REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 2005 • Surge Global Energy, Inc. • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 15, 2005, by and among Surge Global Energy, Inc., a Delaware corporation (the “Company”), and MGI Securities, Inc., as agent to the purchasers of the Debentures set forth on Schedule “A” hereto (each such purchaser, a “Purchaser” and collectively, the “Purchaser”).
SURGE GLOBAL ENERGY, INC. WARRANT TO PURCHASE COMMON STOCKSurge Global Energy, Inc. • December 30th, 2005 • Crude petroleum & natural gas • New York
THIS CERTIFIES THAT, for value received Pawnee Holding Corporation or his assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from SURGE GLOBAL ENERGY, INC., a Delaware corporation (the “Corporation”) an amount of common stock equal to 400,000 shares – [Four Hundred Thousand] shares.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 30th, 2005 • Surge Global Energy, Inc. • Crude petroleum & natural gas • New York
This Securities Purchase Agreement (this “Agreement”) is dated as November 16, 2005 between Surge Global Energy, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”); and
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 30th, 2005 • Surge Global Energy, Inc. • Crude petroleum & natural gas • New York
This Securities Purchase Agreement (this “Agreement”) is dated as 24 October 2005, between Surge Global Energy, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”); and
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 2005 • Surge Global Energy, Inc. • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 24, 2005, among Surge Global Energy, Inc., a Delaware corporation (the “Company”), and each of the purchasers signatory hereto (each such purchaser is a “Purchaser” and all such purchasers are, collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 2005 • Surge Global Energy, Inc. • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 30, 2005, among Surge Global Energy, Inc., a Delaware corporation (the “Company”), and each of the purchasers signatory hereto (each such purchaser is a “Purchaser” and all such purchasers are, collectively, the “Purchasers”).
TRUST INDENTURE Providing for the Issue of up to Cdn. $10,000,000 of 7% Secured Convertible Debentures AMONG SURGE GLOBAL ENERGY (CANADA), LTD. – and – SURGE GLOBAL ENERGY, INC. – and – VALIANT TRUST COMPANY Made as of November 15, 2005Trust Indenture • December 30th, 2005 • Surge Global Energy, Inc. • Crude petroleum & natural gas • Alberta
NOW THEREFORE, in consideration of the premises and in further consideration of the mutual covenants herein contained, the parties hereto agree as follows:
FARMOUT AGREEMENTFarmout Agreement • December 30th, 2005 • Surge Global Energy, Inc. • Crude petroleum & natural gas
DEEP WELL OIL & GAS, INC., a Nevada corporation extra-provincially registered in Alberta (“Deep Well”) and NORTHERN ALBERTA OIL LTD., an Alberta corporation (“Northern”)
SURGE GLOBAL ENERGY, INC. WARRANT TO PURCHASE COMMON STOCKSurge Global Energy, Inc. • December 30th, 2005 • Crude petroleum & natural gas • New York
THIS CERTIFIES THAT, for value received Benjamin Financial Limited Partnership or his assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from SURGE GLOBAL ENERGY, INC., a Delaware corporation (the “Corporation”) an amount of common stock equal to Two Hundred Thousand (200,000) shares.
SUBLEASESurge Global Energy, Inc. • December 30th, 2005 • Crude petroleum & natural gas
July 17, 2005 Mark C. FritzSurge Global Energy, Inc. • December 30th, 2005 • Crude petroleum & natural gas
SHAREHOLDERS AGREEMENTShareholders Agreement • December 30th, 2005 • Surge Global Energy, Inc. • Crude petroleum & natural gas • Alberta
VOTING TRUST AGREEMENTVoting Trust Agreement • December 30th, 2005 • Surge Global Energy, Inc. • Crude petroleum & natural gas
DEEP WELL OIL & GAS (ALBERTA), LTD., a corporation incorporated under the laws of Alberta (“Deep Alta”, and, together with Northern, the “Grantees” and individually, a “Grantee”)
SUBSCRIPTION AGREEMENT FOR 7% SECURED CONVERTIBLE DEBENTURESSubscription Agreement • December 30th, 2005 • Surge Global Energy, Inc. • Crude petroleum & natural gas
The undersigned (hereinafter referred to as the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase the principal amount (the “Principal Amount”) of 7% secured convertible debentures (the “Debentures”) of the Corporation set forth below, at an aggregate subscription price that is equivalent to the Principal Amount of Debentures subscribed for, upon and subject to the terms and conditions set forth in “Terms and Conditions of Subscription for 7% Secured Convertible Debentures of Surge Global Energy (Canada), Ltd.” attached hereto (together with this page and the attached Exhibits, the “Subscription Agreement”). In addition to this face page, the Subscriber must also complete Exhibit 1 attached hereto, if applicable. The Corporation is a “connected issuer” (as defined in Section 1.1 of National Instrument 33-105) of the Agent, as the Agent has an employee, being Tony Loria, who will be appointed as a director of the Corporation on the Closing Date (as defined herein).
AGENCY AGREEMENTAgency Agreement • December 30th, 2005 • Surge Global Energy, Inc. • Crude petroleum & natural gas • Alberta
MGI Securities Inc. (the “Agent”) understands that Surge Global Energy (Canada), Ltd. (the “Corporation” or “Surge”) proposes to create, issue and sell up to $10,000,000 CAD aggregate principal amount of 7% secured convertible debentures due November 15, 2007 (the “Debentures”). Subject to the terms of the Indenture (as defined below), each Debenture is, at the option of the holder thereof, convertible into common shares of the Corporation (“Common Shares”) or shares of common stock (“Surge U.S. Shares”) of Surge Global Energy, Inc. (“Surge U.S.”). The private placement of the Debentures on the terms and conditions provided for herein is hereinafter referred to as the “Offering”.
FARMOUT AMENDING AGREEMENT THIS FARMOUT AMENDING AGREEMENT is made effective as of the 15th day of November, 2005.Farmout Amending Agreement • December 30th, 2005 • Surge Global Energy, Inc. • Crude petroleum & natural gas
NORTHERN ALBERTA OIL LTD., a body corporate incorporated pursuant to the laws of the Province of Alberta (hereinafter referred to as “NAOL”)
EMPLOYMENT AGREEMENT BETWEEN DAVID PEREZ AND SURGE GLOBAL ENERGY, INC.Employment Agreement • December 30th, 2005 • Surge Global Energy, Inc. • Crude petroleum & natural gas • California
THIS AGREEMENT is made as of November 30, 2004, with intended effect beginning November 20, 2004, between SURGE GLOBAL ENERGY INC. a Delaware corporation (“COMPANY”), and DAVID PEREZ, a resident of California (“EXECUTIVE”), under the following circumstances:
