Unassociated Document


    
       

      
        SECURITIES
PURCHASE AGREEMENT

         

        THIS
SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made
as of the 19th day of February 2009 by and between Zulu Energy Corp., a Colorado
corporation (the “Company”), and Europe
Group Invest S.A., a Panamanian corporation (the “Purchaser”).

         

        Recitals

         

        A. The
Company and the Purchaser are executing and delivering this Agreement in
reliance upon the exemption from securities registration afforded by Section
4(2) of the Securities Act of 1933, as amended, (the “Securities Act”) and
Rule 506 of Regulation D as promulgated by the Securities and Exchange
Commission (“SEC”) under the
Securities Act.

         

        B. The
Purchaser wishes to purchase, and the Company wishes to sell, upon the terms and
conditions stated in this Agreement, 4,000,000 units in the aggregate with each
“Unit”
consisting of (i) one share (each a “Share”, and
collectively, the “Shares”) of common
stock, $0.001 par value per share (the “Common Stock”) and
(ii) one warrant (each a “Warrant”, and
collectively, the “Warrants”) to acquire
one share of Common Stock (the “Warrant
Shares”).

         

        The
parties hereto, in consideration of the premises and their mutual covenants and
agreements herein set forth and intending to be legally bound hereby, covenant
and agree as follows:

         

        ARTICLE
1

         

        ISSUE AND
SALE OF SHARES AND WARRANTS

         

        1.1 Authorization and Issuance
of the Shares and Warrants.  The Company has duly authorized
the offering of the Units to the Purchaser.

         

        1.2 Purchase
Price.  Subject to the terms and conditions and in reliance
upon the representations, warranties and agreements set forth herein, the
Company shall sell to the Purchaser in exchange for $2,000,000 invested in the
Company (the “Purchase
Price”), and the Purchaser shall purchase from the Company in separate
installments (as further described below) an aggregate of 4,000,000 Units at a
purchase price of $0.50 per Unit with the Units consisting of, in the aggregate,
(i) 4,000,000 Shares and (ii) Warrants to purchase 4,000,000 shares of Common
Stock.  All dollar amounts set forth in this Agreement represent
United States Dollars.

         

        1.3 Installment
Payments.  The Purchaser shall pay the Purchase Price in
twenty-one installments (each an “Installment Payment”
and, collectively, the “Installment
Payments”) and the Company shall sell the Units in compliance with the
Installment Payment Dates and Installment Payment Amounts reflected on the
“Installment
Payment” schedule attached hereto as Schedule 1.3;
provided, however, that
the Company and the Purchaser may modify the amount of any Installment Payment
at the request of the Company as described in Section 1.3(a)
below.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        (a) Modification of Installment
Payments.  The Company may request (a “Modification
Request”) that the Purchaser increase the amount of any Installment
Payment (other than the initial Installment Payment) reflected on Schedule 1.3 by
delivering a Modification Request to the Purchaser for such increase no later
than thirty calendar days prior to the applicable Installment Payment Date
(reflected on Schedule 1.3) or
as soon as practicable in regard to the March 2009 Installment
Payment.  If a Modification Request requests an increase of any
particular Installment Payment (above that reflected on Schedule 1.3) in
excess of $30,000 per month, such Modification Request shall include a detailed
use of proceeds to explain the reasons for the submission the Modification
Request to the Purchaser.  Following the receipt of such Modification
Request, the Purchaser shall respond to the Company within two business days of
such receipt whether the Purchaser agrees to the terms of the Modification
Request and to pay the modified Installment Payment Amount.  Unless
the Company specifies otherwise, contemporaneous with the payment of an
increased Installment Payment, the final Installment Payment(s) (as reflected on
Schedule 1.3)
will be automatically decreased in the corresponding amount to such increased
payment.  If the Purchaser agrees to make a modified Installment
Payment pursuant to a Modification Request, Schedule 1.3 shall be automatically
amended to reflect the modifications to the applicable Installment
Payment(s).

