Sonoran Energy Inc Sample Contracts

Sonoran Energy Inc – BACK-UP ASSET PURCHASE AGREEMENT (November 25th, 2009)

This Back-Up Asset Purchase Agreement (the “Agreement”) is entered into as of August 14, 2009, by and between Sonoran Energy, Inc. (“Seller”) and Barrow Shaver Resources Company (“Back-Up Buyer”).

Sonoran Energy Inc – ASSET PURCHASE AGREEMENT (November 25th, 2009)

This Asset Purchase Agreement (the “Agreement”) is entered into as of August 14, 2009, by and between Sonoran Energy, Inc. (“Seller”) and Texas Producers Energy LLC (“Buyer”). Reference is made to the Bidding Procedures entered July 23, 2009 (the “Bidding Procedures”). Any capitalized term not defined herein shall have the meaning assigned to it in the Bidding Procedures.

Sonoran Energy Inc – 10% CONVERTIBLE NOTE DUE June 30, 2011 (June 19th, 2008)

THIS NOTE is one of a duly authorized issuance of Notes of Sonoran Energy, Inc. (a Washington corporation and the “Company” in this document), designated as its 10% Convertible Note Due ________, 2011, in an aggregate principal amount not exceeding $3,000,000.

Sonoran Energy Inc – FORM OF SERIES A CONVERTIBLE PREFERRED STOCK DESIGNATION (March 14th, 2008)

The preferences, limitations, voting powers and relative rights of the Series A Convertible Preferred Stock are as follows:

Sonoran Energy Inc – Contract (March 14th, 2008)

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Sonoran Energy Inc – CREDIT AGREEMENT among SONORAN ENERGY, INC. as Borrower, THE VARIOUS SUBSIDIARIES PARTY HERETO FROM TIME TO TIME as Guarantors, THE LENDERS PARTY HERETO FROM TIME TO TIME as Lenders, and STANDARD BANK PLC as Arranger and Administrative Agent Dated as of November 29, 2007 (December 4th, 2007)
Sonoran Energy Inc – Contract (December 4th, 2007)

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Sonoran Energy Inc – ASSIGNMENT AND CONVEYANCE OF OVERRIDING ROYALTY INTEREST (December 4th, 2007)

SONORAN ENERGY, INC., a Washington corporation ("Assignor"), whose address is 14180 Dallas Parkway, Suite 400, Dallas, Texas 75224, for and in consideration of the sum of ONE HUNDRED DOLLARS ($100.00), cash in hand paid (the receipt of which is hereby acknowledged) to Assignor by STANDARD BANK PLC, a company organized under the laws of England and Wales ("Assignee"), whose address is 5th Floor, Cannon Bridge House, 25 Dowgate Hill, London EC4R 2SB, United Kingdom, pursuant to that certain Credit Agreement among Sonoran Energy, Inc., the various subsidiaries party thereto, the Lenders party thereto, and Assignee, dated November 29, 2007 ("Credit Agreement"), does hereby GRANT, BARGAIN, SELL, TRANSFER, ASSIGN, and CONVEY unto Assignee effective as of the earlier of (i) November 29, 2010, and (ii) the amendment or termination of the Credit Agreement (the "Effective Date"), an overriding royalty interest of 2% of all the oil, gas, other hydrocarbons, and minerals produced, saved, and sold,

Sonoran Energy Inc – MORTGAGE, ASSIGNMENT, SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING FROM SONORAN ENERGY, INC. as Mortgagor (Taxpayer I.D. No. 13-4093341), TO NGPC ASSET HOLDINGS, LP, not in its individual capacity but solely as Administrative Agent for the Lender Parties, (TAXPAYER I.D. NO. 32-0146116) DATED AS OF NOVEMBER 28, 2006 (December 7th, 2006)

BE IT KNOWN, that on this 28th day of November, 2006, before me, the undersigned Notary Public duly commissioned and qualified in and for the State and County first written above, and in the presence of the undersigned witnesses personally came and appeared:

Sonoran Energy Inc – SECURED PROMISSORY NOTE (December 7th, 2006)

