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Registration Rights Agreement

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Title:

Registration Rights Agreement

Entities:

GeoGlobal Resources Inc.

Date:

2007

Size:

28KB total

Price:

$41

ID:

#2902092

► Corporate ► Rights ► Registration Rights Agreements
► Energy ► Oil & Gas Operations

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GEOGLOBAL RESOURCES INC.

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this Agreement) is made and entered into as of the 19 day of June, 2007 between GeoGlobal Resources Inc., a Delaware corporation (the Company), and Primary Capital Inc. and Jones, Gable & Company Limited (the Agents).

RECITALS

WHEREAS the Company proposes to issue to the Subscribers (as defined herein) units comprised of common shares of the Company (Common Shares) and common share purchase warrants entitling the Subscribers to subscribe for common shares of the Company (Warrant Shares) pursuant to subscription agreements as described in the Agency Agreement dated June 19, 2007 between the Company and the Agents (the Agency Agreement);

AND WHEREAS the Company proposes to issue to the Agents compensation options exercisable for units comprised of common shares of the Company (Compensation Shares) pursuant to the Agency Agreement;

AND WHEREAS, pursuant to the Agency Agreement, the Company has agreed to effect the registration of the Common Shares, Warrant Shares and Compensation Shares on the terms and subject to the conditions set forth therein and herein;

NOW THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the parties hereby agree as follows:

1. REGISTRATION RIGHTS.

1.1 Certain Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

(a)

Closing shall mean the closing of the initial sale of the Registrable Securities;

(b)

Commission shall mean the United States Securities and Exchange Commission or any other federal agency at the time administering the Securities Act;

(c)

Exchange Act shall mean the United States Securities Exchange Act of 1934, as amended;

(d)

Holder shall mean any holder of Registrable Securities and any holder of Registrable Securities to whom the registration rights conferred by this Agreement have been transferred in compliance with Section 1.8 hereof;

(e)

Registrable Securities shall mean (i) the Common Shares, (ii) the Warrant Shares, (iii) the Compensation Shares, and (iv) any common shares of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of the shares referenced in (i), (ii) and (iii) above, provided, however, that Registrable Securities shall not include (a) any common shares of the Company which have previously been registered or which have been sold to the public either pursuant to a registered public offering or Rule 144, or (b) any common shares of the Company held by a Holder that may immediately be sold under Rule 144 during any 90-day period and including Rule 144(k);

(f)

The terms register, registered and registration shall refer to a registration effected by preparing and filing the Registration Statement, and the declaration or ordering of the effectiveness of such registration statement;

(g)

Registration Expenses shall mean all expenses incurred in effecting any registration pursuant to this Agreement, including, without limitation, all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, fees and disbursements of counsel for the Holders (which shall not exceed US$10,000) and expenses of any regular or special audits incident to or required by any such registration, but shall not include Selling Expenses, and the compensation of regular employees of the Company, which shall be paid in any event by the Company;

(h)

Registration Statement shall mean the registration statement filed pursuant to the Securities Act relating to the resale of the Registrable Securities by the Holders, and all amendments and supplements to such Registration Statement, including pre- and post-effective amendments;

(i)

Rule 144 shall mean Rule 144 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission;

(j)

Securities Act shall mean the United States Securities Act of 1933, as amended;

(k)

Selling Expenses shall mean all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities; and

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