Exhibit
10.25


 


REGISTRATION
RIGHTS AGREEMENT


 


This Registration Rights
Agreement (this “Agreement”) is made and entered into as of
November 16, 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”).


 


WHEREAS:


A.            In connection with the Securities
Purchase Agreement by and among the parties hereto of even date herewith (the “Securities Purchase Agreement”), the Company has agreed,
upon the terms and subject to the conditions of the Securities Purchase
Agreement, to issue and sell on the date hereof to each Buyer (i) shares
(the “Common Shares”) of the Company’s common
stock, par value $0.01 per share (the “Common Stock”),
and (ii) certain Warrants (the “Warrants”)
which will be exercisable to purchase additional shares of Common Stock (as
exercised, the “Warrant Shares”) in accordance
with the terms of the Warrants.


B.            To induce the Buyers to execute and
deliver the Securities Purchase Agreement, the Company has agreed to provide
certain registration rights under the Securities Act of 1933, as amended, and
the rules and regulations thereunder, or any similar successor statute
(collectively, the “Securities Act”),
and applicable state securities laws.


NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and
each of the Purchasers hereby agree as follows:


1. Definitions


As used in this Agreement,
the following terms shall have the following meanings:


“Effective
Date” means the date that the Registration Statement is first declared
effective by the Commission.


“Effectiveness
Date” means, with respect to the Registration Statement registering for
resale the Registrable Securities, the 180th calendar day following the Closing
Date.


“Filing
Date” means, with respect to the Registration Statement registering for
resale the Registrable Securities, the 45th date following the Closing Date.


“Holder”
or “Holders” means the holder or holders, as the case may be, from time
to time of Registrable Securities.


“Indemnified
Person” shall have the meaning set forth in Section 5(a).


“Indemnified
Party” shall have the meaning set forth in Section 5(b).


 


 





















 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without
limitation, an investigation or partial proceeding, such as a deposition),
whether commenced or threatened.


“Prospectus”
means the prospectus included in the Registration Statement (including, without
limitation, a prospectus that includes any information previously omitted from
a prospectus filed as part of an effective registration statement in reliance
upon Rule 430A promulgated under the Securities Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Securities covered by the
Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.


“Registrable
Securities” means (i) the Common Shares, (ii) the Warrant Shares issued or
issuable upon exercise of the Warrants and (iii) any shares of capital
stock issued or issuable with respect to the Common Shares, the Warrant Shares
or the Warrants as a result of any stock split, stock dividend,
recapitalization, exchange or similar event or otherwise, without regard to any
limitations on exercise of the Warrants.


“Registration
Period” shall have the meaning set forth in Section 3(d).


“Registration
Statement” means the registration statements required to be filed
hereunder, including (in each case) the Prospectus, amendments and supplements
to the Registration Statement or Prospectus, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference in the registration statement.


“Rule
415” means Rule 415 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the
same purpose and effect as such Rule.


“Warrants”
shall mean the Common Stock purchase warrants issued to the Purchasers.


2. Registration


(a)      On or prior to the Filing Date, the
Company shall prepare and file with the Commission the Registration Statement
covering the resale of all of the Registrable Securities for an offering to be
made on a continuous basis pursuant to Rule 415. The Registration Statement
shall be on Form SB-2 (unless the Company is not then eligible to register for
resale the Registrable Securities on Form SB-2, in which case such registration
shall be on another appropriate form in accordance herewith). Subject to the
terms of this Agreement, the Company shall use its best efforts to cause the Registration
Statement to be declared effective under the Securities Act as promptly as
possible after the filing thereof, but in any event prior to the Effectiveness
Date.


 


2





















 


(b)      Effect of Failure to File and Obtain
and Maintain Effectiveness of Registration Statement. If (i) a
Registration Statement covering all the Registrable Securities required to be
covered thereby and required to be filed by the Company pursuant to this
Agreement is (A) not filed with the SEC on or before the Filing Date (a “Filing Failure”), or (B) not declared effective by the
SEC on or before the Effectiveness Date (an “Effectiveness
Failure”) or (ii) on any day after the Effective Date sales of
all the Registrable Securities required to be included on such Registration
Statement cannot be made pursuant to such Registration Statement (including,
without limitation, because of a failure to keep such Registration Statement
effective, to disclose such information as is necessary for sales to be made
pursuant to such Registration Statement or to register sufficient shares of
Common Stock (a “Maintenance Failure”), then, as
partial relief for the damages to any holder by reason of any such delay in or
reduction of its ability to sell the underlying shares of Common Stock (which
remedy shall not be exclusive of any other remedies available at law or in
equity), the Company shall reduce the exercise price of the Warrants by $0.005
for each day of a Filing Failure, an Effectiveness Failure and a Maintenance
Failure; provided, however, the exercise price shall not be reduced below
$0.50.


(c)      Sufficient Number of Shares Registered.
In the event the number of shares available under a Registration Statement
filed pursuant to Section 2(a) is insufficient to cover all of the Registrable
Securities required to be covered by such Registration Statement, the Company
shall amend the applicable Registration Statement, or file a new Registration
Statement, or both, so as to cover at least 100% of the number of such
Registrable Securities as of the trading day immediately preceding the date of
the filing of such amendment or new Registration Statement, in each case, as
soon as practicable, but in any event not later than fifteen (15) days after
the Company becomes aware of the necessity therefor. The Company shall use its
best efforts to cause such amendment and/or new Registration Statement to
become effective as soon as practicable following the filing thereof. For
purposes of the foregoing provision, the number of shares available under a
Registration Statement shall be deemed “insufficient to cover all of the
Registrable Securities” if at any time the number of shares of Common Stock
available for resale under such Registration Statement is less than the number
of Registrable Securities.


3. Registration
Procedures


In
connection with the Company’s registration obligations hereunder, the Company
shall:


(a)      Promptly deliver to each Holder, without
charge, as many copies of the Prospectus or Prospectuses (including each form
of prospectus) and each amendment or supplement thereto as such Persons may
reasonably request. Subject to the terms of this Agreement, the Company hereby
consents to the use of such Prospectus and each amendment or supplement thereto
by each of the selling Holders in connection with the offering and sale of the
Registrable Securities covered by such Prospectus and any amendment or
supplement thereto.


(b)      Comply with all applicable rules and
regulations of the Commission.


 


3





















 


(c)      Use its best efforts to avoid the issuance
of, or, if issued, obtain the withdrawal of (i) any order suspending the
effectiveness of the Registration Statement, or (ii) any suspension of the
qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction, at the earliest practicable moment.


 


(d)      The Company shall submit to the SEC,
within three (3) business days after the Company learns that no review of
a particular Registration Statement will be made by the staff of the SEC or
that the staff of the SEC has no further comments on a particular Registration
Statement, as the case may be, a request for acceleration of effectiveness of
such Registration Statement to a time and date not later than 48 hours
after the submission of such request. The Company shall keep each Registration
Statement effective pursuant to Rule 415 at all times until the earlier of
(i) the date as of which the Purchaser may sell all of the Registrable Securities
covered by such Registration Statement without restriction pursuant to
Rule 144(k) (or successor thereto) promulgated under the Securities Act or
(ii) the date on which the Purchasers shall have sold all the Registrable
Securities covered by such Registration Statement (the “Registration
Period”). The Company shall ensure that each Registration Statement
(including any amendments or supplements thereto and prospectuses contained
therein) shall not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein, or necessary to make the
statements therein (in the case of prospectuses, in the light of the
circumstances in which they were made) not misleading.


 


(e)      The Company shall prepare and file with
the SEC such amendments (including post-effective amendments) and supplements
to a Registration Statement and the prospectus used in connection with such
Registration Statement, which prospectus is to be filed pursuant to
Rule 424 promulgated under the Securities Act, as may be necessary to keep
such Registration Statement effective at all times during the Registration
Period, and, during such period, comply with the provisions of the Securities
Act with respect to the disposition of all Registrable Securities of the
Company covered by such  Registration
Statement until such time as all of such Registrable Securities shall have been
disposed of in accordance with the intended methods of disposition by the
seller or sellers thereof as set forth in such Registration Statement.


