0001217160-05-000147 Sample Contracts

PURCHASE AGREEMENT
Purchase Agreement • November 1st, 2005 • Storm Cat Energy CORP • Mining & quarrying of nonmetallic minerals (no fuels) • New York

The Investor certifies that the Investor is an “accredited investor”, as such term is defined in National Instrument 45-106 of the Canadian Securities Administrators, Prospectus and Registration Exemptions (“NI 45-106”), is purchasing the securities as principal and, as at the Closing, the Investor falls within one or more of the following categories (Please check one or more, as applicable):

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 1st, 2005 • Storm Cat Energy CORP • Mining & quarrying of nonmetallic minerals (no fuels) • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 19th day of October, 2005 by and among Storm Cat Energy Corporation, a company incorporated under the laws of British Columbia, Canada (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”).

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