, and recognized such expenses as an indebtedness of the respective Project Entity toward each of MGN and the applicable Company. A copy of the referred agreements is attached hereto as
	Exhibit 4.04.1 ;

Joint Venture Agreement

		(ii)	Deriving from the execution of the agreements referred to in the immediate
		preceding paragraph, each of MGN and the corresponding Company capitalized in June 24,
		2006 and December 15, 2006, its pro-rata portion of such indebtedness in each Project Entity.
		The By-laws of each Project Entity shall be amended in order to transform its shares to shares
		with a face value of P$1.00 Peso each;

		(iii)	Deriving from the capitalizations referred to in the immediate paragraph, the
		equity capital of the Project Entities correspond to the amounts set forth in Sections 4.02 and
		4.03 above.


5.	Capitalization of the Companies.

	5.01.	Capitalization of the Companies . Each Company has been initially capitalized pursuant to the
following:

		(i)	On June 23 2006, and December 14 2006, the Companies increased their equity
		capital and issued shares in favor of MGN and GLFE. Such capital increase resolutions were
		subject to the condition precedent consisting that the same would not become effective unless
		and until the date of execution of this Agreement. Given the above and that the condition
		precedent has been complied by the execution hereof, the participation of the Parties in each of
		the Companies is as set forth in Section 3.02 and 3.03 below;

		(ii)	Deriving from the capitalizations referred to in the immediate paragraph, the
		equity capital of the Companies correspond to the amounts set forth in Sections 3.02 and 3.03
		above.

	5.02.	Subsequent Capitalizations during FY 2007 and FY 2008 . The Parties hereto acknowledge that GLFE has contributed an amount equal to $1,448,395.92 Dollars in cash and restricted stock of GLFE to be destined to the Project. From such amount, as of this date, the amount of P$8,621,000.00 Pesos has been used and contributed to the Companies as equity capital. The remainder of the amount not used as of this date, shall be destined for future capital increases of the Companies as capital calls become necessary, provided that at all times, the equity percentage in the Companies shall be 76% for MGN and 24% for GLFE. The corresponding Shares of each Company shall be issued to GLFE promptly after the respective Shareholders’ Meeting of each Company shall have approved the pertaining equity capital increases.

6.	Business of the Companies.

	6.01.	Companies’ Business . The business of each Company shall be the holding of shares representative of the equity capital of each of the Pipeline SPC and of the Terminal SPC, as applicable.

Joint Venture Agreement

6.02. Related Transactions . The business of each Company shall at all times be conducted on arm’s length commercial terms, but subject thereto each Company may transact business with the Shareholders or any Affiliates thereof. Notwithstanding the foregoing:

6.02.1 each Shareholder (or its corresponding Affiliate) shall, in all dealings with each Company, offer to do business on terms that are consistent with, and no less favorable than, those used in comparable situations with the customers of such Shareholder or its Affiliates;

6.02.2 each Company shall have the right to request private competitive tenders for products and services. Provided that to the extent that the Shareholder or its Affiliate can provide the quality of work required for the applicable project as determined by the Board, such Shareholder or its Affiliate shall have the opportunity to bid for such services and to negotiate directly (on arm’s length commercial terms) with a Company in the understanding that, if after negotiating, no agreement is reached between such Shareholder (or its corresponding Affiliate) and a Company, such Company will be free to award any contract to any third party bidder.

7.	Directors and Management of the Companies.

	7.01 Responsibility of Board . The Board shall be responsible for supervising the activities of each Company and for determining management positions and responsibilities and the overall policies and objectives of each Company. Except for those matters which are the exclusive responsibility of the Shareholders’ Meeting pursuant to Mexican law, the Board may delegate its authority, including the day-to-day running of the business of each Company, to a General Director, if any, to be appointed by the Board.

7.02 Directors . Each of the Companies shall have a Board of up to ten (10) Directors. Every Shareholder (or group thereof) holding at least 10% of a Company’s Shares shall be entitled to appoint one Director for every such 10%.

7.03. Board . The initial Board of each Company, to be appointed during the Shareholders’ Meeting referred to under Clause 2.02 , shall consist of four Directors, as follows:

7.03.1 Pipeline Company:

GLFE Proprietary Director

MGN Proprietary Directors

7.03.2 Terminal Company:

GLFE Proprietary Director

GLFE Alternate Director

MGN Alternate Directors

GLFE Alternate Director

MGN Proprietary Directors MGN Alternate Directors

Joint Venture Agreement

7.04.	Election of Directors . (SAPI)

	7.04.1 Each Party agrees that it shall vote its Shares and take all other necessary action in order to ensure that the Director nominees of each Shareholder are elected to the Board.

7.04.2 Each Party agrees that if, at anytime, it is then entitled to vote for the removal of any Director, it shall not vote any of its Shares in favor of the removal of any Director who shall have been elected pursuant to this Clause 7.04 , unless such removal shall be for cause or the Shareholder entitled to nominate such Director shall have requested or consented to such removal in writing.

7.04.3 Each Party agrees to vote in favor of any request by a Shareholder to remove a Director nominated by such requesting Shareholder. Removal “for cause” shall mean removal of a Director because of such Director’s willful and continued failure to substantially perform his or her duties with the corresponding Company in his or her established position, or because of such Director’s conviction for, or guilty plea to, a felony or a crime involving moral turpitude.

7.05. Chairman . During the Shareholders’ Meeting referred to under Clause 2.02 , the Chairman of each Company shall be elected by majority vote of the Shareholders of each Company in an Ordinary Shareholders’ Meeting. The first Chairman of each Company will be Fernando Calvillo Alvarez. The Chairman shall have a one-year term and may be re-nominated and reelected at the expiration of such term.

7.06. Vacancies . If, as a result of death, disability, retirement, resignation, removal (with or without cause) or otherwise, there shall exist or occur a vacancy on the Board, then the Party entitled to nominate such Director whose death, disability, retirement, resignation or removal resulted in such vacancy may nominate another individual to fill such capacity and serve as a Director, and the other Party agrees that it shall vote its Shares in order to ensure that such nominee be elected to the Board. (SAPI)

7.07. Manner of Nomination and Removal . The Directors shall be appointed and removed according to the By-laws and applicable law. The Secretary will be authorized to call a Shareholders’ Meeting immediately upon a vacancy of a proprietary or alternate Director.

7.08. Quorum for Board Meetings . All meetings of the Board shall be called by the Chairman. The quorum for all Meetings of the Board shall be when at least 50% of the proprietary or their respective alternate Directors are present. Alternate Directors may attend all Board meetings, but they shall not be counted for purposes of quorum (both installation and voting) if the corresponding proprietary Director is also present at such meeting. The Secretary and the Statutory Auditor may attend all Board meetings, with the right to speak but not to vote, and they shall not be counted for quorum purposes. If the Board so authorizes or requests, Auditors, consultants, legal counsel, advisers and employees shall also be permitted to attend and speak at meetings of the Board, but not to vote.

Joint Venture Agreement

7.09. Voting . Each Director shall be entitled to one vote. All actions to be taken by, and all decisions of the Board, shall be identified in writing and noticed for a meeting of the Board. In order for Board resolutions to be validly adopted and binding upon the corresponding Company, they shall require the affirmative vote of the majority of proprietary or their respective alternate Directors present at the corresponding meeting of the Board.

7.10.	Location of Meetings .

	7.10.1 The Board shall meet in Mexico City, Mexico, or such other locati

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