EXHIBIT 10.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of June 30, 2005, by and between New Century Energy Corp., a Colorado corporation (the "Company"), and Laurus Master Fund,...Registration Rights Agreement • July 8th, 2005 • New Century Energy Corp. • Crude petroleum & natural gas • New York
VERTICA SOFTWARE, INC. NOTE PURCHASE AGREEMENT THIS NOTE PURCHASE AGREEMENT ("Agreement") is made as of the 9th day of April 1997 by and between VERTICA SOFTWARE, INC. a California corporation (the "Company"), and Arthur A. Gingell, an individual (the...Note Purchase Agreement • February 28th, 2000 • Vertica Software Inc/Ca • Services-prepackaged software • California
SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT ("Agreement") dated as of December 30, 2004 (the "Effective Date"), by and among New Century Energy Corp., a Colorado corporation, 5851 San Felipe, Suite 775, Houston, Texas 77057 (the...Securities Purchase Agreement • January 6th, 2005 • New Century Energy Corp. • Crude petroleum & natural gas • Texas
24. Construction of Ambiguity 21 25. Captions 21 26. Governing Law 21 27. Waiver of Jury Trial 21 28. Limitation of Liability 21 29. Publicity 21 30. Use of Seller's Names 22 31. Counterparts 22 32. Assignment 22 33. Costs and Expenses 22 34. Joint...Purchase and Sale Agreement • November 7th, 2005 • New Century Energy Corp. • Crude petroleum & natural gas • Texas
Exhibit 10.4 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON...Warrant Agreement • May 3rd, 2006 • New Century Energy Corp. • Crude petroleum & natural gas • New York
Exhibit 10.5 [LOGO OF THE MOMENTUM SOLUTIONS GROUP LLC] November 25, 2002 Mr. William F. Mason Chief Executive Officer Vertica Software, Inc. Austin, TX Dear Sir: This letter outlines the terms of agreement of the services that The Momentum Solutions...Services Agreement • April 15th, 2003 • Vertica Software Inc/Ca • Services-prepackaged software
Exhibit 10.25 NEW CENTURY ENERGY CORP. AMENDED EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDED EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made between New Century Energy Corp., a Colorado corporation (the "Company"), and Edward R. DeStefano...Executive Employment Agreement • July 18th, 2006 • New Century Energy Corp. • Crude petroleum & natural gas • Texas
AGREEMENTAgreement • March 31st, 2005 • New Century Energy Corp. • Crude petroleum & natural gas • Texas
GUARANTYGuaranty • May 3rd, 2006 • New Century Energy Corp. • Crude petroleum & natural gas • New York
Exhibit 10.3 SUBSCRIPTION AGREEMENTSubscription Agreement • March 31st, 2005 • New Century Energy Corp. • Crude petroleum & natural gas
RECITALSSettlement Agreement • January 4th, 2006 • New Century Energy Corp. • Crude petroleum & natural gas • Texas
AGREEMENTShareholders Agreement • May 3rd, 2006 • New Century Energy Corp. • Crude petroleum & natural gas • New York
1. Agreement to Sell and Purchase 1 2. Fees 1 3. Closing, Delivery and Payment 2 3.1 Closing 2 3.2 Delivery 2 4. Representations and Warranties of the Company 2 4.1 Organization, Good Standing and Qualification 2 4.2 Subsidiaries 3 4.3 Capitalization;...Securities Purchase Agreement • January 10th, 2007 • New Century Energy Corp. • Crude petroleum & natural gas • New York
This Stock Pledge Agreement (this "Agreement"), dated as of April 26, 2006, --------- among Laurus Master Fund, Ltd. (the "Pledgee"), New Century Energy Corp., a ------- Colorado corporation (the "Company"), and each of the other undersigned parties...Stock Pledge Agreement • May 3rd, 2006 • New Century Energy Corp. • Crude petroleum & natural gas • New York
Exhibit 10.4 October 1, 2002 Consulting Services Agreement This Consulting Services Agreement (this "Agreement") dated 10/1/02 is by and between The Charles Group, LLC. (Consultant) and Vertica Software, Inc. (hereafter, "Company") The Company and...Consulting Services Agreement • April 15th, 2003 • Vertica Software Inc/Ca • Services-prepackaged software
Exhibit 10.17 AMENDMENT AGREEMENT THIS AMENDMENT AGREEMENT (this "Amendment") is entered into as of November 4, 2005, by and between New Century Energy Corp., a Colorado corporation ("NCEC"), and Laurus Master Fund, Ltd. ("Laurus"). BACKGROUND NCEC...Amendment Agreement • November 7th, 2005 • New Century Energy Corp. • Crude petroleum & natural gas • New York
DEVELOPMENT AGREEMENT PRADO FIELD BY AND BETWEEN:Development Agreement • May 23rd, 2005 • New Century Energy Corp. • Crude petroleum & natural gas • Texas
November 2, 2005 VIA E-MAIL AND FACSIMILE Mr. Gerald W. Green XXXXXXXXXXXXX XXXXXXX XXXXXXXXXXXX Phone: XXX-XXX-XXXX Fax: XXX-XXX-XXXX RE: AMENDMENT TO PURCHASE AND SALE AGREEMENT Dear Mr. Green: Your signature on the line designated below will...Purchase and Sale Agreement • November 7th, 2005 • New Century Energy Corp. • Crude petroleum & natural gas
1 - License Agreement Vertica Software, Inc. / Stockpoint Inc.License Agreement • February 28th, 2000 • Vertica Software Inc/Ca • Services-prepackaged software • California