 


(f)       The Company shall (A) permit
Purchaser’s legal counsel (“Legal Counsel”) to review and comment upon
(i) a Registration Statement at least five (5) Business Days prior to
its filing with the SEC and (ii) all amendments and supplements to all
Registration Statements within a reasonable number of days prior to their
filing with the SEC, and (B) not file any Registration Statement or
amendment or supplement thereto in a form to which Legal Counsel reasonably
objects. The Company shall not submit a request for acceleration of the
effectiveness of a Registration Statement or any amendment or supplement
thereto without the prior approval of Legal Counsel, which consent shall not be
unreasonably withheld. The Company shall furnish to Legal Counsel, without
charge, (i) copies of any correspondence from the SEC or the staff of the
SEC to the Company or its representatives relating to any Registration
Statement, (ii) promptly after the same is prepared and filed with the
SEC, one copy of any Registration Statement and any amendment(s) thereto,
including financial statements and schedules, all documents incorporated
therein by reference, if requested by an Purchaser and not otherwise available
on the EDGAR system, and all exhibits and (iii) upon the effectiveness of
any Registration Statement, one copy of the prospectus included in such
Registration Statement and all amendments and supplements thereto. The Company
shall reasonably cooperate with Legal Counsel in performing the Company’s
obligations pursuant to this Section 3.


 


4





















 


(g)      The Company shall use its reasonable best
efforts to (i) register and qualify, unless an exemption from registration
and qualification applies, the resale by Purchasers of the Registrable
Securities covered by a Registration Statement under such other securities or “blue
sky” laws of all applicable jurisdiction in the Unites States,
(ii) prepare and file in those jurisdictions such amendments (including
post-effective amendments) and supplements to such registrations and
qualifications as may be necessary to maintain the effectiveness thereof during
the Registration Period, (iii) take such other actions as may be necessary
to maintain such registrations and qualifications in effect at all times during
the Registration Period, and (iv) take all other actions reasonably
necessary or advisable to qualify the Registrable Securities for sale in such
jurisdictions; provided, however, that the Company shall not be required in connection
therewith or as a condition thereto to (x) qualify to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
Section 3(g), (y) subject itself to general taxation in any such
jurisdiction, or (z) file a general consent to service of process in any
such jurisdiction. The Company shall promptly notify each Purchaser who holds
Registrable Securities of the receipt by the Company of any notification with
respect to the suspension of the registration or qualification of any of the
Registrable Securities for sale under the securities or “blue sky” laws or any
jurisdiction in the United States or its receipt of actual notice of the
initiation or threatening of any proceeding for such purpose.


 


4.
Registration Expenses


 


All
fees and expenses incident to the performance of or compliance with this
Agreement by the Company shall be borne by the Company whether or not any
Registrable Securities are sold pursuant to the Registration Statement.


 


5.
Indemnification


 


In
the event any Registrable Securities are included in a Registration Statement
under this Agreement:


 


(a)      To the fullest extent permitted by law,
the Company will, and hereby does, indemnify, hold harmless and defend each
Purchaser, the directors, officers, partners, members, employees, agents,
representatives of, and each Person, if any, who controls any Purchaser within
the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Person”), against any losses, claims, damages,
liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’
fees, amounts paid in settlement or expenses, joint or several (collectively, “Claims”), incurred in investigating, preparing or defending
any action, claim, suit, inquiry, proceeding, investigation or appeal taken
from the foregoing by or before any court or governmental, administrative or
other regulatory agency, body or the SEC, whether pending or threatened,
whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which any of them may become
subject insofar as such Claims (or actions or proceedings, whether commenced or
threatened, in respect thereof) arise out of or are based upon: (i) any
untrue statement or alleged untrue statement of a material fact in a Registration
Statement or any post-effective amendment thereto or in any filing made in
connection with the qualification of the offering under the securities or other
“blue sky” laws of any jurisdiction in which Registrable Securities are offered
(“Blue Sky Filing”), or the omission or
alleged omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, (ii) any untrue
statement or alleged untrue statement of a


 


