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
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 10.29 NEW CENTURY ENERGY CORP. EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made between New Century Energy Corp., a Colorado corporation (the "Company"), and Edward R. DeStefano ("Executive")...Executive Employment Agreement • December 20th, 2005 • New Century Energy Corp. • Crude petroleum & natural gas • Texas
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
Exhibit 10.3 SUBSCRIPTION AGREEMENTSubscription Agreement • March 31st, 2005 • New Century Energy Corp. • Crude petroleum & natural gas
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...New Century Energy Corp. • May 3rd, 2006 • Crude petroleum & natural gas • New York
ARTICLE I CONTRACT RATE AND REDEMPTIONNew Century Energy Corp. • January 10th, 2007 • 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 10.3 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...New Century Energy Corp. • July 8th, 2005 • 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
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
RECITALSAgreement • January 4th, 2006 • New Century Energy Corp. • Crude petroleum & natural gas • Texas
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
ARTICLE 1 CONTRACT RATE AND AMORTIZATIONNew Century Energy Corp. • July 7th, 2006 • Crude petroleum & natural gas • New York
RECITALSNew Century Energy Corp. • May 3rd, 2006 • Crude petroleum & natural gas • Texas
GUARANTYGuaranty • May 3rd, 2006 • 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
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...Employment Agreement • July 18th, 2006 • New Century Energy Corp. • Crude petroleum & natural gas • Texas
SETTLEMENT AGREEMENT AND MUTUAL RELEASE This settlement agreement and mutual release (this "Agreement") entered into on June 6, 2005, and effective as of June 6, 2005, is by and between New Century Energy Corp., formerly New Vertica Software, Inc., a...Settlement Agreement and Mutual Release • June 16th, 2005 • New Century Energy Corp. • Crude petroleum & natural gas • Texas
ARTICLE I CONTRACT RATE AND AMORTIZATIONNew Century Energy Corp. • January 10th, 2007 • 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 IFunds Escrow Agreement • January 10th, 2007 • New Century Energy Corp. • Crude petroleum & natural gas • New York
AGREEMENTAgreement • March 31st, 2005 • New Century Energy Corp. • Crude petroleum & natural gas • Texas
Exhibit 10.10 AGREEMENT TO RESCIND THE EIGHTH AMENDMENT AGREEMENT THIS AGREEMENT TO RESCIND THE EIGHTH AMENDMENT AGREEMENT (this "Agreement"), entered into on January 10, 2007,to be effective as of December 5, 2006, by and between Promethean...Agreement • January 10th, 2007 • New Century Energy Corp. • Crude petroleum & natural gas • New York
Exhibit 10.3 THIRD AMENDMENT AGREEMENT THIS THIRD AMENDMENT AGREEMENT (this "Amendment") is entered into as of December 30, 2005, by and between New Century Energy Corp., a Colorado corporation ("NCEC"), and Laurus Master Fund, Ltd. ("Laurus")....Third Amendment Agreement • January 4th, 2006 • New Century Energy Corp. • Crude petroleum & natural gas • New York
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
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
RECITALSGeneral Services Agreement • April 17th, 2001 • Vertica Software Inc/Ca • Services-prepackaged software • California
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
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 10.1 SIXTH AMENDMENT AGREEMENT THIS SIXTH AMENDMENT AGREEMENT (this "Amendment"), entered into on September 6, 2006, to be effective as of September 15, 2006, by and between New Century Energy Corp., a Colorado corporation ("NCEC"), and Laurus...Sixth Amendment Agreement • September 13th, 2006 • New Century Energy Corp. • Crude petroleum & natural gas • New York
GRAPHIC OMITTED] CUSTOM CONTENT AGREEMENT ------------------------------------- ------------------------------------------- AGREEMENT TO PURCHASE. This Agreement is entered into as of January 19, 2000 by ScreamingMedia.com, Inc. ("Company" or "we")...Graphic Omitted • February 28th, 2000 • Vertica Software Inc/Ca • Services-prepackaged software • New York
EXHIBIT 10.4Consulting Agreement • May 15th, 2001 • Vertica Software Inc/Ca • Services-prepackaged software • California
Exhibit 10.1 SEVENTH AMENDMENT AGREEMENT THIS SEVENTH AMENDMENT AGREEMENT (this "Amendment"), entered into on October 12, 2006, to be effective as of October 15, 2006, by and between New Century Energy Corp., a Colorado corporation ("NCEC"), and...Seventh Amendment Agreement • October 26th, 2006 • New Century Energy Corp. • Crude petroleum & natural gas • New York
