VOTING AND EXCHANGE TRUST AGREEMENT (“Agreement”) made as of the 2nd day of March, 2007.Voting and Exchange Trust Agreement • March 8th, 2007 • Surge Global Energy, Inc. • Crude petroleum & natural gas • Alberta
NOW THEREFORE in consideration of the respective covenants and agreements provided in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto covenant and agree as follows:
SUPPORT AGREEMENT (“Agreement”) made as of the 2nd day of March, 2007.Support Agreement • March 8th, 2007 • Surge Global Energy, Inc. • Crude petroleum & natural gas • Alberta
COLD FLOW ENERGY ULC, an unlimited liability company incorporated under the laws of Alberta (hereinafter referred to as the “Corporation”)
PETROLEUM, NATURAL GAS AND GENERAL RIGHTS CONVEYANCEPetroleum, Natural Gas and General Rights Conveyance • March 8th, 2007 • Surge Global Energy, Inc. • Crude petroleum & natural gas • Alberta
WHEREAS the Vendor has agreed to sell the Assets to the Purchaser and the Purchaser has agreed to purchase the Assets from the Vendor subject to the terms of this Agreement;
ESCROW AGREEMENTEscrow Agreement • March 8th, 2007 • Surge Global Energy, Inc. • Crude petroleum & natural gas • Alberta
BURSTALL WINGER LLP, barristers and solicitors, a partnership, having an office in the Province of Alberta (“BW” or “Escrow Agent”, as applicable)
ROYALTY AGREEMENTRoyalty Agreement • March 8th, 2007 • Surge Global Energy, Inc. • Crude petroleum & natural gas
WHEREAS pursuant to the terms of a stock purchase agreement dated November 30, 2006, as amended (the "Stock Purchase Agreement"), the shareholders of the Owner agreed to sell all of the issued and outstanding shares of the Grantor to Cold Flow Energy ULC ("Cold Flow");
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT Made as of the 30th day of November, 2006Stock Purchase Agreement • March 8th, 2007 • Surge Global Energy, Inc. • Crude petroleum & natural gas
WHEREAS Purchaser, Surge, Target Company and Shareholders (collectively, the “Parties”) have entered into that certain stock purchase agreement dated as of November 30, 2006 (the “Stock Purchase Agreement”);
SURGE GLOBAL ENERGY, INC. WARRANT TO PURCHASE SHARESWarrant Agreement • March 8th, 2007 • Surge Global Energy, Inc. • Crude petroleum & natural gas • California
This Warrant is issued to 1304146 Alberta Ltd, a corporation organized under the law of Alberta, Canada (the “Holder”), by Surge Global Energy, Inc., a Delaware corporation (the “Company”), in connection with that certain promissory note made by the Company in favor of the Holder, on even date herewith, in the principal amount of CDN$1.5 Million due and payable on August 30, 2007 (“Note #3”). Notwithstanding anything to the contrary in this Warrant, this Warrant shall become effective only on that date upon which the Company has paid the entire outstanding balance of Note #3 in full pursuant to the provisions of Note #3 (the “Effective Date”). If the Company fails to pay the Note in full, this Warrant shall be void ab initio and be of no force or effect.
