0001121781-07-000337 Sample Contracts

Contract
Edgewater Foods International, Inc. • November 7th, 2007 • Fishing, hunting and trapping • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 7th, 2007 • Edgewater Foods International, Inc. • Fishing, hunting and trapping • New York

This Registration Rights Agreement (this "Agreement") is made and entered into as of November 5, 2007, by and among Edgewater Foods International, Inc., a Nevada corporation (the "Company"), and the purchasers listed on Schedule I hereto (the "Purchasers").

SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of November 5, 2007 among EDGEWATER FOODS INTERNATIONAL, INC. and THE PURCHASERS LISTED ON EXHIBIT A
Convertible Preferred Stock Purchase Agreement • November 7th, 2007 • Edgewater Foods International, Inc. • Fishing, hunting and trapping • New York

This SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of November 5, 2007 by and among Edgewater Foods International, Inc., a Nevada corporation (the “Company”), and each of the Purchasers of shares of Series C Convertible Preferred Stock of the Company whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).

Contract
Edgewater Foods International, Inc. • November 7th, 2007 • Fishing, hunting and trapping • New York

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

LOCK-UP AGREEMENT
Lock-Up Agreement • November 7th, 2007 • Edgewater Foods International, Inc. • Fishing, hunting and trapping • New York

THIS AGREEMENT (this "Agreement") is dated as of November 5, 2007 by and among Edgewater Foods International, Inc., a Nevada corporation (the "Company"), and the shareholders of the Company listed on Schedule A attached hereto (collectively, the "Shareholders").

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