         

        (b) Delivery of Installment
Payments by Purchaser.  The Purchaser shall deliver to the
Company by wire transfer of immediately available funds in United States Dollars
to the bank account in the United States reflected below each Installment
Payment (as modified, if applicable, according to Section 1.3(a) above)
on the applicable date reflected on Schedule
1.3.  Following the initial Installment Payment, each
subsequent Installment Payment shall be delivered to the Company on either the
second or fourth Friday of each Installment Payment’s respective month as
reflected on Schedule 1.3.

         

        (i) The
Installment Payments shall be delivered to the Company utilizing the following
bank account information:

         

        
          
            
              	
                      Bank
      (with address):

                    	
                      Colorado
      Business Bank

                    
	 
      	
                      821
      17th Street, Denver, CO 80202

                    
	
                      ABA
      Number:

                    	
                      102
      003 206

                    
	
                      Account
      Number:

                    	
                      3251659

                    
	
                      Credit
      To:

                    	
                      Zulu
      Energy Corp.

                    


            

          

        

         

        (c) Delivery of the Securities
by the Company.  The Company shall deliver, following receipt
of the applicable Installment Payment or Installment Payments as identified on
Schedule 1.3,
within ten business days of the last day of an applicable month (i) a
certificate reflecting the number of Shares and (ii) a Warrant to purchase the
applicable number of shares of Common Stock to the Purchaser comprising the
Units reflected on Schedule 1.3 based on
the amount of the Installment Payment or Installment Payments paid by the
Purchaser in a given month.  By way of example and for the avoidance
of doubt, following the receipt by the Company of the Installment Payments of
$85,000 on March 13, 2009 and $85,000 on March 27, 2009, the Company shall issue
by April 14, 2009 (i.e. within ten business days of March 31, 2009) 340,000
Units to the Purchaser consisting of 340,000 Shares and one Warrant to purchase
340,000 shares of Common Stock.

         

        
          
            
            

          

          
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        1.4 Warrants.  Each
Warrant issued as part of a Unit shall have an exercise price of $0.50 per share
of Common Stock, a two-year exercise period from the date of issuance and be
immediately exercisable following the amendment of the Company’s Articles of
Incorporation, as amended, increasing the Company’s authorized shares of Common
Stock to an amount determined in good faith by the Company in the form attached
hereto as Exhibit
A.

         

        ARTICLE
2

         

        REPRESENTATIONS
AND WARRANTIES OF THE COMPANY

         

        As a
material inducement to the Purchaser to enter into this Agreement and purchase
the Units, the Company hereby represents and warrants to Purchaser as
follows:

         

        2.1 Legality.  The
Company has the requisite corporate power and authority to enter into this
Agreement and to issue, sell and deliver the Shares, the Warrants and the
Warrant Shares (collectively, the “Securities”).  This
Agreement and the issuance, sale and delivery of the Securities hereunder and
the transactions contemplated hereby have been duly and validly authorized by
all necessary corporate action by the Company.  This Agreement when
duly executed and delivered by the Company will constitute a valid and binding
agreement of the Company, enforceable in accordance with its terms, except as
enforceability may be limited by general equitable principles, bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium, or other laws
affecting creditors’ rights generally.

         

        2.2 Proper
Organization.  The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Colorado
and is duly qualified as a foreign corporation in all jurisdictions where the
failure to be so qualified would have a materially adverse effect on its
business, taken as whole.

         

        2.3 No Legal
Proceedings.  There is no action, suit or proceeding before or
by any court or any governmental agency or body, domestic or foreign,
threatened, against or affecting the Company, or any of its properties or
assets, which might result in any material adverse change in the condition
(financial or otherwise) or in the earnings, business affairs or business
prospects of the Company, or which might materially and adversely affect the
properties or assets thereof.

