S-1









Exhibit 10.63  




REGISTRATION RIGHTS
AGREEMENT 



        This
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of
[__], 2008, by and among (i) Global Energy Inc., a Nevada corporation (the
“Company “), (ii) each person listed on Exhibit A attached hereto
(collectively, the “Initial Investors” and each individually, an
“Initial Investor”), (iii) National Securities Corporation, a Washington
corporation (the “Placement Agent”) and (iv) each person or entity that
subsequently becomes a party to this Agreement pursuant to, and in accordance with, the
provisions of Section 12 hereof (collectively, the “Investor Permitted
Transferees” and each individually an “Investor Permitted
Transferee”). 



        WHEREAS,
the Company has agreed to issue and sell to the Initial Investors, and the Initial
Investors have agreed to purchase from the Company, an aggregate of up to 320 units,
priced at $50,000 per unit, with each unit consisting of ___________ shares (the aggregate
number of shares, hereinafter the “Purchased Shares”) of the
Company’s common stock, $0.001 par value per share (the “Common
Stock”), and warrants to purchase ___________ shares of Common Stock (each a
“Warrant” and together the “Warrants”), all upon the terms and
conditions set forth in that certain Securities Purchase Agreement, dated of even date
herewith, between the Company and the Initial Investors (the “Securities Purchase
Agreement”); and 



        WHEREAS,
the Company has agreed to provide certain registration rights with respect to the shares
of Common Stock (the “Placement Agent Warrant Shares”) issuable upon
exercise of the warrants issued to the Placement Agent and its permitted transferees (the
“Placement Agent Warrants”) both on the terms and conditions provided
herein; and 



        WHEREAS,
the terms of the Securities Purchase Agreement provide that it shall be a condition
precedent to the closing of the transactions thereunder, for the Company and the Initial
Investors to execute and deliver this Agreement. 



        NOW,
THEREFORE, in consideration of the premises and mutual covenants contained herein, the
parties hereto hereby agree as follows: 



         1.       
DEFINITIONS. The following terms shall have the meanings provided therefor below
or elsewhere in this Agreement as described below:  



        “Board”
shall mean the board of directors of the Company. 



        “Closing”
and “Closing Dates” shall have the meanings ascribed to such terms in the
Securities Purchase Agreement. 



        “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and all of the
rules and regulations promulgated thereunder. 



        “Effectiveness
Date” means, with respect to the Initial Registration Statement, as soon as
practicable, but in no event later than one hundred twenty (120) calendar days
after the Final Closing and, with respect to any additional Registration Statements which
may be required to be filed hereunder pursuant to Section 3(d) or otherwise, not later
than ninety (90) calendar days following the date on which the additional Registration
Statement is required to be filed hereunder; provided, however, that in the
event the Company is notified by the SEC that one of the above Registration Statements
will not be reviewed or is no longer subject to further review and comments, the
Effectiveness Date as to such Registration Statement shall be the fifth (5th)
Trading Day following the date on which the Company is so notified if such date precedes
the dates required above. 











        “Filing
Date” means, with respect to the Initial Registration Statement, within sixty (60)
calendar days after the Final Closing and, with respect to any additional Registration
Statements required to be filed hereunder pursuant to Section 3(d) or otherwise, sixty
(60) calendar days following the earliest practicable date on which the Company is
permitted by SEC Guidance to file such additional Registration Statement related to the
Registrable Securities.  



        “Final
Closing” shall have the meaning ascribed to such term in the Securities Purchase
Agreement.  



        “First
Closing” shall have the meaning ascribed to such term in the Securities Purchase
Agreement.  



        “Initial
Registration Statement” means the initial Registration Statement filed pursuant
to this Agreement. 



        “Investors”
shall mean, collectively, the Initial Investors and the Investor Permitted Transferees;
provided, however, that the term “Investors” shall not
include any of the Initial Investors or any of the Investor Permitted Transferees that
does not own or hold any Registrable Securities. 



        “Placement
Agent Warrants” as defined in the Preamble. 



        “Placement Agent
Warrant Shares” as defined in the Preamble. 



        “Purchased
Shares” as defined in the Preamble. 



        “Registrable
Securities” shall mean the Underlying Shares and the Placement Agent Warrant
Shares, provided, however, such term shall not, after the Mandatory
Registration Termination Date, include any of the Underlying Shares or Placement Agent
Shares that become or have become eligible for resale without restrictions or volume
limitations pursuant to Rule 144. 



        “Registration
Statement” means any one or more registration statements filed with the SEC by the
Company on Form S-3, or in the event the Company is not eligible to use Form S-3, on Form
S-1, for the purpose of registering under the Securities Act all of the Registrable
Securities for resale by, and for the account of, the Investors, including the Initial
Registration Statement and any additional registration statements required to be filed
hereunder pursuant to Section 3(d) or otherwise, including (in each case) the prospectus,
amendments and supplements to such 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 such registration statement.  



        “Rule
144” shall mean Rule 144 promulgated by the SEC pursuant to the Securities Act
and any successor or substitute rule, law or provision. 



        “Rule
415” means Rule 415 promulgated by the SEC 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 SEC having substantially the same purpose and effect as such Rule. 



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        “Rule
424” means Rule 424 promulgated by the SEC 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 SEC having substantially the same purpose and effect as such Rule. 



        “SEC”
shall mean the United States Securities and Exchange Commission. 



        “SEC
Guidance” means (i) any publicly-available written guidance, or rule of general
applicability of the SEC staff, or (ii) written comments, requirements or requests of the
SEC staff to the Company in connection with the review of a Registration Statement. 