5





















 


material fact contained in any preliminary
prospectus if used prior to the effective date of such Registration Statement,
or contained in the final prospectus (as amended or supplemented, if the
Company files any amendment thereof or supplement thereto with the SEC) or the
omission or alleged omission to state therein any material fact necessary to
make the statements made therein, in the light of the circumstances under which
the statements therein were made, not misleading, (iii) any violation or
alleged violation by the Company of the Securities Act, the Exchange Act, any
other law, including, without limitation, any state securities law, or any rule
or regulation thereunder relating to the offer or sale of the Registrable
Securities pursuant to a Registration Statement or (iv) any material
violation of this Agreement (the matters in the foregoing clauses
(i) through (iv) being, collectively, “Violations”).
Subject to Section 5(c), the Company shall reimburse the Indemnified
Persons, promptly as such expenses are incurred and are due and payable, for
any legal fees or other reasonable expenses incurred by them in connection with
investigating or defending any such Claim. Notwithstanding anything to the
contrary contained herein, the indemnification agreement contained in this
Section 5(a): (i) shall not apply to a Claim by an Indemnified Person
arising out of or based upon a Violation which occurs in reliance upon and in
conformity with information furnished in writing to the Company by such Indemnified
Person or such Indemnified Person expressly for use in connection with the
preparation of the Registration Statement or any such amendment thereof or
supplement thereto, if such prospectus was timely made available by the Company
pursuant to Section 3(a); (ii) with respect to any preliminary
prospectus, shall not inure to the benefit of any such Person from whom the
Person asserting any such Claim purchased the Registrable Securities that are
the subject thereof (or to the benefit of any Person controlling such Person)
if the untrue statement or omission of material fact contained in the
preliminary prospectus was corrected in the prospectus, as then amended or
supplemented, if such prospectus was timely made available by the Company
pursuant to Section 3(a), and the Indemnified Person was promptly advised
in writing not to use the incorrect prospectus prior to the use giving rise to
a violation and such Indemnified Person, notwithstanding such advise, used it
or failed to deliver the correct prospectus as required by the Securities Act
and such correct prospectus was timely made available pursuant to
Section 3(a); (iii) shall not be available to the extent such Claim
is based on a failure of the Purchaser to deliver or to cause to be delivered
the prospectus made available by the Company, including a corrected prospectus,
if such prospectus or corrected prospectus was timely made available by the
Company pursuant to Section 3(a); and (iv) shall not apply to amounts
paid in settlement of any Claim if such settlement is effected without the
prior written consent of the Company, which consent shall not be unreasonably
withheld or delayed. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of the Indemnified Person
and shall survive the transfer of the Registrable Securities by the Purchasers
pursuant to Section 7.


 


(b)      In connection with any Registration
Statement in which an Purchaser is participating, each such Purchaser agrees
to  severally and not jointly indemnify,
hold harmless and defend, to the same extent and in the same manner as is set
forth in Section 5(a), the Company, each of its directors, each of its
officers who signs the Registration Statement and each Person, if any, who controls
the Company within the meaning of the Securities Act or the Exchange Act (each,
an “Indemnified Party”), against any Claim
or Indemnified Damages to which any of them may become subject, under the
Securities Act, the Exchange Act or otherwise, insofar as such Claim or
Indemnified Damages arise out of or are based upon any Violation, in each case
to the extent, and only to the extent, that such Violation occurs in reliance
upon and in conformity with written information furnished to the Company by
such Purchaser expressly for use in connection with such Registration
Statement; and, subject to Section 5(c), such Purchaser will reimburse any
legal or other


 


6





















 


expenses reasonably incurred by an
Indemnified Party in connection with investigating or defending any such Claim;
provided, however, that the indemnity agreement contained in this
Section 5(b) and the agreement with respect to contribution contained in
Section 6 shall not apply to amounts paid in settlement of any Claim if
such settlement is effected without the prior written consent of such
Purchaser, which consent shall not be unreasonably withheld or delayed;
provided, further, however, that a Purchaser shall be liable under this
Section 5(b) for only that amount of a Claim or Indemnified Damages as
does not exceed the net proceeds to such Purchaser as a result of the sale of
Registrable Securities pursuant to such Registration Statement. Such indemnity
shall remain in full force and effect regardless of any investigation made by
or on behalf of such Indemnified Party and shall survive the transfer of the
Registrable Securities by the Purchasers pursuant to Section 7.
Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 5(b) with respect to any preliminary
prospectus shall not inure to the benefit of any Indemnified Party if the
untrue statement or omission of material fact contained in the preliminary
prospectus was corrected on a timely basis in the prospectus, as then amended
or supplemented.