         

        2.4 Company
Indebtedness.  The indebtedness and financial obligations of
the Company as of the date of this Agreement consist of (i) trade payables of
approximately $800,000 and (ii) $1,500,000 owed to Swansi Holdings Corp.
(“Swansi”) pursuant to the Stock Purchase Agreement, dated December 19, 2007,
between the Company and Swansi.

         

        2.5 No Advertisement or General
Solicitation.  The sale of the Units has not been advertised
through any article, notice or other communication published in any newspaper,
magazine, or similar media or broadcast over television or radio; or through any
seminar or meeting whose attendees have been invited by any general solicitation
or general advertising.

         

        2.6 SEC
Reports.  The Company has filed reports during fiscal year 2008
with the SEC including without limitation the following: (i) an Annual Report on
Form 10-KSB, as amended, for the fiscal year ended December 31, 2007, (ii)
Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2008,
June 30, 2008 and September 30, 2008 respectively, (iii) Current Reports on Form
8-K filed, and (iv) a Preliminary Proxy Statement filed by the Company with the
SEC on November 17, 2008 (collectively, the “SEC
Reports”).  All of the SEC Reports are available for review by
the Purchaser at the SEC’s website: www.sec.gov.

         

        
          
            
            

          

          
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        ARTICLE
3

         

        REPRESENTATIONS
AND WARRANTIES OF THE PURCHASER

         

        As a
material inducement to the Company to enter into this Agreement and sell the
Units, the Purchaser represents and warrants to the Company as
follows:

         

        3.1 Purchase Entirely for Its
Own Account.  This Agreement is made with the Purchaser in
reliance upon its representation to the Company that the Shares and the Warrants
will be acquired for investment for each Purchaser’s own account, not as a
nominee or agent, and not with any agreement for the resale or distribution of
any part thereof.  Subject to the immediate preceding sentence,
nothing contained herein shall be deemed a representation or warranty by each
Purchaser to hold any of the Securities for any period of time.

         

        3.2 Disclosure of
Information.  The Purchaser has had the opportunity to ask
questions of, and receive answers from officers and directors of the Company,
and to obtain additional information regarding the Company and this
offering.  Neither such inquiries nor any other investigation
conducted by or on behalf of the Purchaser or their representatives or counsel
shall modify, amend or affect the Purchaser’s right to rely on the truth,
accuracy and completeness of the information provided by the Company and the
Company’s representations and warranties contained in this
Agreement.

         

        3.3 Accredited
Investor.  The Purchaser is an “accredited investor” as that
term is defined under Rule 501 of Regulation D promulgated under the Securities
Act by virtue of being (the Purchaser shall indicate with an “X” all applicable
responses):

        
           

          
            	
                  	
                    ___ 

                  	
                    A
      small business investment company licensed by the U.S. Small Business
      Administration under theSmall Business Investment
      Company Act of 1958,

                  


          

          


          
            	
                  	
                    ___

                  	
                    A
      business development company as defined in theInvestment Company Act of
      1940,

                  


          

          


          
            	
                  	
                    ___

                  	
                    A
      national or state-chartered commercial bank, whether acting in
      anindividual
      or fiduciary capacity,

                  


          

          


          
            	
                  	
                    ___

                  	
                    An
      insurance company as defined in Section 2(13) of the Securities
      Act,

                  


          

          


          
            	
                  	
                    ___

                  	
                    An
      investment company registered under theInvestment Company Act of
      1940,

                  


          

          


          
            	
                  	
                    ___

                  	
                    An
      employee benefit plan within the meaning of Title I ofthe Employee Retirement Income
      Security Act of 1974, where the investment decision is made by a
      plan fiduciary, as defined in Section 3(21) of such Act, which is either a
      bank, insurance company, or registered investment advisor, or an employee
      benefit plan which has total assets in excess of
    $5,000,000,

                  


          

          


          
            	
                  	
                    ___

                  	
                    A
      private business development company as defined in Section 202(a)(22) of
      theInvestment
      Advisors Act of 1940,

                  


          

           

        

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                      

                                    

                                    
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                                                                    ___