        “Securities”
shall mean the Purchased Shares, the Warrants and the Underlying Shares. 



        “Securities
Act” shall mean the Securities Act of 1933, as amended, and all of the rules and
regulations promulgated thereunder. 



        “Trading
Day” means (a) if the Common Stock is listed or quoted on the NASDAQ Market, then
any day during which securities are generally eligible for trading on the NASDAQ Market,
or (b) if the Common Stock is not then listed or quoted and traded on the NASDAQ Market,
then any business day. 



        “Underlying
Shares” shall mean the shares of Common Stock issuable upon exercise of the
Warrants. 



         2.       
EFFECTIVENESS; TERMINATION. This Agreement shall become effective and legally
binding only if the First Closing occurs.  



         3.       
MANDATORY REGISTRATION.  



		    (a)        The
Company shall be required to file a Registration Statement on or prior to           each
Filing Date until all of the Registrable Securities are registered for           resale
by the Investors and the Placement Agent as selling stockholders           thereunder. On
or prior to each Filing Date, the Company shall prepare and file           with the SEC a
Registration Statement for the purpose of registering under the           Securities Act
the resale of all, or such portion as permitted by SEC Guidance           (and the
Company shall make a commercially reasonable effort to advocate with           the SEC
for the registration of all or the maximum number of the Registrable           Securities
as permitted by SEC Guidance) of the Registrable Securities by, and           for the
account of, the Investors and the Placement Agent as selling           stockholders
thereunder, that are not then registered on an effective           Registration Statement
for an offering to be made on a continuous basis pursuant           to Rule 415. No other
securities shall be included in the Initial Registration           Statement that is
filed except for the Registrable Securities. Each Registration           Statement shall
contain the “Plan of Distribution” included in the           Investor
Questionnaire, in substantially the form of which was provided to           Investors
with the Securities Purchase Agreement. Subject to the terms of this           Agreement,
the Company shall cause a Registration Statement to be declared           effective under
the Securities Act as promptly as possible after the filing           thereof, but in any
event on or prior to the applicable Effectiveness Date.  







		    (b)        The
Company shall be required to keep a Registration Statement effective until           such
date that is the earlier of (the “Effectiveness Period”) (i) the           date
as of which all of the Investors as selling stockholders thereunder may           sell
all of the Registrable Securities registered for resale thereon without
          restriction pursuant to Rule 144 or (ii) the date when all of the Registrable
          Securities registered thereunder shall have been sold (such date is referred to
          herein as the “Mandatory Registration Termination Date”).
          Thereafter, the Company shall be entitled to withdraw such Registration
          Statement and the Investors shall have no further right to offer or sell any of
          the Registrable Securities registered for resale thereon pursuant to the
          respective Registration Statement (or any prospectus relating thereto).  







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		    (c)        Notwithstanding
any other provision of this Agreement and subject to the payment           of liquidated
damages in Section 4(a), if any SEC Guidance sets forth a           limitation on the
number of Registrable Securities to be registered in the           Initial Registration
Statement (and the Company has made a commercially           reasonable effort to
advocate with the SEC for the registration of all or a           greater number of
Registrable Securities), the number of Registrable Securities           to be registered
on such Registration Statement will first be reduced by the           number of
Registrable Securities represented by the Placement Agent Warrant           Shares and
secondly by the number of the Registrable Securities represented by           the
Underlying Shares (applied, in the case that some Underlying Shares may be
          registered, to the Investors on a pro rata basis based on the total number of
          unregistered Underlying Shares held by such Investors on a fully diluted
basis).  







		    (d)        If
during the Effectiveness Period, subject to Sections 3(a) and 3(c), the           Company
becomes aware that the number of Registrable Securities at any time           exceeds the
number of Registrable Securities then registered for resale in a           Registration
Statement, then the Company shall file as soon as reasonably           practicable an
additional Registration Statement covering the resale by the           Investors of not
less than the number of such Registrable Securities that are           not then
registered.  







		    (e)        Notwithstanding
any other provision of this Agreement, if during the           Effectiveness Period any
of the Registrable Securities become eligible for           resale without restriction
pursuant to Rule 144 (the “Rule 144 Eligible           Securities”) then the
number of Registrable Securities outstanding at any           one time shall be reduced
by the number of Rule 144 Eligible Securities and the           Company may at its option
file an amendment to any Registration Statement to           reduce the number of
Registrable Securities accordingly. The Company           acknowledges that (i) Rule 144
is not currently available to its shareholders           because the Company was a “shell
company”, as that term is defined in           the SEC’s Rule 12-b-2, until
December 5, 2007, (ii) that Rule 144 will not           be available to its shareholders
until December 5, 2008, and (iii) that Rule 144           will only be available to its
shareholders if, at the time of sale, the Company           has filed all of its periodic
disclosure on Forms 10-Q and 10-K during the 12           months immediately preceding
the date of sale. The Company acknowledges that the           Company’s obligation
to file its periodic disclosure documents for the 12           month period preceding the
date of sale is a “restriction” as that           term is used in the first
sentence of this Section 3(e).  







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         4.       
PENALTIES/SUSPENSION OF A REGISTRATION STATEMENT.  