 


(c)      Promptly after receipt by an Indemnified
Person or Indemnified Party under this Section 5 of notice of the
commencement of any action or proceeding (including any governmental action or
proceeding) involving a Claim, such Indemnified Person or Indemnified Party
shall, if a Claim in respect thereof is to be made against any indemnifying
party under this Section 5, deliver to the indemnifying party a written
notice of the commencement thereof, and the indemnifying party shall have the
right to participate in, and, to the extent the indemnifying party so desires,
jointly with any other indemnifying party similarly noticed, to assume control
of the defense thereof with counsel mutually satisfactory to the indemnifying
party and the Indemnified Person or the Indemnified Party, as the case may be;
provided, however, that an Indemnified Person or Indemnified Party shall have
the right to retain its own counsel with the fees and expenses of not more than
one counsel for such Indemnified Person or Indemnified Party to be paid by the
indemnifying party, if, in the reasonable opinion of the Indemnified Person or
the Indemnified Party, as the case may be, the representation by such counsel
of the Indemnified Person or Indemnified Party and the indemnifying party would
be inappropriate due to actual or potential differing interests between such
Indemnified Person or Indemnified Party and any other party represented by such
counsel in such proceeding. In the case of an Indemnified Person, legal counsel
referred to in the immediately preceding sentence shall be selected by the
Purchasers holding at least a majority in interest of the Registrable
Securities included in the Registration Statement to which the Claim relates. The
Indemnified Party or Indemnified Person shall cooperate fully with the
indemnifying party in connection with any negotiation or defense of any such
action or Claim by the indemnifying party and shall furnish to the indemnifying
party all information reasonably available to the Indemnified Party or
Indemnified Person which relates to such action or Claim. The indemnifying
party shall keep the Indemnified Party or Indemnified Person fully apprised at
all times as to the status of the defense or any settlement negotiations with
respect thereto. No indemnifying party shall be liable for any settlement of
any action, claim or proceeding effected without its prior written consent,
provided, however, that the indemnifying party shall not unreasonably withhold,
delay or condition its consent. No indemnifying party shall, without the prior
written consent of the settlement or other compromises which does not include
as an unconditional term thereof the giving by the claimant or plaintiff to
such Indemnified Party or Indemnified Person of a release form all liability in
respect to such Claim or litigation. Following indemnification as provided for
hereunder, the indemnifying party shall be subrogated to all rights of the
Indemnified Party or Indemnified


 


7





















 


Person with respect to all third parties,
firms or corporations relating to the matter for which indemnification has been
made. The failure to deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action shall not relieve such
indemnifying party of any liability to the Indemnified Person or Indemnified
Party under this Section 5, except to the extent that the indemnifying party is
prejudiced in its ability to defend such action.


 


(d)      The indemnification required by this
Section 5 shall be made by periodic payments of the amount thereof during the
course of the investigation or defense, as and when bills are received or
Indemnified Damages are incurred.


 


(e)      The indemnity agreements contained herein
shall be in addition to (i) any cause of action or similar right of the
Indemnified Party or Indemnified Person against the indemnifying party or
others, and (ii) any liabilities the indemnifying party may be subject to
pursuant to the law.


 


6.
Contribution


 


To
the extent any indemnification by an indemnifying party is prohibited or
limited by law, the indemnifying party agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under
Section 5 to the fullest extent permitted by law; provided, however, that: (i)
no Person involved in the sale of Registrable Securities which Person is guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) in connection with such sale shall be entitled to contribution
from any Person involved in such sale of Registrable Securities shall be
limited in amount to the net amount of proceeds received by such seller from
the sale of such Registrable Securities pursuant to such Registration
Statement.


