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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 17th, 2005 • Sonoran Energy Inc • Crude petroleum & natural gas • New Jersey

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").

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INVESTOR REGISTRATION RIGHTS AGREEMENT
Investor Registration Rights Agreement • October 17th, 2005 • Sonoran Energy Inc • Crude petroleum & natural gas • New Jersey

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").

SONORAN ENERGY, INC. PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • October 17th, 2005 • Sonoran Energy Inc • Crude petroleum & natural gas • New Jersey

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:

ESCROW AGREEMENT
Escrow Agreement • October 17th, 2005 • Sonoran Energy Inc • Crude petroleum & natural gas • New Jersey

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. Amended and Restated Secured Convertible Debenture Due: December 1, 2006
Secured Convertible Debenture • October 17th, 2005 • Sonoran Energy Inc • Crude petroleum & natural gas

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").

AGREEMENT
Cooperation Agreement • March 22nd, 2006 • Sonoran Energy Inc • Crude petroleum & natural gas • England
BACK-UP ASSET PURCHASE AGREEMENT
Back-Up Asset Purchase Agreement • November 25th, 2009 • Sonoran Energy Inc • Crude petroleum & natural gas • Texas

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”).

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 25th, 2009 • Sonoran Energy Inc • Crude petroleum & natural gas • Texas

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.

Contract
Warrant Agreement • December 4th, 2007 • Sonoran Energy Inc • Crude petroleum & natural gas • New York

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.

WORLD WIDE MASTER AGREEMENT
Master Agreement • December 19th, 2005 • Sonoran Energy Inc • Crude petroleum & natural gas

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

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).

STANDBY EQUITY DISTRIBUTION AGREEMENT
Standby Equity Distribution Agreement • October 17th, 2005 • Sonoran Energy Inc • Crude petroleum & natural gas • New Jersey

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").

MERGER AGREEMENT (Purchase of Shares) between Sonoran Energy Inc. ("PURCHASER") and Baron Oil AS, ("SELLER")
Merger Agreement • November 14th, 2005 • Sonoran Energy Inc • Crude petroleum & natural gas

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").

ASSIGNMENT AND CONVEYANCE OF OVERRIDING ROYALTY INTEREST
Assignment and Conveyance of Overriding Royalty Interest • December 7th, 2006 • Sonoran Energy Inc • 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).

IRREVOCABLE TRANSFER AGENT INSTRUCTIONS
Irrevocable Transfer Agent Instructions • October 17th, 2005 • Sonoran Energy Inc • Crude petroleum & natural gas
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TERMINATION AND AMENDMENT AGREEMENT
Termination and Amendment Agreement • October 17th, 2005 • Sonoran Energy Inc • Crude petroleum & natural gas

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").

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...
Mortgage • December 7th, 2006 • Sonoran Energy Inc • 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").

TERMINATION AGREEMENT
Termination Agreement • October 17th, 2005 • Sonoran Energy Inc • Crude petroleum & natural gas

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").

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