		    (a)        If:
(i) the Initial Registration Statement and any other Registration Statement           is
not filed on or prior to its Filing Date, or (ii) the Company fails to file
          with the SEC a request for acceleration in accordance with Rule 461 promulgated
          under the Securities Act, within five (5) Trading Days of the date that the
          Company is notified (orally or in writing, whichever is earlier) by the SEC
that           the Initial Registration Statement or any other Registration Statement
will not           be “reviewed” or not be subject to further review, or (iii)
prior to           the Effectiveness Date of the Initial Registration Statement or any
other           Registration Statement, the Company fails to file a pre-effective
amendment and           otherwise respond in writing to comments made by the SEC in
respect of such           Initial Registration Statement or any other Registration
Statement within thirty           (30) business days after the receipt of comments by or
notice from the SEC that           such amendment is required in order for such Initial
Registration Statement or           any other Registration Statement to be declared
effective, or (iv) subject to           the tolling provisions contained herein, as to,
in the aggregate among all           Investors on a pro-rata basis based on their
purchase of the Securities pursuant           to the Securities Purchase Agreement, the
lesser of (A) all of the Registrable           Securities constituting the Securities and
(B) the maximum number of Securities           permitted by SEC Guidance (collectively,
the “Initial Shares”),           a Registration Statement registering
for resale all of the Initial Shares is not           declared effective by the SEC by
the Effectiveness Date, or (v) after the           Effectiveness Date of the Initial
Registration Statement or any other           Registration Statement, such Initial
Registration Statement or other           Registration Statement ceases for any reason to
remain continuously effective as           to all Registrable Securities included in such
Initial Registration Statement or           other Registration Statement, as applicable,
or the Investors are otherwise not           permitted to utilize the Prospectus therein
to resell such Registrable           Securities, for more than ten (10) consecutive
calendar days or more than an           aggregate of twenty (20) calendar days during any
twelve (12) month period           (which need not be consecutive calendar days),
provided however that no such           payments shall be required in connection with a
Suspension Period (as           hereinafter defined) (any such failure or breach being
referred to as an           “Event”, and for purposes of clause (i), (iv) or
(v) the date on which           such Event occurs, or for purposes of clause (ii) the
date on which such five           (5) Trading Day period is exceeded, or for purposes of
clause (iii) the date           which such ten (10) business day period is exceeded, or
for purposes of clause           (v) the date on which such ten (10) or twenty (20)
calendar day period, as           applicable, is exceeded being referred to as “Event
Date”),           then, in addition to any other rights the Investors may have
hereunder or under           applicable law, on each such Event Date and on each monthly
anniversary of each           such Event Date (if the applicable Event shall not have
been cured by such date)           until the applicable Event is cured, the Company shall
pay to each Investor on a           monthly basis within three (3) business days of the
end of the month an amount           in cash, as partial liquidated damages and not as a
penalty, equal to 1.5% of           the aggregate purchase price paid by such Investor
pursuant to the Securities           Purchase Agreement for any Registrable Securities
then held by such Investor (as           applicable under clause (iv)) that are not then
eligible for resale pursuant to           the Initial Registration Statement or other
Registration Statement. The parties           agree that the maximum aggregate liquidated
damages payable to a Investor under           this Agreement shall be 10% of the
aggregate amount paid by such Investor for           its respective Securities pursuant
to the Securities Purchase Agreement. If the           Company fails to pay any partial
liquidated damages pursuant to this Section in           full within ten (10) calendar
days after the date payable, the Company will be           required to pay such
liquidation damages in cash only and shall pay interest           thereon at a rate of
18% per annum (or such lesser maximum amount that is           required to be paid by
applicable law) to the Investor, accruing daily from the           date such partial
liquidated damages are due until such amounts, plus all such           interest thereon,
are paid in full. The partial liquidated damages pursuant to           the terms hereof
shall apply on a daily pro-rata basis for any portion of a           month prior to the
cure of an Event.  







		    (b)        The
Company shall notify the Placement Agent, on the Investors’ behalf, by
          facsimile or e-mail as promptly as practicable, and in any event, within two
(2)           Trading Days, after a Registration Statement is declared effective and
shall           simultaneously provide the Investors with a copy of any related
prospectus to be           used in connection with the sale or other disposition of the
Securities covered           thereby. Failure to notify the Investors in accordance with
this Section 4(b)           shall be deemed an Event under Section 4(a).  







		    (c)        No
Investor shall be entitled to a payment pursuant to this Section 4 if
          effectiveness of a registration statement has been delayed or a prospectus has
          been unavailable as a result of (i) a failure by such Investor to promptly
          provide on request by the Company the information required under the Securities
          Purchase Agreement or this Agreement or requested by the SEC as a condition to
          effectiveness of a Registration Statement; (ii) the provision of inaccurate or
          incomplete information by such Investor; or (iii) a statement or determination
          of the SEC that any provision of the rights of the Investor under this
Agreement           are contrary to the provisions of the Securities Act.  