FOR VALUE RECEIVED, the undersigned, Sonoran Energy, Inc., a Washington corporation (the “Borrower”), promises to pay to the order of NGP CAPITAL RESOURCES COMPANY (the “Lender”) on February [__], 2008, the principal sum of TWELVE MILLION DOLLARS ($12,000,000) or, if less, the aggregate unpaid principal amount of all Loans shown on the schedule attached hereto (and any continuation thereof) made by the Lender pursuant to that certain Credit Agreement, dated as of November[__], 2006 (together with all amendments and other modifications, if any, from time to time thereafter made thereto, the “Credit Agreement”), among the Borrower, certain institutional lenders and the Lender and NGPC Asset Holdings, LP, as administrative agent (the “Administrative Agent”).

Sonoran Energy Inc – COMMON STOCK SUBSCRIPTION AGREEMENT (December 7th, 2006)

THIS COMMON STOCK SUBSCRIPTION AGREEMENT (the "Agreement") is made as of December 4, 2006, by and among SONORAN ENERGY, INC., a Washington corporation (the "Company"), and Cubus APS ("Purchaser").

Sonoran Energy Inc – ASSIGNMENT AND CONVEYANCE OF OVERRIDING ROYALTY INTEREST (December 7th, 2006)

This ASSIGNMENT AND CONVEYANCE OF OVERRIDING ROYALTY INTEREST (this “ORRI Assignment”) is made as of November 28, 2006, to be effective as of the Effective Date (as hereinafter defined), by and between SONORAN ENERGY, INC., a Washington corporation] (herein called “Assignor”) and NGP CAPITAL RESOURCES COMPANY, a Maryland corporation (“NGP”). The address of NGP (the “Assignee”) is set forth in Section 5(a) hereof.

Sonoran Energy Inc – REGISTRATION RIGHTS AGREEMENT (December 7th, 2006)

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 4, 2006, is by and between SONORAN ENERGY, INC., a corporation duly formed and validly existing under the laws of the State of Washington (the “Company”), and Cubus APS (the “Investor”), for itself and on behalf of each Holder (as defined below).

Sonoran Energy Inc – CREDIT AGREEMENT, (December 7th, 2006)

THIS CREDIT AGREEMENT, dated as of November 28, 2006, among SONORAN ENERGY, INC., a Washington corporation (the “Borrower”), the various institutional lenders as are or may hereafter become Parties hereto (collectively, the “Lenders”) and NGPC ASSET HOLDINGS, LP, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”),

Sonoran Energy Inc – THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. (December 7th, 2006)

THESE WARRANTS ARE BEING ISSUED IN CONNECTION WITH A CREDIT AGREEMENT DATED NOVEMBER 28, 2006 BY AND AMONG SONORAN ENERGY, INC., NGPC ASSET HOLDINGS, LP, AS ADMINISTRATIVE AGENT, AND THE LENDERS REFERRED TO THEREIN.

Sonoran Energy Inc – INVESTOR RIGHTS AGREEMENT (December 7th, 2006)

This INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of November 28, 2006, is by and between SONORAN ENERGY, INC., a corporation duly formed and validly existing under the laws of the State of Washington (the “Company”), and NGP Capital Resources Company, a Maryland corporation (the “Investor”), for itself and on behalf of each Holder (as defined below).

Sonoran Energy Inc – THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. (December 7th, 2006)

THESE WARRANTS ARE BEING ISSUED IN CONNECTION WITH A CREDIT AGREEMENT DATED NOVEMBER 28, 2006 BY AND AMONG SONORAN ENERGY, INC., NGPC ASSET HOLDINGS, LP, AS ADMINISTRATIVE AGENT, AND THE LENDERS REFERRED TO THEREIN.