                                                                  	
                                                                    An
      organization described in Section 501(c)(3) of theInternal Revenue Code,
      a corporation or a partnership with total assets in excess of
      $5,000,000,

                                                                  


                                                          

                                                          


                                                          
                                                            	
                                                                  	
                                                                    ___

                                                                  	
                                                                    A
      natural person (as opposed to a corporation, partnership, trust or other
      legal entity) whose net worth, or joint net worth together with his/her
      spouse, exceeds $1,000,000,

                                                                  


                                                          

                                                          


                                                          
                                                            	
                                                                  	
                                                                    ___

                                                                  	
                                                                    Any
      trust, with total assets in excess of $5,000,000, not formed for the
      specific purpose of acquiring the securities offered, whose purchase is
      directed by a sophisticated person as described in Section 506(b)(2)(ii)
      of Regulation D,

                                                                  


                                                          

                                                          


                                                          
                                                            	
                                                                  	
                                                                    ___

                                                                  	
                                                                    A
      natural person (as opposed to a corporation, partnership, trust or other
      legal entity) whose individual income was in excess of $200,000 in each of
      the two most recent years (or whose joint income with such person's spouse
      was at least $300,000 during such years) and who reasonably expects an
      income in excess of such amount in the current year,
  or

                                                                  


                                                          

                                                          


                                                          
                                                            	
                                                                  	
                                                                    x

                                                                  	
                                                                    A
      corporation, partnership, trust or other legal entity (as opposed to a
      natural person) and all of such
      entity's equity owners fall into one or more of the categories enumerated
      above;

                                                                  


                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                                 

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        3.4 Experience.  The
Purchaser is sufficiently experienced in financial and business matters to be
capable of evaluating the merits and risks of its investments, and to make an
informed decision relating thereto, and to protect its own interests in
connection with the purchase of the Securities.

         

        3.5 Exemption.  The
Purchaser understands that the offer and sale of the Securities are not being
registered under the Securities Act based on the exemption from registration
provided by Rule 506 of Regulation D promulgated under Section 4(2) of the
Securities Act and that the Company is relying on such exemption.

         

        3.6 Importance of
Representations.  The Purchaser understands that the Securities
are being offered and sold to it in reliance on an exemption from the
registration requirements of the Securities Act, and that the Company is relying
upon the truth and accuracy of the representations, warranties, agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to
determine the applicability of such safe harbor and the suitability of the
Purchaser to acquire the Securities.

         

        3.7 No
Registration.  None of the Securities have been registered
under the Securities Act and may not be transferred, sold, assigned,
hypothecated or otherwise disposed of unless such transaction is the subject of
a registration statement filed with and declared effective by the SEC or unless
an exemption from the registration requirements under the Securities Act, such
as Rule 144, is available.  The Purchaser represents and warrants and
hereby agrees that all offers and sales of the Securities shall be made only
pursuant to such registration or to such exemption from
registration.

         

        3.8 Legends.  Unless
the Shares, the Warrants or the Warrant Shares (as the case may be) have been
registered under the Securities Act, the Company shall instruct its transfer
agent to enter stop transfer orders with respect to such Shares, Warrants and
Warrant Shares, and all certificates or instruments representing such Shares,
Warrants and Warrant Shares shall bear on the face thereof substantially the
following legend:

         

        
          
            
            

          

          
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        THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS.  THESE SECURITIES HAVE BEEN ISSUED PURSUANT TO THE SECTION 4(2)
EXEMPTION TO THE REGISTRATION PROVISIONS UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
(B) AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE
144 OR RULE 144A UNDER SAID ACT.

         

        3.9 Risk.  The
Purchaser acknowledges that the purchase of the Units involves a high degree of
risk, is aware of the risks and further acknowledges that it can bear the
economic risk of the Units, including the total loss of its
investment.

         

        3.10 Current
Information.  The Purchaser has been furnished with or has
acquired copies of all requested information concerning the
Company.