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         5.       
OBLIGATIONS OF THE COMPANY. In connection with the Company’s obligation
under Section 3 hereof to file a Registration Statement with the SEC and to use
its commercially reasonable efforts to cause a Registration Statement to become
effective, the Company shall, as expeditiously as reasonably possible:  



		    (a)        Prepare
and file with the SEC such amendments and supplements to a Registration
          Statement and the prospectus used in connection therewith as may be necessary
to           comply with the provisions of the Securities Act with respect to the
disposition           of all Registrable Securities covered by a Registration Statement;  







		    (b)        Furnish
to the selling Investors such number of copies of a prospectus,           including a
preliminary prospectus, in conformity with the requirements of the           Securities
Act, and such other documents (including, without limitation,           prospectus
amendments and supplements as are prepared by the Company in           accordance with
Section 5(a) above) as the selling Investors may reasonably           request in order to
facilitate the disposition of such selling Investors’          Registrable
Securities;  







		    (c)        Use
commercially reasonable efforts to comply with all applicable rules and
          regulations of the SEC under the Securities Act and the Exchange Act,
including,           without limitation, Rule 172 under the Securities Act, file any
final           prospectus, including any supplement or amendment thereof, with the SEC
pursuant           to Rule 424 under the Securities Act, promptly inform the Investors in
writing           if, at any time during the Effectiveness Period, the Company does not
satisfy           the conditions specified in Rule 172 and, as a result thereof, the
Investors are           required to deliver a prospectus in connection with any
disposition of           Registrable Securities; notify the selling Investors of the
happening of any           event as a result of which the prospectus included in or
relating to a           Registration Statement contains an untrue statement of a material
fact or omits           any fact necessary to make the statements therein not misleading;
and,           thereafter, subject to Section 11 hereof, the Company will promptly
prepare           (and, when completed, give notice and provide a copy thereof to each
selling           Investor) a supplement or amendment to such prospectus so that such
prospectus           will not contain an untrue statement of a material fact or omit to
state any           fact necessary to make the statements therein not misleading; provided          that
upon such notification by the Company (which shall be a Suspension pursuant           to
Section 11), the selling Investors will not offer or sell Registrable
          Securities until the Company has notified the selling Investors that it has
          prepared a supplement or amendment to such prospectus and filed it with the SEC
          or, if the Company does not then meet the conditions for the use of Rule 172,
          delivered copies of such supplement or amendment to the selling Investors (it
          being understood and agreed by the Company that the foregoing proviso shall in
          no way diminish or otherwise impair the Company’s obligation to promptly
          prepare a prospectus amendment or supplement as above provided in this Section
          5(c) and deliver copies of same as above provided in Section 5(b) hereof); and  







		    (d)        Use
commercially reasonable efforts to register and qualify the Registrable
          Securities covered by a Registration Statement under such other securities or
          Blue Sky laws of such states as shall be reasonably appropriate in the opinion
          of the Company, provided that the Company shall not be required in
          connection therewith or as a condition thereto to qualify to do business or to
          file a general consent to service of process in any such states or
          jurisdictions, and provided further that (notwithstanding anything
          in this Agreement to the contrary with respect to the bearing of expenses) if
          any jurisdiction in which any of such Registrable Securities shall be qualified
          shall require that expenses incurred in connection with the qualification
          therein of any such Registrable Securities be borne by the selling Investors,
          then the selling Investors shall, to the extent required by such jurisdiction,
          pay their pro rata share of such qualification expenses.  








6







		    (e)        Subject
to the terms and conditions of this Agreement, including Section 3           hereof, the
Company shall use its commercially reasonable efforts to (i) prevent           the
issuance of any stop order or other suspension of effectiveness of a
          Registration Statement, or the suspension of the qualification of any of the
          Registrable Securities for sale in any jurisdiction in the United States, and
          (ii) if such an order or suspension is issued, obtain the withdrawal of such
          order or suspension at the earliest practicable moment and notify each holder
of           Registrable Securities of the issuance of such order and the resolution
thereof           or its receipt of notice of the initiation or threat of any proceeding
such           purpose.  







		    (f)        The
Company shall (i) comply with all requirements of the Financial Industry
          Regulatory Authority, Inc. with regard to the issuance of the Purchased Shares
          and the listing thereof on the OTC Bulletin Board and such other securities
          exchange or automated quotation system, as applicable, and (ii) engage a
          transfer agent and registrar to maintain the Company’s stock ledger for
all           Registrable Securities covered by a Registration Statement not later than
the           effective date of a Registration Statement.  







		    (g)        The
Company will file a Registration Statement and all amendments and           supplements
thereto electronically on EDGAR.  







         6.       
FURNISH INFORMATION. It shall be a condition precedent to the obligations of the
Company to take any action pursuant to this Agreement that the selling Investors
shall furnish to the Company such information regarding them and the securities
held by them as the Company shall reasonably request and as shall be required in
order to effect any registration by the Company pursuant to this Agreement. Each
Investor shall promptly notify the Company of any changes in the information
furnished to the Company.  



         7.       
EXPENSES OF REGISTRATION. Except as set forth in Section 5(d), all expenses
incurred in connection with the registration of the Registrable Securities
pursuant to this Agreement (excluding underwriting, brokerage and other selling
commissions and discounts), including without limitation all registration and
qualification and filing fees, printing, fees and disbursements of counsel for
the Company and fees and expenses of one counsel to the Investors to be
designated by the Placement Agent (not to exceed $7,500), shall be borne by the
Company; provided however that the Investors shall be required to pay the
expenses of counsel and any other advisors for the Investors and any brokerage
or other selling discounts or commissions and any other expenses incurred by the
Investors for their own account. In addition, the Company shall also reimburse
the Placement Agent for the fees and disbursements of its counsel in connection
with its filings with NASD Rule 2710 that are required with respect to the
Placement Agent’s participation in the public offering with respect to the
Registration Statement.  



         8.       
DELAY OF REGISTRATION. The Investors shall not take any action to restrain,
enjoin or otherwise delay any registration as the result of any controversy
which might arise with respect to the interpretation or implementation of this
Agreement.  



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         9.       
INDEMNIFICATION.  