 


7.
Assignment of Registration Rights.


 


The
rights under this Agreement shall be automatically assignable by the Purchasers
to any transferee of all or any portion of such Purchaser’s Registrable
Securities if: (i) the Purchaser agrees in writing with the transferee or
assignee to assign such right, and a copy of such agreement is furnished to the
Company within a reasonable time after such assignment; (ii) the Company is,
within a reasonable time after such transfer or assignment, furnished with
written notice of (a) the name and address of such transferee or assignee, and
(b) the securities with respect to which such registration right are being
transferred or assigned; (iii) immediately following such transfer or assignment
the further disposition of such securities by the transferee or assignee is
restricted under the Securities Act and applicable state securities laws; (iv)
at or before the time the Company receives the written notice contemplated by
clause (ii) of this sentence the transferee or assignee agrees in writing with
the Company to be bound by all of the provisions contained herein; and (v) such
transfer shall have been made in accordance with the applicable requirements of
the Securities Purchase Agreement.


 


8.
Miscellaneous


 


(a) Amendments
and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be give,
unless the same shall be in writing and


 


8





















 


signed by the Company and all of the Holders
of the then outstanding Registrable Securities. Notwithstanding the foregoing,
a waiver or consent to depart from the provisions hereof with respect to a
matter that relates exclusively to the rights of Holders and that does not
directly or indirectly affect the rights of other Holders may be giver by
Holders of all of the Registrable Securities to which such waiver or consent
related; provided,  however, that the provisions of this sentence
may not be amended, modified, or supplemented except in accordance with the
provisions of the immediately preceding sentence.


 


(b) No
Inconsistent Agreements. Neither the Company nor any of its
subsidiaries has entered, as of the date hereof, nor shall the Company or any
of its subsidiaries, on or after the date of this Agreement, enter into any
agreement with respect to its securities, that would have the effect of
impairing the rights granted to the Holders in this Agreement or otherwise
conflicts with the provisions hereof.


 


(c) Compliance.
Each Holder covenants and agrees that it will comply with the prospectus
delivery requirements of the Securities Act as applicable to it in connection with
sales of Registrable Securities pursuant to the Registration Statement.


 


(d) Notices.
Any and all notices or other communications or deliveries required or permitted
to be provided hereunder shall be delivered as set forth in the Master
Amendment Agreement.


 


(e) Successors
and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and permitted assigns of each of the parties and
shall inure to the benefit of each Holders.


 


(f) Counterparts.
This Agreement may be executed in any number of counterparts, each of which
when so executed shall be deemed to be an original and, all of which taken
together shall constitute one and the same Agreement. In the event that any
signature is delivered by facsimile transmission, such signature shall create a
valid binding obligation of the party executing (or on whose behalf such
signature is executed) the same with the same force and effect as if such
facsimile signature were the original thereof.


 


(g) Governing
Law. All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of New
York, without regard to the principles of conflicts of law thereof. Each party
hereby irrevocably submits to the exclusive jurisdiction of the state and
federal courts sitting in the City of New York, Borough of Manhattan, for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is improper. Each party hereby irrevocably
waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof to such party at the
address in effect for notices to it under this Agreement and agrees that such
service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. Each


 


9





















 


party hereto hereby irrevocably waives, to
the fullest extent permitted by applicable law, any and all right to trial by
jury in any legal proceeding arising out of or relating to this Agreement or
the transactions contemplated hereby. If either party shall commence a
Proceeding to enforce any provisions of this Agreement, then the prevailing
party in such Proceeding shall be reimbursed by the other party for its
attorney’s fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such Proceeding.


 


(h) Severability.
If any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their reasonable
efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may
be hereafter declared invalid, illegal, void or unenforceable.


 


(i) Headings.
The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.


 


IN WITNESS WHEREOF, the
parties have executed this Registration Rights Agreement as of the date first
written above.


 




	
  Surge Global Energy, Inc.

