SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 28th, 2005 • Fidelis Energy Inc • Services-business services, nec • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 18, 2005, by and among FIDELIS ENERGY, INC., a Nevada corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • November 28th, 2005 • Fidelis Energy Inc • Services-business services, nec • New Jersey
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 18, 2005, by and among FIDELIS ENERGY, INC., a Nevada corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).
SECURITY AGREEMENTSecurity Agreement • November 28th, 2005 • Fidelis Energy Inc • Services-business services, nec • New Jersey
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of November 18, 2005, by and between FIDELIS ENERGY, INC., a Nevada corporation with its principal place of business located at 5151 E. Broadway, Suite 1600, Tucson, AZ 85711 (the “Company”), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the “Secured Party”).
ESCROW AGREEMENTEscrow Agreement • November 28th, 2005 • Fidelis Energy Inc • Services-business services, nec • New Jersey
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of November 18, 2005 FIDELIS ENERGY, INC., a Nevada corporation (the “Company”); the Buyer(s) listed on the Securities Purchase Agreement, dated the date hereof (also referred to as the “Investor(s)”), and DAVID GONZALEZ, ESQ., as Escrow Agent hereunder (the “Escrow Agent”).
PLEDGE AND ESCROW AGREEMENTPledge and Escrow Agreement • November 28th, 2005 • Fidelis Energy Inc • Services-business services, nec • New Jersey
THIS PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of November 18, 2005 (the “Effective Date”) by and among FIDELIS ENERGY, INC., a corporation organized and existing under the laws of the State of Nevada (the “Pledgor”), CORNELL CAPITAL PARTNERS, LP, (the “Pledgee”), and DAVID GONZALEZ, ESQ., as escrow agent (“Escrow Agent”).