		    (a)        To
the extent permitted by law, the Company will indemnify and hold harmless           each
selling Investor, and each officer and director of such selling Investor           and
each person, if any, who controls such selling Investor, within the meaning           of
the Securities Act, against any losses, claims, damages or liabilities, joint
          or several, to which they may become subject under the Securities Act or
          otherwise, insofar as such losses, claims, damages or liabilities (or actions
in           respect thereof) arise out of or are based upon (i) any untrue or alleged
untrue           statement of any material fact contained in a Registration Statement, in
any           preliminary prospectus or final prospectus relating thereto or in any
amendments           or supplements to a Registration Statement or any such preliminary
prospectus or           final prospectus, or arise out of or are based upon the omission
or alleged           omission to state therein a material fact required to be stated
therein, or           necessary to make the statements therein not misleading and (ii)
any blue sky           application or other document executed by the Company specifically
for that           purpose or based upon written information furnished by the Company
filed in any           state or other jurisdiction in order to qualify any or all of the
Registrable           Securities under the securities laws thereof (any such application,
document or           information herein called a “Blue Sky Application”);
(iii) the           omission or alleged omission to state in a Blue Sky Application a
material fact           required to be stated therein or necessary to make the statements
therein not           misleading; (iv) any violation by the Company or its agents of any
rule or           regulation promulgated under the Securities Act applicable to the
Company or its           agents and relating to action or inaction required of the
Company in connection           with such registration; or (v) any failure to register or
qualify the           Registrable Securities included in any such Registration Statement
in any state           where the Company or its agents has affirmatively undertaken or
agreed in           writing that the Company will undertake such registration or
qualification on an           Investor’s behalf; and will reimburse such selling
Investor, or such           officer, director or controlling person for any legal or
other expenses           reasonably incurred by them in connection with investigating or
defending any           such loss, claim, damage, liability or action; provided,
however,           that the indemnity agreement contained in this Section 9(a)
shall not apply to           amounts paid in settlement of any such loss, claim, damage,
liability or action           if such settlement is effected without the consent of the
Company (which consent           shall not be unreasonably withheld), nor shall the
Company be liable in any such           case for any such loss, damage, liability or
action to the extent that it arises           out of or is based upon (i) an untrue
statement or alleged untrue statement or           omission made in connection with a
Registration Statement, any preliminary           prospectus or final prospectus relating
thereto or any amendments or supplements           to a Registration Statement or any
such preliminary prospectus or final           prospectus, in reliance upon and in
conformity with written information           furnished expressly for use in connection
with a Registration Statement or any           such preliminary prospectus or final
prospectus by the selling Investors or (ii)           at any time when the Company has
advised the Investor in writing that the           Company does not meet the conditions
for use of Rule 172 and as a result that           the Investor is required to deliver a
current prospectus in connection with any           disposition of Registrable
Securities, an untrue statement or alleged untrue           statement or omission in a
prospectus that is (whether preliminary or final)           corrected in any subsequent
amendment or supplement to such prospectus that was           delivered to the selling
Investor before the pertinent sale or sales by the           selling Investor.  







		    (b)        To
the extent permitted by law, each selling Investor will severally and not
          jointly indemnify and hold harmless the Company, each of its directors, each of
          its officers who have signed a Registration Statement, each person, if any, who
          controls the Company within the meaning of the Securities Act, against any
          losses, claims, damages or liabilities to which the Company or any such
          director, officer, controlling person, may become subject to, under the
          Securities Act or otherwise, insofar as such losses, claims, damages or
          liabilities (or actions in respect thereto) arise out of or are based upon any
          untrue or alleged untrue statement of any material fact contained in a
          Registration Statement or any preliminary prospectus or final prospectus,
          relating thereto or in any amendments or supplements to a Registration
Statement           or any such preliminary prospectus or final prospectus, or arise out
of or are           based upon the omission or alleged omission to state therein a
material fact           required to be stated therein or necessary to make the statements
therein not           misleading, in each case to the extent and only to the extent that
such untrue           statement or alleged untrue statement or omission or alleged
omission (i) was           made in a Registration Statement, in any preliminary
prospectus or final           prospectus relating thereto or in any amendments or
supplements to a           Registration Statement or any such preliminary prospectus or
final prospectus,           in reliance upon and in conformity with written information
furnished by the           selling Investor expressly for use in connection with a
Registration Statement,           or any preliminary prospectus or final prospectus or
(ii) at any time when the           Company has advised the Investor in writing that the
Company does not meet the           conditions for use of Rule 172 and as a result that
the Investor is required to           deliver a current prospectus in connection with any
disposition of Registrable           Securities, was corrected in any subsequent
amendment or supplement to such           prospectus that was delivered to the selling
Investor before the pertinent sale           or sales by the selling Investor; and such
selling Investor will reimburse any           legal or other expenses reasonably incurred
by the Company or any such director,           officer, controlling person, or other
selling Investor in connection with           investigating or defending any such loss,
claim, damage, liability or action, provided, however, that the liability
of each selling Investor           hereunder shall be limited to the net proceeds
received by such selling Investor           from the sale of Registrable Securities
giving rise to such liability, and provided, further, however, that
the indemnity agreement           contained in this Section 9(b) shall not apply to
amounts paid in settlement of           any such loss, claim, damage, liability or action
if such settlement is effected           without the consent of those selling Investor(s)
against which the request for           indemnity is being made (which consent shall not
be unreasonably withheld).  