         

        3.11 Independent
Investigation.  The Purchaser in making the decision to
purchase the Units has relied upon independent investigations made by it and its
purchaser representatives, if any, and the Purchaser and such representatives,
if any, have prior to any sale to it, been given access and the opportunity to
examine all material contracts and documents relating to this offering and an
opportunity to ask questions of, and to receive answers from, the Company or any
person acting on its behalf concerning the terms and conditions of this
offering.  The Purchaser represents that it has reviewed and is
familiar with the disclosure contained in the Company’s SEC
Reports.  The Purchaser is familiar with the SEC Reports and has had
the opportunity to discuss the SEC Reports with the Company’s officers and
directors.  The Purchaser and its advisors, if any, have been
furnished with access to all materials relating to the business, finances and
operation of the Company and materials relating to the offer and sale of the
Units which have been requested.  The Purchaser and their advisors, if
any, have received complete and satisfactory answers to any such
inquiries.

         

        3.12 Company’s Financial
Condition.  The Purchaser understands that:  (a) the
Company’s financial condition has deteriorated since the filing of the Quarterly
Report on Form 10-Q with the SEC on November 19, 2008; (b) the Company has
minimal cash on-hand; (c) the Company’s liabilities substantially exceed the
Company’s cash assets; (d) the Company urgently needs funds to continue in
existence; (e) the Company will need substantive additional financing to pursue
its business plan; and (f) there is no assurance that the Purchaser will receive
any return on its investment.

         

        3.13 Counsel.  The
Purchaser has had adequate opportunity and reasonable time to review this
Agreement and has had the opportunity to be represented and advised by
independent legal counsel and other advisors of its own choosing.

         

        
          
            
            

          

          
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        ARTICLE
4

         

        COVENANTS

         

        4.1 Covenants.  The
Company covenants that, from the date of this Agreement through the date of the
final Installment Payment, the Company shall:

         

        (a) Use of
Proceeds.  Use the funds received from the Purchaser pursuant
to this Agreement for operating capital and general administrative and corporate
matters, including repayment of trade indebtedness.  It is anticipated
that the funds will not be sufficient to be used for exploration or development
of the Company’s properties in the Republic of Botswana.

         

        (b) Executive Officer
Salaries.  Effective February 1, 2009, the payment of 50% (or
$10,000) of the monthly salaries and automobile allowances payable to Mohamed
Gova, the Company’s CEO, CFO and Vice Chairman of the Board of Directors, and
that of Keith Reeves, the Company’s Vice President, Exploration, shall be
deferred, subject to Section 4.1(d)
below, until following the date of the final Installment Payment.  The
amount of the deferred salary and automobile allowance for Messrs. Gova and
Reeves and those respective amounts not paid to either Mr. Gova or Mr. Reeves
for the months of December 2008 and January 2009, as the case may be, shall be
accrued by the Company and shall be paid by the Company to the respective
officer, as applicable, on a future date to be determined by the Company
following the date of the final Installment Payment.

         

        (c) Chairman Expense and
Compensation Policy.  Establish a maximum budget of $10,000 per
month and not pay in excess of this amount following the date of this Agreement
through the date of the final Installment Payment for the following identified
expenses, allowance and advances incurred by or to be paid to Brian Hughes under
the Chairman’s Expense and Compensation Policy: (i) the expenses incurred by
Brian Hughes, the Chairman of the Company’s Board of Directors, on the Company’s
behalf (including travel, entertainment or any other expenses) following the
date of this Agreement, (ii) the automobile allowance, and (iii) any advances
for the payment of the expenses.  Expenses incurred prior to the date
of this Agreement shall be accrued by the Company and Mr. Hughes may be
reimbursed by the Company for such expenses on a future date to be determined by
the Company.  Notwithstanding the foregoing, the Company may pay in
the aggregate $150,000 previously owed to Mr. Hughes with such payments
consisting of $70,000 from the proceeds of the February 28, 2009 Installment
Payment and $10,000 per month thereafter until such amount previously owed to
Mr. Hughes is paid in full.

