Exhibit
4.15
SONORAN ENERGY, INC.
PLACEMENT AGENT
AGREEMENT
Dated as of: August ___, 2005
Newbridge Securities
Corporation
1451 Cypress Creek Road, Suite
204
Fort Lauderdale, Florida 33309
Ladies and Gentlemen:
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:
1.
Offering . The Company hereby engages the Placement
Agent to act as its exclusive placement agent in connection with
the Standby Equity Distribution Agreement dated the date hereof
(the " Standby Equity Distribution Agreement "), pursuant to
which the Company shall issue and sell to the Investor, from time
to time, and the Investor shall purchase from the Company (the "
Offering ") up to Fifteen Million Dollars ($15,000,000) of
the Company's common stock (the " Commitment Amount "), no
par value per share (the " Common Stock "), at price per
share equal to the Purchase Price, as that term is defined in the
Standby Equity Distribution Agreement. The Placement Agent
services shall consist of reviewing the terms of the Standby Equity
Distribution Agreement and advising the Company with respect to
those terms.
All capitalized terms used herein and not
otherwise defined herein shall have the same meaning ascribed to
them as in the Standby Equity Distribution Agreement. The
Investor will be granted certain registration rights with respect
to the Common Stock as more fully set forth in the Registration
Rights Agreement between the Company and the Investor dated the
date hereof (the " Registration Rights Agreement ").
The documents to be executed and delivered in connection with
the Offering, including, but not limited, to the Company's latest
Quarterly Report on Form 10-QSB as filed with the United
States Securities and Exchange Commission, this Agreement, the
Standby Equity Distribution Agreement, the Registration Rights
Agreement, and the Escrow Agreement dated the date hereof (the "
Escrow Agreement "), are referred to sometimes hereinafter
collectively as the " Offering Materials ." The
Company's Common Stock purchased by the Investor hereunder is
sometimes referred to hereinafter as the " Securities ."
The Placement Agent shall not be obligated to sell any
Securities.
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2.
Compensation . As compensation the Company has issued to the
Placement Agent or its designee Twenty Thousand (20,000) shares of
the Company's Common Stock (the " Placement Agent's Shares
"). The Placement Agent shall be entitled to "piggy-back"
registration rights with respect to the Placement Agent's Shares,
which shall be triggered upon registration of any shares of Common
Stock by the Company pursuant to the Registration Rights Agreement
dated the date hereof.
3.
Representations, Warranties and
Covenants of the Placement Agent.
A.
The Placement Agent represents, warrants
and covenants as follows:
(i)
The Placement Agent has the necessary
power to enter into this Agreement and to consummate the
transactions contemplated hereby.
(ii)
The execution and delivery by the
Placement Agent of this Agreement and the consummation of the
transactions contemplated herein will not result in any violation
of, or be in conflict with, or constitute a default under, any
agreement or instrument to which the Placement Agent is a party or
by which the Placement Agent or its properties are bound, or any
judgment, decree, order or, to the Placement Agent's knowledge, any
statute, rule or regulation applicable to the Placement Agent.
This Agreement when executed and delivered by the Placement
Agent, will constitute the legal, valid and binding obligations of
the Placement Agent, enforceable in accordance with their
respective terms, except to the extent that (a) the enforceability
hereof or thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws from time to time in
effect and affecting the rights of creditors generally, (b) the
enforceability hereof or thereof is subject to general principles
of equity, or (c) the indemnification provisions hereof or
thereof may be held to be in violation of public policy.
(iii)
Upon receipt and execution of this
Agreement, the Placement Agent will promptly forward copies of this
Agreement to the Company or its counsel and the Investor or its
counsel.
(iv)
The Placement Agent will not
intentionally take any action that it reasonably believes would
cause the Offering to violate the provisions of the Securities Act
of 1933, as amended (the " Securities Act "), the Securities
Exchange Act of 1934 (the " Exchange Act "), the respective
rules and regulations promulgated thereunder (the " Rules and
Regulations ") or applicable "Blue Sky" laws of any state or
jurisdiction.
(v)
The Placement Agent is a member of the
National Association of Securities Dealers, Inc., and is a
broker-dealer registered as such under the Exchange Act and under
the securities laws of the states in which the Securities will be
offered or sold by the Placement Agent unless an exemption for such
state registration is available to the Placement Agent. The
Placement Agent is in material compliance with the rules and
regulations applicable to the Placement Agent generally and
applicable to the Placement Agent's participation in the
Offering.
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4.
Representations, Warranties and
Covenants of the Company .
A.