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		    (c)        Promptly
after receipt by an indemnified party under this Section 9 of notice of           the
commencement of any action, such indemnified party will, if a claim in           respect
thereof is to be made against any indemnifying party under this Section           9,
notify the indemnifying party in writing of the commencement thereof and the
          indemnifying party shall have the right to participate in and, to the extent
the           indemnifying party desires, jointly with any other indemnifying party
similarly           noticed, to assume at its expense the defense thereof with counsel
satisfactory           to the indemnifying party or indemnifying parties, but the
omission so to notify           the indemnifying party will not relieve it from any
liability which it may have           to any indemnified party for contribution or
otherwise under the indemnity           agreement contained in this Section 9 (except to
the extent that such omission           materially and adversely affects the indemnifying
person’s ability to           defend such action). In the event that the
indemnifying party assumes any such           defense, the indemnified party may
participate in such defense with its own           counsel and at its own expense,
provided, however, if the defendants in any such           action include both the
indemnified party and the indemnifying party and the           indemnified party shall
have reasonably concluded, based on an opinion of           counsel reasonably
satisfactory to the indemnifying party, that there may be a           conflict of
interest between the positions of the indemnifying party and the           indemnified
party in conducting the defense of any such action or that there may           be legal
defenses available to it and/or other indemnified parties which are           different
from or additional to those available to the indemnifying party, the
          indemnified party or parties shall have the right to select separate counsel to
          assume such legal defenses and to otherwise participate in the defense of such
          action on behalf of such indemnified party or parties. Upon receipt of notice
          from the indemnifying party to such indemnified party of its election to assume
          the defense of such action and approval by the indemnified party of counsel,
the           indemnifying party will not be liable to such indemnified party under this
          Section 9 for any legal or other expenses subsequently incurred by such
          indemnified party in connection with the defense thereof unless the indemnified
          party shall have employed such counsel in connection with the assumption of
          legal defenses in accordance with the proviso to the preceding sentence (it
          being understood, however, that the indemnifying party shall not be liable for
          the expenses of more than one separate counsel and one local counsel,
reasonably           satisfactory to such indemnifying party, representing all of the
indemnified           parties who are parties to such action in which case the reasonable
fees and           expenses of counsel shall be at the expense of the indemnifying party.  







		    (d)        Notwithstanding
anything to the contrary herein, the indemnifying party shall           not be entitled
to settle any claim, suit or proceeding unless in connection           with such
settlement the indemnified party receives an unconditional release           with respect
to the subject matter of such claim, suit or proceeding and such           settlement
does not contain any admission of fault by the indemnified party.  







9







		    (e)        If
the indemnification provided for in this Section 9 is unavailable to or
          insufficient to hold harmless an indemnified party under subsection (a) or (b)
          above in respect of any losses, claims, damages or liabilities (or actions or
          proceedings in respect thereof) referred to therein, then each indemnifying
          party shall contribute to the amount paid or payable by such indemnified party
          as a result of such losses, claims, damages or liabilities (or actions in
          respect thereof) in such proportion as is appropriate to reflect the relative
          fault of the Company on the one hand and the Investors on the other in
          connection with the statements or omissions or other matters which resulted in
          such losses, claims, damages or liabilities (or actions in respect thereof), as
          well as any other relevant equitable considerations. The relative fault shall
be           determined by reference to, among other things, in the case of an untrue
          statement, whether the untrue statement relates to information supplied by the
          Company on the one hand or an Investor on the other and the parties’          relative
intent, knowledge, access to information and opportunity to correct or           prevent
such untrue statement. The Company and the Investors agree that it would           not be
just and equitable if contribution pursuant to this subsection (e) were
          determined by pro rata allocation (even if the Investors were treated as one
          entity for such purpose) or by any other method of allocation which does not
          take into account the equitable considerations referred to above in this
          subsection (e). The amount paid or payable by an indemnified party as a result
          of the losses, claims, damages or liabilities (or actions in respect thereof)
          referred to above in this subsection (e) shall be deemed to include any legal
or           other expenses reasonably incurred by such indemnified party in connection
with           investigating or defending any such action or claim. No person guilty of
          fraudulent misrepresentation (within the meaning of Section 11(f) of the
          Securities Act) shall be entitled to contribution from any person who was not
          guilty of such fraudulent misrepresentation. The Investors’ obligations in
          this subsection to contribute are several in proportion to their sales of
          Registrable Securities to which such loss relates and not joint. In no event
          shall the contribution obligation of an Investor be greater in amount than the
          dollar amount of the net proceeds (net of all expenses paid by such Investor in
          connection with any claim relating to this Section 9 and the amount of any
          damages such Investor has otherwise been required to pay by reason of such
          untrue or alleged untrue statement or omission or alleged omission) received by
          it upon the sale of the Registrable Securities giving rise to such contribution
          obligation.  







		    (f)        The
parties to this Agreement hereby acknowledge that they are sophisticated
          business persons who were represented by counsel during the negotiations
          regarding the provisions hereof including, without limitation, the provisions
of           this Section 9, and are fully informed regarding said provisions. They
further           acknowledge that the provisions of this Section 9 fairly allocate the
risks in           light of the ability of the parties to investigate the Company and its
business           in order to assure that adequate disclosure is made in a Registration
Statement           as required by the Securities Act and the Exchange Act.  