         

        (d) Subsequent
Financing.  Be no longer required to comply with Sections 4.1(b)
and (c) above
in the event the Company consummates either an equity or debt financing with
proceeds to the Company of at least $2 million or enters into a joint venture or
similar agreement with a joint venture partner that has sufficient resources to
develop some or all of the Company’s properties in the Republic of Botswana
prior to the final Installment Payment Date (as reflected on Schedule 1.3).

         

        (e) Current Reports and Rule
144.  Use commercially reasonable efforts to comply with Rule
144(c)(1) pertaining to the filing of all required reports pursuant to Section
13 or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended,
such that the Purchaser is not prevented from relying upon the six month holding
period as contemplated by Rule 144(d)(1) as a result of delinquent
filings.

         

        
          
            
            

          

          
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        (f) Stockholder
Meeting.  Use commercially reasonable efforts to (i) resolve
the comments provided to the Company by the SEC in regard to the Preliminary
Proxy Statement filed by the Company with the SEC on November 17, 2008 and any
subsequent comments provided to the Company by the SEC, (ii) hold the applicable
special meeting of the stockholders as soon as practicable thereafter, and (iii)
increase the Company’s authorized shares of Common Stock following approval of
the amendment to the Company’s Articles of Incorporation, as amended, by the
Company’s stockholders such that sufficient shares of Common Stock are available
for issuance to the Purchaser to comply with the terms of this
Agreement.

         

        ARTICLE
5


         

        MATERIAL
NON-PUBLIC AND CONFIDENTIAL INFORMATION

         

        5.1 Material Non-Public
Information.  The Purchaser understands and acknowledges that
its employees, representatives or agents, as the case may be, may receive
material non-public information relating to the Company and its
operations.  The Purchaser further understands and acknowledges that
the U.S. federal securities laws and other laws prohibit any person who has
material non-public information regarding a company from purchasing or selling
securities of that company or from communicating such information to any other
person under circumstances in which it is reasonably foreseeable that such
person is likely to purchase or sell such securities and the Purchaser agrees to
comply with these restrictions.

         

        5.2 Confidential
Information.

         

        (a) The Purchaser acknowledges that
its employees, representatives or
agents, as the case may be, may be provided with confidential information relating to
the Company and its operations.  The Purchaser agrees to use such
confidential information only for its internal purposes, and undertakes not to
disclose, or permit to be disclosed any part of such confidential
information to any other person without the written consent of the
Company.

         

        (b) The confidentiality provisions in Section 5.1(a) above do not apply to such applicable
confidential information to the extent the Purchaser can demonstrate by clear and convincing
evidence that:

         

        (i) At
the time of disclosure by the Company to the Purchaser, the applicable
confidential information was in the public domain through no breach of this
Agreement;

         

        (ii)
After the time of disclosure to the Purchaser by the Company the applicable
confidential information was generally available to third parties by publication
or otherwise;

         

        
          
            
            

          

          
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        (iii) By
written records, the applicable Purchaser(s) was lawfully in possession of the
applicable confidential information prior to such disclosure; or

         

        (iv) The applicable confidential
information was required by a lawful authority to be disclosed to such
authority.

         

        ARTICLE
6

         

        MISCELLANEOUS

         

        6.1 Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns,
except that neither Purchaser may assign or transfer its rights hereunder or any
interest herein or delegate its duties hereunder.

         

        6.2 Modifications and
Amendments.  The provisions of this Agreement may be modified,
waived or amended, but only by a written instrument signed by the Company and
each Purchaser.

         

        6.3 No Implied Waivers;
Cumulative Remedies; Writing Required.  No delay or failure in
exercising any right, power or remedy hereunder shall affect or operate as a
waiver thereof; nor shall any single or partial exercise thereof or any
abandonment or discontinuance of steps to enforce such a right, power or remedy
preclude any further exercise thereof or of any other right, power or
remedy.  The rights and remedies hereunder are cumulative and not
exclusive of any rights or remedies that the Purchaser or any holder of any of
the Securities would otherwise have.  Any waiver, permit, consent or
approval of any kind or character of any breach or default under this Agreement
or any such waiver of any provision or condition of this Agreement must be in
writing, and shall be effective only to the extent in such writing specifically
set forth.