Sonoran Energy Inc – MORTGAGE, DEED OF TRUST, ASSIGNMENT, SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING FROM SONORAN ENERGY, INC., a Washington corporation TO John H. Homier, Trustee, and Daniel S. Schockling, Trustee, for the benefit of NGPC ASSET HOLDINGS, LP, as Administrative Agent for the Lender Parties Dated as of November 28, 2006 (December 7th, 2006)

THIS MORTGAGE, DEED OF TRUST, ASSIGNMENT, SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING, dated as of November 28, 2006, is from SONORAN ENERGY, INC., a Washington corporation (herein called the “Mortgagor”), to John H. Homier and Daniel S. Schockling of Houston, Texas, as Trustees (herein collectively called the “Trustees”), for the benefit of NGPC ASSET HOLDINGS, LP, having offices at 1221 McKinney Street, Suite 2975, Houston, Texas 77010 (herein called the “Administrative Agent”), for itself and as agent for each Lender Party (as hereinafter defined).

Sonoran Energy Inc – WORLD WIDE MASTER AGREEMENT (December 19th, 2005)

hereinafter the “Subcontractor”, which parties are sometimes referred to individually as a ”Party” or collectively as the ”Parties.”

Sonoran Energy Inc – MERGER AGREEMENT (Purchase of Shares) between Sonoran Energy Inc. ("PURCHASER") and Baron Oil AS, ("SELLER") (November 14th, 2005)

This Merger Agreement, is made as of May 7, 2004 (the "Agreement"), among Sonoran Energy Inc, a Washington corporation, ("Sonoran " or "Purchaser"), and Shareholders of Baron Oil AS., a Norwegian Corporation ("Baron" or "Seller").

Sonoran Energy Inc – REGISTRATION RIGHTS AGREEMENT (October 17th, 2005)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August ___, 2005, by and between SONORAN ENERGY, INC., a Washington corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor").

Sonoran Energy Inc – SONORAN ENERGY, INC. PLACEMENT AGENT AGREEMENT (October 17th, 2005)

The undersigned, Sonoran Energy, Inc., a Washington corporation (the "Company"), hereby agrees with Newbridge Securities Corporation (the "Placement Agent") and Cornell Capital Partners, LP, a Delaware Limited Partnership (the "Investor"), as follows:

Sonoran Energy Inc – IRREVOCABLE TRANSFER AGENT INSTRUCTIONS (October 17th, 2005)
Sonoran Energy Inc – SONORAN ENERGY, INC. Amended and Restated Secured Convertible Debenture Due: December 1, 2006 (October 17th, 2005)

This Amended and Restated Secured Convertible Debenture (the "Debenture") dated August 31, 2005 is issued by SONORAN ENERGY, INC., a Washington corporation (the "Obligor"), to CORNELL CAPITAL PARTNERS, LP (the "Holder").

Sonoran Energy Inc – TERMINATION AGREEMENT (October 17th, 2005)

THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into effective as of August ___, 2005, by and among SONORAN ENERGY, INC., a Washington corporation (the "Company"), CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and NEWBRIDGE SECURITIES CORPORATION (the "Placement Agent").

Sonoran Energy Inc – ESCROW AGREEMENT (October 17th, 2005)

THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of August ___, 2005 by SONORAN ENERGY, INC., a Washington corporation (the "Company"); CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"); and DAVID GONZALEZ, ESQ. (the "Escrow Agent").

Sonoran Energy Inc – TERMINATION AND AMENDMENT AGREEMENT (October 17th, 2005)

THIS TERMINATION AND AMENDMENT AGREEMENT (the "Agreement") is made and entered into effective as of August ___, 2005, by and among SONORAN ENERGY, INC., a Washington corporation (the "Company"), CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), DAVID GONZALEZ, ESQ., (the "Escrow Agent") and THE NEVADA AGENCY AND TRUST COMPANY (the "Transfer Agent").

Sonoran Energy Inc – STANDBY EQUITY DISTRIBUTION AGREEMENT (October 17th, 2005)

THIS AGREEMENT dated as of the ___ day of August 2005 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and SONORAN ENERGY, INC., a corporation organized and existing under the laws of the State of Washington (the "Company").

Sonoran Energy Inc – INVESTOR REGISTRATION RIGHTS AGREEMENT (October 17th, 2005)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August ______, 2005, by and among SONORAN ENERGY, INC., a Washington corporation (the "Company"), and Cornell Capital Partners, LP (the "Investor").