         10.       
REPORTS UNDER THE EXCHANGE ACT. With a view to making available to the Investors
the benefits of Rule 144 and any other rule or regulation of the SEC that may at
any time permit the Investors to sell the Registrable Securities to the public
without registration, the Company agrees: (i) to make and keep public
information available as those terms are understood in Rule 144, (ii) to file
with the SEC in a timely manner all reports and other documents required to be
filed by an issuer of securities registered under the Securities Act or the
Exchange Act pursuant to Rule 144, (iii) as long as any Investor owns any
Registrable Securities, to furnish in writing upon such Investor’s request
a written statement by the Company that it has complied with the reporting
requirements of Rule 144 and of the Securities Act and the Exchange Act, and to
furnish to such Investor a copy of the most recent annual or quarterly report of
the Company, and such other reports and documents so filed by the Company as may
be reasonably requested in availing such Investor of any rule or regulation of
the SEC permitting the selling of any such Registrable Securities without
registration and (iv) undertake any additional actions reasonably necessary to
maintain the availability of the use of Rule 144.  



10







         11.       
SUSPENSION. Notwithstanding anything in this Agreement to the contrary, in the
event (i) of any request by the SEC or any other federal or state governmental
authority during the period of effectiveness of a Registration Statement for
amendments or supplements to a Registration Statement or related prospectus or
for additional information; (ii) of the issuance by the SEC or any other federal
or state governmental authority of any stop order suspending the effectiveness
of a Registration Statement or the initiation of any proceedings for that
purpose; (iii) of the receipt by the Company of any notification with respect to
the suspension of the qualification or exemption from qualification of any of
the Registrable Securities for sale in any jurisdiction or the initiation of any
proceeding for such purpose; (iv) of any event or circumstance which
necessitates the making of any changes in a Registration Statement or related
prospectus, or any document incorporated or deemed to be incorporated therein by
reference, so that, in the case of a Registration Statement, it will not contain
any untrue statement of a material fact or any omission to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and that in the case of the prospectus, it will not contain any
untrue statement of a material fact or any omission to state a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading; or
(v) that the Board has made the good faith determination (A) that continued use
by the selling Investors of a Registration Statement for purposes of effecting
offers or sales of Registrable Securities pursuant thereto would require, under
the Securities Act, premature disclosure in a Registration Statement (or the
prospectus relating thereto) of material, nonpublic information concerning the
Company, its business or prospects or any proposed material transaction
involving the Company, (B) that such premature disclosure would be materially
adverse to the Company, its business or prospects or any such proposed material
transaction or would make the successful consummation by the Company of any such
material transaction significantly less likely and (C) that it is therefore
essential to suspend the use by the Investors of such Registration Statement
(and the prospectus relating thereto) for purposes of effecting offers or sales
of Registrable Securities pursuant thereto, then the Company shall furnish to
the selling Investors a certificate signed by the President or Chief Executive
Officer of the Company setting forth one or more of the above described
circumstances, and the right of the selling Investors to use a Registration
Statement (and the prospectus relating thereto) shall be suspended for a period
(the “Suspension Period”) of not more than forty-five (45) days
after delivery by the Company of the certificate referred to above in this
Section 11; provided that the Company shall be entitled to no more
than two such Suspension Periods during the twelve (12) month period commencing
on the Final Closing and during each subsequent twelve (12) month period until
the Mandatory Registration Termination Date (including any extension thereto).
During the Suspension Period, none of the Investors shall offer or sell any
Registrable Securities pursuant to or in reliance upon a Registration Statement
(or the prospectus relating thereto) and each of the Investors shall keep the
fact of the above described certificate and its contents confidential. The
Company shall use commercially reasonable efforts to terminate any Suspension
Period as promptly as practicable.  



         12.       
TRANSFER OF REGISTRATION RIGHTS. An Investor may transfer or assign, in whole or
from time to time in part, to one or more persons its rights hereunder in
connection with the transfer of Registrable Securities by such Investor to such
person, provided that such Investor complies with all laws applicable thereto
and provides written notice of assignment to the Company promptly after such
assignment is effected and, provided, further that such person agrees to become
a party to, and bound by, all of the terms and conditions of, this Agreement by
duly executing and delivering to the Company an Instrument of Adherence in the
form attached as Exhibit B hereto.  



11







         13.       
ENTIRE AGREEMENT. This Agreement, the Warrant, the Placement Agent Warrants, the
Placement Agency Agreement, the Private Placement Offering Memorandum and the
Securities Purchase Agreement constitute and contain the entire agreement and
understanding of the parties with respect to the subject matter hereof, and
supersede any and all prior negotiations, correspondence, agreements or
understandings with respect to the subject matter hereof.  



         14.       
MISCELLANEOUS.  



		    (a)        This
Agreement may not be amended, modified or terminated, and no rights or
          provisions may be waived, except with the written consent of the Company.  







		    (b)        This
Agreement shall be governed by and construed and enforced in accordance           with
the laws of the State of New York and without regard to any conflicts of           laws
concepts which would apply the substantive law of some other jurisdiction,           and
shall be binding upon and inure to the benefit of the parties hereto and           their
respective heirs, personal representatives, successors or assigns, provided that,
to the extent applicable, the terms and conditions of           Section 12 hereof are
satisfied. This Agreement shall also be binding upon and           inure to the benefit
of any transferee of any of the Registrable Securities provided that the terms and
conditions of Section 12 hereof are           satisfied. Notwithstanding anything in this
Agreement to the contrary, if at any           time any Investor shall cease to own any
Registrable Securities, all of such           Investor’s rights under this Agreement
shall immediately terminate.  







