0001140905-06-000145 Sample Contracts

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • December 7th, 2006 • Sonoran Energy Inc • Crude petroleum & natural gas

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).

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ASSIGNMENT AND CONVEYANCE OF OVERRIDING ROYALTY INTEREST
Sonoran Energy Inc • December 7th, 2006 • Crude petroleum & natural gas • New York

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.

CREDIT AGREEMENT,
Credit Agreement • December 7th, 2006 • Sonoran Energy Inc • Crude petroleum & natural gas

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”),

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 7th, 2006 • Sonoran Energy Inc • Crude petroleum & natural gas

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).

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...
Sonoran Energy Inc • December 7th, 2006 • Crude petroleum & natural gas • Louisiana

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:

COMMON STOCK SUBSCRIPTION AGREEMENT
Common Stock Subscription Agreement • December 7th, 2006 • Sonoran Energy Inc • Crude petroleum & natural gas • New York

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").

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