UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATIONStock Purchase Agreement • May 16th, 2007 • Surge Global Energy, Inc. • Crude petroleum & natural gas
On November 30, 2006, the Company and its shareholders entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with Cold Flow Energy ULC, a corporation incorporated under the laws of Alberta, Canada (“Cold Flow”). Cold Flow is a wholly owned subsidiary of Surge Global Energy, Inc. (“Surge”), a United States based public company. Pursuant to the terms of the Stock Purchase Agreement, the parties agreed that Cold Flow would purchase all of the issued and outstanding shares of the capital stock of the Company (the “Acquisition”) for a total purchase price of CDN$16,350,000, which consists of CDN$6,350,000 in cash and an aggregate of 8,965,390 exchangeable shares of preferred stock of Cold Flow (the “Exchangeable Shares”). On December 4, 2006, Cold Flow delivered an initial deposit of CDN$150,000, which deposit and any interest earned thereon was deducted from the cash portion of the purchase price.
SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT Made as of the 30th day of November, 2006, and amended as of March 2, 2007Stock Purchase Agreement • May 16th, 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, as amended by that certain First Amendment to Stock Purchase Agreement dated as of March 2, 2007 (collectively, the “Stock Purchase Agreement”);
