0001085037-05-001879 Sample Contracts

INVESTOR REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 21st, 2005 • Cascade Energy, Inc. • Agricultural production-crops • New Jersey

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 30, 2005, by and among CASCADE ENERGY, INC., a Nevada corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 21st, 2005 • Cascade Energy, Inc. • Agricultural production-crops • New Jersey

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 30, 2005, by and among CASCADE ENERGY, INC., a Nevada corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).

ESCROW AGREEMENT
Escrow Agreement • December 21st, 2005 • Cascade Energy, Inc. • Agricultural production-crops • New Jersey

THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of November 30, 2005 CASCADE ENERGY, INC., a Nevada corporation (the “Company”); the Buyer(s) listed on the Securities Purchase Agreement, dated the date hereof (also referred to as the “Investor(s)”), and DAVID GONZALEZ, ESQ., as Escrow Agent hereunder (the “Escrow Agent”).

PLEDGE AND ESCROW AGREEMENT
Pledge and Escrow Agreement • December 21st, 2005 • Cascade Energy, Inc. • Agricultural production-crops • New Jersey

THIS PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of November 30, 2005 (the “Effective Date”) by and among CASCADE ENERGY, INC., a corporation organized and existing under the laws of the State of Nevada (the “Pledgor”), CORNELL CAPITAL PARTNERS, LP, (the “Pledgee”), and DAVID GONZALEZ, ESQ., as escrow agent (“Escrow Agent”).

SECURITY AGREEMENT
Security Agreement • December 21st, 2005 • Cascade Energy, Inc. • Agricultural production-crops • New Jersey

THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of November 30, 2005, by and between CASCADE ENERGY, INC., a Nevada corporation with its principal place of business located at 5151 E. Broadway, Suite 1600, Tucson, AZ 85711 (the “Company”), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the “Secured Party”).

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