REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 4th, 2006 • Surge Global Energy, Inc. • Crude petroleum & natural gas
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 28, 2006 among Surge Global Energy, Inc., a Delaware corporation (the “Company”), and the purchaser signatory hereto (such purchaser is the “Purchaser” and, including such Purchaser’s successors and assigns, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 4th, 2006 • Surge Global Energy, Inc. • Crude petroleum & natural gas • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 28, 2006, between Surge Global Energy, Inc., a Delaware corporation (the “Company”), and Gemini Master Fund Limited (including its successors and assigns, the “Purchaser” or “Purchasers”).
COMMON STOCK PURCHASE WARRANT To Purchase 2,000,000 Shares of Common Stock of SURGE GLOBAL ENERGY, INC.Common Stock Purchase Warrant • December 4th, 2006 • Surge Global Energy, Inc. • Crude petroleum & natural gas
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Gemini Master Fund Limited (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the later of (i) the date which is six months after the Initial Exercise Date and (ii) the date which is 45 days after the Effective Date (such date shall be referred to herein as the “Termination Date”) but not thereafter, to subscribe for and purchase from Surge Global Energy, Inc., a Delaware corporation (the “Company”), up to 2,000,000 shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
STOCK PURCHASE AGREEMENT among COLD FLOW ENERGY ULC, SURGE GLOBAL ENERGY, INC., PEACE OIL CORP. and SHAREHOLDERS OF PEACE OIL CORP. Dated as of November 30, 2006Stock Purchase Agreement • December 4th, 2006 • Surge Global Energy, Inc. • Crude petroleum & natural gas • Alberta
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered as of November 30, 2006, by and among COLD FLOW ENERGY ULC, a corporation incorporated under the laws of Alberta, Canada (“Purchaser”), SURGE GLOBAL ENERGY, INC., a corporation incorporated under the laws of Delaware (“Surge”), PEACE OIL CORP., a corporation incorporated under the laws of Alberta, Canada (“Target Company”), and Shareholders of Target Company (each, a “Shareholder” and collectively, “Shareholders”) identified on Schedule 1 hereto (the “Schedule of Shareholders”). Capitalized terms used in this Agreement are defined on Exhibit A hereto.