		    (c)        Each
of the parties hereto irrevocably submits to the exclusive jurisdiction of           the
courts of the State of New York located in New York County and the United
          States District Court for the Southern District of New York for the purpose of
          any suit, action, proceeding or judgment relating to or arising out of this
          Agreement and the transactions contemplated hereby. Service of process in
          connection with any such suit, action or proceeding may be served on each party
          hereto anywhere in the world by the same methods as are specified for the
giving           of notices under this Agreement. Each of the parties hereto irrevocably
consents           to the jurisdiction of any such court in any such suit, action or
proceeding and           to the laying of venue in such court. Each party hereto
irrevocably waives any           objection to the laying of venue of any such suit,
action or proceeding brought           in such courts and irrevocably waives any claim
that any such suit, action or           proceeding brought in any such court has been
brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO
REQUEST A TRIAL BY JURY IN ANY           LITIGATION WITH RESPECT TO THIS AGREEMENT AND
REPRESENTS THAT COUNSEL HAS BEEN           CONSULTED SPECIFICALLY AS TO THIS WAIVER. 







		    (d)        Any
notices, reports or other correspondence (hereinafter collectively referred           to
as “correspondence”) required or permitted to be given hereunder
          shall be in writing and shall be sent by postage prepaid first class mail,
          courier or telecopy or delivered by hand to the party to whom such
          correspondence is required or permitted to be given hereunder, and shall be
          deemed sufficient upon receipt when delivered personally or by courier,
          overnight delivery service or confirmed facsimile, or three (3) business days
          after being deposited in the regular mail as certified or registered mail
          (airmail if sent internationally) with postage prepaid, if such notice is
          addressed to the party to be notified at such party’s address or facsimile
          number as set forth below:  







12







(i)           All correspondence to
the Company shall be addressed as follows:  



				
				
				
				
				
	 	415 Madison Avenue, 15th Floor 	 
	 	New York, New York 10017
	 	Attention:	Asi Shalgi
	 	 	Chief Executive Officer
	 	Facsimile:	(646) 673-8401 and 011 972 77 2285678
	 
	with a copy to:                         	 	 
	 
	 	Clark Wilson LLP
	 	Barristers & Solicitors
	 	Patent & Trade-Mark Agents
	 	800 - 885 W Georgia Street
	 	Vancouver, BC V6C 3H1 Canada
	 	Attention:	Ethan P. Minsky
	 	Facsimile:	(604) 687-6314





     (ii)
          All correspondence to any Investor shall be sent to such Investor at the address
          set forth in the Investor Counterpart Signature Page to the Securities Purchase
          Agreement. 



(iii)           Any entity may
change the address to which correspondence to it is to be           addressed by written
notification as provided for herein.  



		    (e)        The
parties acknowledge and agree that in the event of any breach of this
          Agreement, remedies at law may be inadequate, and each of the parties hereto
          shall be entitled to seek specific performance of the obligations of the other
          parties hereto and such appropriate injunctive relief as may be granted by a
          court of competent jurisdiction.  







		    (f)        Should
any part or provision of this Agreement be held unenforceable or in           conflict
with the applicable laws or regulations of any jurisdiction, the           invalid or
unenforceable part or provisions shall be replaced with a provision           which
accomplishes, to the extent possible, the original business purpose of           such
part or provision in a valid and enforceable manner, and the remainder of           this
Agreement shall remain binding upon the parties hereto.  







		    (g)        This
Agreement may be executed in a number of counterparts, any of which           together
shall for all purposes constitute one Agreement, binding on all the           parties
hereto notwithstanding that all such parties have not signed the same
          counterpart.  







[Signature Page to
Follow] 



13







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



			GLOBAL ENERGY INC.



By: /s/ Asi Shalgi
——————————————

Asi Shalgi
Chief Executive Officer







			NATIONAL SECURITIES CORPORATION



By: /s/ Brian Friedman
——————————————

Brian Friedman
Managing Director &
Head of Investment Banking











THE INITIAL INVESTOR’S
SIGNATURE TO THE SECURITES PURCHASE AGREEMENT DATED OF EVEN DATE HEREWITH SHALL CONSTITUTE
THE INITIAL INVESTOR’S SIGNATURE TO THIS REGISTRATION RIGHTS AGREEMENT. 



Signature Page to
Registration Rights Agreement 



14







EXHIBIT A  



INITIAL INVESTOR LIST  



A - 1







EXHIBIT B  



Instrument of Adherence  



        Reference
is hereby made to that certain Registration Rights Agreement, dated as of __, 2008, among
Global Energy Inc., a Nevada corporation (the “Company”), the Initial
Investors and the Investor Permitted Transferees, as amended and in effect from time to
time (the “Registration Rights Agreement”). Capitalized terms used herein
without definition shall have the respective meanings ascribed thereto in the Registration
Rights Agreement. 



        The
undersigned, in order to become the owner or holder of [___________] shares of common
stock, par value $0.001 per share (the “Common Stock”), of the Company,
or a Warrant or Warrants to purchase [_______] Underlying Shares, hereby agrees that, from
and after the date hereof, the undersigned has become a party to the Registration Rights
Agreement in the capacity of an Investor Permitted Transferee, and is entitled to all of
the benefits under, and is subject to all of the obligations, restrictions and limitations
set forth in, the Registration Rights Agreement that are applicable to Investor Permitted
Transferees. This Instrument of Adherence shall take effect and shall become a part of the
Registration Rights Agreement immediately upon execution. 



        Executed
as of the date set forth below under the laws of the State of New York. 



			Signature:
——————————————

Name:
Title:











Accepted:

[___________________]




	By:
——————————————

Name:
Title:










Date: _________, 20__ 




C - 1