The Company represents, warrants and
covenants as follows:
(i)
The execution, delivery and performance
of each of this Agreement, the Standby Equity Distribution
Agreement, the Escrow Agreement, and the Registration Rights
Agreement have been or will be duly and validly authorized by the
Company and is, or with respect to this Agreement, the Standby
Equity Distribution Agreement, the Escrow Agreement, and the
Registration Rights Agreement, will be a valid and binding
agreement of the Company, enforceable in accordance with its
respective terms, except to the extent that (a) the enforceability
hereof or thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws from time to time in
effect and affecting the rights of creditors generally, (b) the
enforceability hereof or thereof is subject to general principles
of equity or (c) the indemnification provisions hereof or
thereof may be held to be in violation of public policy. The
Securities to be issued pursuant to the transactions contemplated
by this Agreement and the Standby Equity Distribution Agreement
have been duly authorized and, when issued and paid for in
accordance with this Agreement, the Standby Equity Distribution
Agreement and the certificates/instruments representing such
Securities, will be valid and binding obligations of the Company,
enforceable in accordance with their respective terms, except to
the extent that (1) the enforceability thereof may be limited
by bankruptcy, insolvency, reorganization, moratorium or similar
laws from time to time in effect and affecting the rights of
creditors generally, and (2) the enforceability thereof is subject
to general principles of equity. All corporate action
required to be taken for the authorization, issuance and sale of
the Securities has been duly and validly taken by the
Company.
(ii)
The Company has a duly authorized, issued
and outstanding capitalization as set forth herein and in the
Standby Equity Distribution Agreement. The Company is not a
party to or bound by any instrument, agreement or other arrangement
providing for it to issue any capital stock, rights, warrants,
options or other securities, except for this Agreement, the
agreements described herein and as described in the Standby Equity
Distribution Agreement, dated the date hereof and the agreements
described therein. All issued and outstanding securities of
the Company, have been duly authorized and validly issued and are
fully paid and non-assessable; the holders thereof have no rights
of rescission or preemptive rights with respect thereto and are not
subject to personal liability solely by reason of being security
holders; and none of such securities were issued in violation of
the preemptive rights of any holders of any security of the
Company.
(iii)
The Common Stock to be issued in
accordance with this Agreement and the Standby Equity Distribution
Agreement has been duly authorized and, when issued and paid for in
accordance with this Agreement and the Standby Equity Distribution
Agreement, the certificates/instruments representing such Common
Stock will be validly issued, fully-paid and non-assessable; the
holders thereof will not be subject to personal liability solely by
reason of being such holders; such Securities are not and will not
be subject to the preemptive rights of any holder of any security
of the Company.
(iv)
The Company has good and marketable title
to, or valid and enforceable leasehold estates in, all items of
real and personal property necessary to conduct its
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business (including, without limitation,
any real or personal property stated in the Offering Materials to
be owned or leased by the Company), free and clear of all liens,
encumbrances, claims, security interests and defects of any
material nature whatsoever, other than those set forth in the
Offering Materials and liens for taxes not yet due and
payable.
(v)
There is no litigation or governmental
proceeding pending or, to the best of the Company's knowledge,
threatened against, or involving the properties or business of the
Company, except as set forth in the Offering Materials.
(vi)
The Company has been duly organized and
validly exists as a corporation in good standing under the laws of
the State of Washington. Except as set forth in the Offering
Materials, the Company does not own or control, directly or
indirectly, an interest in any other corporation, partnership,
trust, joint venture or other business entity. The Company is
duly qualified or licensed and in good standing as a foreign
corporation in each jurisdiction in which the character of its
operations requires such qualification or licensing and where
failure to so qualify would have a material adverse effect on the
Company. The Company has all requisite corporate power and
authority, and all material and necessary authorizations,
approvals, orders, licenses, certificates and permits of and from
all governmental regulatory officials and bodies (domestic and
foreign) to conduct its businesses (and proposed business) as
described in the Offering Materials. Any disclosures in the
Offering Materials concerning the effects of foreign, federal,
state and local regulation on the Company's businesses as currently
conducted and as contemplated are correct in all material respects
and do not omit to state a material fact. The Company has all
corporate power and authority to enter into this Agreement, the
Standby Equity Distribution Agreement, the Registration Rights
Agreement, and the Escrow Agreement, to carry out the provisions
and conditions hereof and thereof, and all consents,
authorizations, approvals and orders required in connection
herewith and therewith have been obtained. No consent,
authorization or order of, and no filing with, any court,
government agency or other body is required by the Company for the
issuance of the Securities or execution and delivery of the
Offering Materials except for applicable federal and state
securities laws. The Company, since its inception, has not
incurred any liability arising under or as a result of the
application of any of the provisions of the Securities Act, the
Exchange Act or the Rules and Regulations.