         

        6.4 Notices.  All
notices and other communications given to or made upon any party hereto in
connection with this Agreement shall, except as otherwise expressly herein
provided, be in writing (including telecopy, but in such case, a confirming copy
will be sent by another permitted means) and mailed via certified mail,
telecopied or delivered by guaranteed overnight parcel express service or
courier to the respective parties, to the addresses set forth below their names
on the Signature Page, or in accordance with any subsequent written direction
from the recipient party to the sending party.  All such notices and
other communications shall, except as otherwise expressly herein provided, be
effective upon delivery if delivered by courier or overnight parcel express
service; in the case of certified mail, three (3) business days after the date
sent; or in the case of telecopy, when received.

         

        6.5 Survival.  All
representations, warranties, covenants and agreements of the Company and the
Purchaser contained herein or made in writing in connection herewith shall
survive the execution and delivery of this Agreement and the purchase and
delivery of the Units.

         

        6.6 Governing Law; Consent to
Jurisdiction.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Colorado, without regard
to conflict of laws principles.  Each of the parties hereto
irrevocably submits to the exclusive jurisdiction of the courts of the State of
Colorado, County of Denver, and the United States District Court for the
District of Colorado for the purpose of any suit, action, proceeding or judgment
relating 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 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 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.

         

        
          
            
            

          

          
            - 9
-

            
              

            

          

          
            
            

          

        

         

        6.7 Remedies.  In
addition to being entitled to exercise all rights provided herein or granted by
law, including recovery of damages, the Company will be entitled to specific
performance under the Agreement.  The parties agree that monetary
damages may not be adequate compensation for any loss incurred by reason of any
breach of obligations described in the foregoing sentence and hereby agrees to
waive in any action for specific performance of any such obligation the defense
that a remedy at law would be adequate.

         

        6.8 Severability.  Whenever
possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this
Agreement is held to be prohibited by or invalid under applicable law in any
jurisdiction, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating any other provision of this
Agreement.

         

        6.9 Headings.  Article,
section and subsection headings in this Agreement are included for convenience
of reference only and shall not constitute a part of this Agreement for any
other purpose.

         

        6.10 Counterparts.  This
Agreement may be executed in any number of counterparts and by any party hereto
on separate counterparts, each of which, when so executed and delivered, shall
be an original, but all such counterparts shall together constitute one and the
same instrument provided that a facsimile signature (including signatures
delivered via email) shall be considered due execution and shall be binding upon
the signatory thereto with the same force and effect as if the signature were an
original, not a facsimile signature.

         

        6.11 Integration.  This
Agreement sets forth the entire understanding of the parties hereto with respect
to all matters contemplated hereby and supersede all previous agreements and
understandings among them concerning such matters.  No statements or
agreements, oral or written, made prior to or at the signing hereof, shall vary,
waive or modify the written terms hereof.

         

        [remainder
of page intentionally left blank; signature page follows]

         

      

      
        
          
          

        

        
          - 10
-

          
            

          

        

        
          
          

        

      

       

      SIGNATURE
PAGE TO

      SECURITIES
PURCHASE AGREEMENT

       

      IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.

