0001140361-06-013150 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 11th, 2006 • Sunrise Energy Resources Inc • Oil & gas field exploration services • Massachusetts

Registration Rights Agreement (the “Agreement”), dated as of September 7, 2006, by and between Sunrise Energy Resources, Inc., a corporation organized under the laws of State of Delaware, with its principal executive office at 551 Fifth Avenue, Suite 2020, New York, NY 10017 (the “Company”), and Dutchess Private Equities Fund, L.P., a Delaware limited partnership with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the “Holder”).

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INVESTMENT AGREEMENT
Investment Agreement • September 11th, 2006 • Sunrise Energy Resources Inc • Oil & gas field exploration services • Massachusetts

INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of September 7, 2006 by and between Sunrise Energy Resources, Inc. a Delaware corporation (the "Company"), and Dutchess Private Equities Fund, LP, a Delaware limited partnership (the "Investor").

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