(vii)
There has been no material adverse change
in the condition or prospects of the Company, financial or
otherwise, from the latest dates as of which such condition or
prospects, respectively, are set forth in the Offering Materials,
and the outstanding debt, the property and the business of the
Company conform in all material respects to the descriptions
thereof contained in the Offering Materials.
(viii)
Except as set forth in the Offering
Materials, the Company is not in breach of, or in default under,
any term or provision of any material indenture, mortgage, deed of
trust, lease, note, loan or Standby Equity Distribution Agreement
or any other material agreement or instrument evidencing an
obligation for borrowed money, or any other material agreement or
instrument to which it is a party or by which it or any of its
properties may be bound or affected. The Company is not in
violation of any provision of its charter or by-laws or in
violation of any franchise, license, permit, judgment, decree or
order, or in violation of any material statute, rule or regulation.
Neither the execution and delivery of the Offering Materials
nor the issuance and sale or delivery of the Securities, nor the
consummation of any of the
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transactions contemplated in the Offering
Materials nor the compliance by the Company with the terms and
provisions hereof or thereof, has conflicted with or will conflict
with, or has resulted in or will result in a breach of, any of the
terms and provisions of, or has constituted or will constitute a
default under, or has resulted in or will result in the creation or
imposition of any lien, charge or encumbrance upon any property or
assets of the Company or pursuant to the terms of any indenture,
mortgage, deed of trust, note, loan or any other agreement or
instrument evidencing an obligation for borrowed money, or any
other agreement or instrument to which the Company may be bound or
to which any of the property or assets of the Company is subject
except (a) where such default, lien, charge or encumbrance would
not have a material adverse effect on the Company and (b) as
described in the Offering Materials; nor will such action result in
any violation of the provisions of the charter or the by-laws of
the Company or, assuming the due performance by the Placement Agent
of its obligations hereunder, any material statute or any material
order, rule or regulation applicable to the Company of any court or
of any foreign, federal, state or other regulatory authority or
other government body having jurisdiction over the
Company.
(ix)
Subsequent to the dates as of which
information is given in the Offering Materials, and except as may
otherwise be indicated or contemplated herein or therein, the
Company has not (a) issued any securities or incurred any liability
or obligation, direct or contingent, for borrowed money, or (b)
entered into any transaction other than in the ordinary course of
business, or (c) declared or paid any dividend or made any other
distribution on or in respect of its capital stock. Except as
described in the Offering Materials, the Company has no outstanding
obligations to any officer or director of the Company.
(x)
There are no claims for services in the
nature of a finder's or origination fee with respect to the sale of
the Common Stock or any other arrangements, agreements or
understandings that may affect the Placement Agent's compensation,
as determined by the National Association of Securities Dealers,
Inc.
(xi)
The Company owns or possesses, free and
clear of all liens or encumbrances and rights thereto or therein by
third parties, the requisite licenses or other rights to use all
trademarks, service marks, copyrights, service names, trade names,
patents, patent applications and licenses necessary to conduct its
business (including, without limitation, any such licenses or
rights described in the Offering Materials as being owned or
possessed by the Company) and, except as set forth in the Offering
Materials, there is no claim or action by any person pertaining to,
or proceeding, pending or threatened, which challenges the
exclusive rights of the Company with respect to any trademarks,
service marks, copyrights, service names, trade names, patents,
patent applications and licenses used in the conduct of the
Company's businesses (including, without limitation, any such
licenses or rights described in the Offering Materials as being
owned or possessed by the Company) except any claim or action that
would not have a material adverse effect on the Company; the
Company's current products, services or processes do not infringe
or will not infringe on the patents currently held by any third
party.
(xii)
Except as described in the Offering
Materials, the Company is not under any obligation to pay royalties
or fees of any kind whatsoever to any third party with respect to
any trademarks, service marks, copyrights, service names, trade
names, patents, patent
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applications, licenses or technology it
has developed, uses, employs or intends to use or employ, other
than to their respective licensors.
(xiii)
Subject to the performance by the
Placement Agent of its obligations hereunder the offer and sale of
the Securities complies, and will continue to comply, in all
material respects with the requirements of Rule 506 of Regulation D
promulgated by the SEC pursuant to the Securities Act and any other
applicable federal and state laws, rules, regulations and executive
orders. Neither the Offering Materials nor any amendment or
supplement thereto nor any documents prepared by the Company in
connection with the Offering will contain any untrue statement of a
material fact or omit to state any material fact required to be
stated therein or necessary to