       

       

      
      

       

      
        
          
            	COMPANY:	 	PURCHASER:
	 	 	 	 
	 Zulu Energy
      Corp., a Colorado corporation	 	Europe Group Invest
      S.A., a Panamanian corporation
	 	 	 	 	 
	 	 	 	 	 
	By: 	 /s/ Brian
      Hughes	 	By: 	 /s/  Alejandro Bellapart
	Name:  Brian
      Hughes	 	 	(Signature of
      Authorized Person)
	Title:  Chairman
      of the Board of Directors	 	 	 
	 	 	Alejandro Bellapart,
      Director
	 	 	(Printed Name and
      Title)
	 	 	 	 
	 	 	 	 
	 	 	Purchase
      Price:  $2,000,000
	 	 	 
	Address for Notices
      to the Company:	 	Address for Notices
      to Purchaser:
	 	 	 
	Zulu Energy
      Corp.	 	General Guisan Quai
      36
	999 18th
      Street, 30th
      Floor	 	CH 8002
    Zurich
	Denver,
      Colorado  80202	 	Switzerland
	Telephone:  (720)
      961-3255	 	
                  
	Facsimile:	 	Telephone:+41442061600
	Attention:  Mohamed
      H. Gova, Chief Executive Officer	 	
                    Facsimile:
      +41442802648

                  


          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Exhibit
A

       

      Form
of Warrant

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Schedule
1.3

       

      Installment
Payments

       

      
        
          	 
      	
                  Installment Payment Date*

                	
                  Installment Payment Amount

                	
                  Purchased Units

                
	
                  1.

                	
                  February
      28, 2009

                	
                  $300,000

                	
                  600,000

                
	
                  2.

                	
                  March
      13, 2009

                	
                  $85,000

                	
                  170,000

                
	
                  3.

                	
                  March
      27, 2009

                	
                  $85,000

                	
                  170,000

                
	
                  4.

                	
                  April
      10, 2009

                	
                  $85,000

                	
                  170,000

                
	
                  5.

                	
                  April
      24, 2009

                	
                  $85,000

                	
                  170,000

                
	
                  6.

                	
                  May
      8, 2009

                	
                  $85,000

                	
                  170,000

                
	
                  7.

                	
                  May
      22, 2009

                	
                  $85,000

                	
                  170,000

                
	
                  8.

                	
                  June
      12, 2009

                	
                  $85,000

                	
                  170,000

                
	
                  9.

                	
                  June
      26, 2009

                	
                  $85,000

                	
                  170,000

                
	
                  10.

                	
                  July
      10, 2009

                	
                  $85,000

                	
                  170,000

                
	
                  11.

                	
                  July
      24, 2009

                	
                  $85,000

                	
                  170,000

                
	
                  12.

                	
                  August
      7, 2009

                	
                  $85,000

                	
                  170,000

                
	
                  13.

                	
                  August
      21, 2009

                	
                  $85,000

                	
                  170,000

                
	
                  14.

                	
                  September
      11, 2009

                	
                  $85,000

                	
                  170,000

                
	
                  15.

                	
                  September
      25, 2009

                	
                  $85,000

                	
                  170,000

                
	
                  16.

                	
                  October
      9, 2009

                	
                  $85,000

                	
                  170,000

                
	
                  17.

                	
                  October
      23, 2009

                	
                  $85,000

                	
                  170,000

                
	
                  18.

                	
                  November
      13, 2009

                	
                  $85,000

                	
                  170,000

                
	
                  19.

                	
                  November
      27, 2009

                	
                  $85,000

                	
                  170,000

                
	
                  20.

                	
                  December
      11, 2009

                	
                  $85,000

                	
                  170,000

                
	
                  21.

                	
                  December
      28, 2009

                	
                  $85,000

                	
                  170,000

                
	 
      	 
      	
                  $2,000,000

                	
                  4,000,000**

                


        

      

       

      
        
          
            	
                    *

                  	
                    Following
      the initial Installment Payment, each subsequent Installment Payment shall
      be paid to the Company on either the second Friday or fourth Friday of
      each respective month on the dated indicated
  above.

                  


          

        

      

       

      
        
          	
                  **

                	
                  Comprised
      in the aggregate of (i) 4,000,000 shares of Common Stock and (ii) Warrants
      to purchase 4,000,000 shares of Common Stock.  The shares of
      Common Stock and Warrants will be issued within ten days of the last day
      of the applicable month during which Installment Payments were made to the
      Company.