  
	
   

  
	
  By:

  	
  /s/ Fred W. Kelly

  
	
   

  	
  Name: Fred W. Kelly

  
	
   

  	
  Title: Chief Executive Officer

  






 


 


[SIGNATURE
PAGE OF HOLDERS FOLLOWS]


 


 


10





















 


[SIGNATURE
PAGE OF HOLDERS TO SRGG RRA]


 


Name of Purchaser: Jack
& Sandy Zemer TTEE UADTD 12-21-1993 by Zemer Family Trust


 


Signature of Authorized Signatory
of Purchaser:   /s/ Jack Zemer


 


Name of Authorized Signatory: Jack Zemer


 


Title of Authorized Signatory:                                                                                     


 


Email Address of Purchaster: jdz@zemer.us


 


Facsimile of Purchaser: 1-858-454-9944


 


Telephone: 1-858-454-0011
x 821                                  Mobile: 1-858-945-3775


 


Address for Notice of Purchaser:


 


                Jack Zemer


                Alor
Int’l


                1227
Prospect Avenure


                La
Jolla, CA 92037


                United
States of America


                (858)
454-9944


Address for Delivery of Securities for
Purchaser (if not same as above):


 










 


Subscription Amount in USD: $500,000 - [Five Hundred Thousand US Dollars]


 


Shares: 500,000 shares - [Five
Hundred Thousand Shares]


 


Warrant Shares: 1,000,000
shares - [Seven Hundred Thousand Shares]


 


EIN# or SS# Number:                        


 


[MUST PROVIDE THIS UNDER SEPARATE
COVER]


 


 





















 


[SIGNATURE
PAGE OF HOLDERS TO SRGG RRA]


 


Name of Purchaser: Jack
& Sandy Zemer TTEE UADTD 12-21-1993 by Zemer Family Trust


 


Signature of Authorized Signatory
of Purchaser:   /s/Jack Zemer


 


Name of Authorized Signatory: Jack Zemer


 


Title of Authorized Signatory:                                                                                     


 


Email Address of Purchaster: jdz@zemer.us


 


Facsimile of Purchaser: 1-858-454-9944


 


Telephone: 1-858-454-0011
x 821                                  Mobile: 1-858-945-3775


 


Address for Notice of Purchaser:


 


                Jack Zemer


                Alor
Int’l


                1227
Prospect Avenure


                La
Jolla, CA 92037


                United
States of America


                (858)
454-9944


Address for Delivery of Securities for
Purchaser (if not same as above):


 










 


Subscription Amount in USD: $500,000 - [Five Hundred Thousand US Dollars]


 


Shares: 500,000 shares - [Five
Hundred Thousand Shares]


 


Warrant Shares: 1,000,000
shares - [Seven Hundred Thousand Shares]


 


EIN# or SS# Number:                        


 


[MUST PROVIDE THIS UNDER SEPARATE
COVER]


 


 





















 


[SIGNATURE
PAGE OF HOLDERS TO SRGG RRA]


 


Name of Purchaser: Jack
& Sandy Zemer TTEE UADTD 12-21-1993 by Zemer Family Trust


 


Signature of Authorized Signatory
of Purchaser:   /s/ Jack Zemer


 


Name of Authorized Signatory: Jack Zemer


 


Title of Authorized Signatory:                                                                                     


 


Email Address of Purchaster: jdz@zemer.us


 


Facsimile of Purchaser: 1-858-454-9944


 


Telephone: 1-858-454-0011
x 821                                  Mobile: 1-858-945-3775


 


Address for Notice of Purchaser:


 


                Jack Zemer


                Alor
Int’l


                1227
Prospect Avenure


                La
Jolla, CA 92037


                United
States of America


                (858)
454-9944


Address for Delivery of Securities for
Purchaser (if not same as above):


 










 


Subscription Amount in USD: $500,000 - [Five Hundred Thousand US Dollars]


 


Shares: 500,000 shares - [Five
Hundred Thousand Shares]


 


Warrant Shares: 1,000,000
shares - [Seven Hundred Thousand Shares]


 


EIN# or SS# Number:                        


 


[MUST PROVIDE THIS UNDER SEPARATE
COVER]