OXFORD LOGO OMITTED] OCF Investment Banking - Consulting Agreement This Consulting Agreement ("AGREEMENT") made and entered into this 22nd day of May, 2001, by and between OXFORD CORPORATE FINANCE, 3316 Westhill Drive Austin, TX 78704, (hereinafter...Consulting Agreement • August 20th, 2001 • Vertica Software Inc/Ca • Services-prepackaged software • Texas
Exhibit 10.2 August 15, 2002 Mr. William F. Mason Chief Executive Officer Vertica Software, Inc. Austin, TX Dear Bill: This letter outlines the terms of agreement of the services that The Momentum Solutions Group, LLC will deliver to Vertica Software,...Independent Contractor Agreement • April 15th, 2003 • Vertica Software Inc/Ca • Services-prepackaged software
b) its legal name is as set forth in its Certificate of Incorporation or other organizational document (as applicable) as amended through the date hereof and as set forth on Schedule B, and it will provide Laurus ---------- thirty (30) days' prior...Master Security Agreement • January 10th, 2007 • New Century Energy Corp. • Crude petroleum & natural gas • New York
ARTICLE IFunds Escrow Agreement • January 10th, 2007 • New Century Energy Corp. • Crude petroleum & natural gas • New York
ARTICLE I CONTRACT RATE AND AMORTIZATIONSecured Convertible Term Note • January 4th, 2006 • New Century Energy Corp. • Crude petroleum & natural gas • New York
Exhibit 10.1 SECOND AMENDMENT AGREEMENT THIS SECOND AMENDMENT AGREEMENT (this "Amendment") is entered into as of December 14, 2005, by and between New Century Energy Corp., a Colorado corporation ("NCEC"), and Laurus Master Fund, Ltd. ("Laurus")....Second Amendment Agreement • December 14th, 2005 • New Century Energy Corp. • Crude petroleum & natural gas • New York
ARTICLE I CONTRACT RATE AND REDEMPTIONSecured Term Note • January 10th, 2007 • New Century Energy Corp. • Crude petroleum & natural gas • New York
RECITALSGeneral Services Agreement • April 17th, 2001 • Vertica Software Inc/Ca • Services-prepackaged software • California
Exhibit 10.14 FOURTH AMENDMENT AGREEMENT THIS FOURTH AMENDMENT AGREEMENT (this "Amendment") is entered into as of May 2, 2006, by and between New Century Energy Corp., a Colorado corporation ("NCEC"), and Laurus Master Fund, Ltd. ("Laurus")....Fourth Amendment Agreement • May 3rd, 2006 • New Century Energy Corp. • Crude petroleum & natural gas • New York
Exhibit 10.1 FIFTH AMENDMENT AGREEMENT THIS FIFTH AMENDMENT AGREEMENT (this "Amendment"), entered into on June 20, 2006, to be effective as of June 15, 2006, by and between NewCentury Energy Corp., a Colorado corporation ("NCEC"), and Laurus Master...Fifth Amendment Agreement • June 23rd, 2006 • New Century Energy Corp. • Crude petroleum & natural gas • New York
EXHIBIT 10.4Consulting Agreement • May 15th, 2001 • Vertica Software Inc/Ca • Services-prepackaged software • California
Reference is made to (a) the Securities Purchase Agreement dated as of June ---- 30, 2005 (as amended, restated, modified and/or supplemented from time to time, --------- the "June 2005 SPA") by and between New Century Energy Corp., a Colorado...Reaffirmation and Ratification Agreement • January 10th, 2007 • New Century Energy Corp. • Crude petroleum & natural gas • New York
Exhibit 10.6 COLLATERAL ASSIGNMENT --------------------- COLLATERAL ASSIGNMENT made as of this 30th day of June, 2006 by Gulf Coast Oil Corporation ("Assignor") to Laurus Master Fund, Ltd. ("Assignee"). FOR VALUE RECEIVED, and as collateral security...Collateral Assignment • July 7th, 2006 • New Century Energy Corp. • Crude petroleum & natural gas
FOR VALUE RECEIVED, and as collateral security for all debts, liabilities and obligations of Assignor to Assignee, now existing or hereafter arising under that certain Securities Purchase Agreement dated as of June 30, 2006, between Assignor and Assignee (the "SPA") and the Related Agreements (as defined in the SPA) (each as amended, modified, restated or supplemented from time to time), Assignor hereby assigns, transfers and sets over unto Assignee, its successors and assigns, all of its rights, but not its obligations, under that certain Asset Purchase Agreement dated as of June 30, 2006 by and among J&P Family Properties, Ltd. ("J&P"), Lara Energy, Inc. ("Lara") (J&P and Lara, collectively, "Sellers"), John E. Hearn, Jr. ("Hearn"), Jim Wheeler ("Wheeler") (Hearn and Wheeler, collectively, "Shareholders") and Assignor and all of the agreements and documents by which assets or rights of Sellers are transferred to Assignor (as each may be amended, modified, restated or supplemented fro
X= Y(A-B) ------- A Where X = the number of shares o Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant...Eighth Amendment Agreement • December 8th, 2006 • New Century Energy Corp. • Crude petroleum & natural gas • New York
RECITALSMortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production • May 3rd, 2006 • New Century Energy Corp. • Crude petroleum & natural gas • Texas
ContractSecured Term Note • December 4th, 2007 • New Century Energy Corp. • Crude petroleum & natural gas • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO NEW CENTURY ENERGY CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.
