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 ”).

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:

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:

(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.

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 .

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.

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):