0001193125-03-096311 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 18th, 2003 • Mission Resources Corp • Crude petroleum & natural gas • New York

This REGISTRATION RIGHTS AGREEMENT (“Agreement”) is made as of December 17, 2003 by Mission Resources Corporation, a Delaware corporation (the “Company”) and the persons listed as the Investors on the signature pages hereto (the “Investors”), and each person or entity that subsequently becomes a party to this Agreement pursuant to, and in accordance with, the provisions of Section 11 hereof (collectively, the “Permitted Transferees” and each individually a “Permitted Transferee”).

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PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • December 18th, 2003 • Mission Resources Corp • Crude petroleum & natural gas • New York

This PURCHASE AND SALE AGREEMENT, dated as of December 17, 2003 (this “Agreement”), is by and among FTVIPT – Franklin Income Securities Fund (“Franklin I”), and Franklin Custodian Funds – Income Series (“Franklin II”) (Franklin I and Franklin II are hereinafter each referred to as a “Seller” and collectively referred to as the “Sellers”), and Mission Resources Corporation, a Delaware corporation (the “Purchaser”). (Each of the Sellers and the Purchaser is a “Party”, and together are the “Parties”).

AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • December 18th, 2003 • Mission Resources Corp • Crude petroleum & natural gas • Delaware

Amendment dated as of December 17, 2003, to the Rights Agreement, dated as of September 12, 1997 (the “Rights Agreement”), between Mission Resources Corporation, a Delaware corporation formerly known as Bellwether Exploration Company (the “Company”), and American Stock Transfer & Trust Company, a New York corporation, as Rights Agent (the “Rights Agent”).

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