RECITAL -------Employment Agreement • August 9th, 2007 • River Capital Group, Inc. • Fire, marine & casualty insurance • Texas
Exhibit 10.12 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of _____ ___, 2007, by and among Sonterra Resources, Inc. (f/k/a River Capital Group, Inc.), a Delaware corporation, with headquarters currently...Registration Rights Agreement • August 9th, 2007 • River Capital Group, Inc. • Fire, marine & casualty insurance • New York
EXHIBIT 2.3 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 11th, 2000 • Whoodoo Com Inc • Florida
Exhibit 10.3 SECURITY AGREEMENT ------------------ THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement") dated as of July 9, 2007 among SONTERRA RESOURCES, INC., a Delaware corporation...Security Agreement • August 9th, 2007 • River Capital Group, Inc. • Fire, marine & casualty insurance • New York
EXHIBIT 10.1 SETTLEMENT AGREEMENT DATED DECEMBER 31, 2006 MUTUAL RELEASE AND SETTLEMENT AGREEMENT THIS MUTUAL RELEASE AND SETTLEMENT AGREEMENT ("Agreement") is made and entered into effective as of the day of December 2006 (the "Effective Date"), by...Settlement Agreement • January 8th, 2007 • River Capital Group, Inc. • Fire, marine & casualty insurance • New York
ESCROW AGREEMENT This ESCROW AGREEMENT, (the "Escrow Agreement") dated May 31, 2000 by and among WhOOdoo.com, Inc., a Delaware corporation, ("Seller"), K2 Ventures, Inc., a Bermuda corporation, ("Purchaser"), Paulo Mylla ("Mylla"), Brian Leith...Escrow Agreement • March 2nd, 2001 • Whoodoo Com Inc • Non-operating establishments • Florida
WHEREAS:Pledge Agreement • August 9th, 2007 • River Capital Group, Inc. • Fire, marine & casualty insurance • New York
SHARE EXCHANGE AGREEMENT by and among RIVER CAPITAL GROUP, INC., RIVER CAPITAL HOLDINGS LIMITED, STRATEGY HOLDING COMPANY LIMITED, LONGVIEW FUND, LP, LONGVIEW EQUITY FUND, LP, LONGVIEW INTERNATIONAL EQUITY FUND, LP,Share Exchange Agreement • January 6th, 2006 • River Capital Group, Inc. • Services-business services, nec • Delaware
EXHIBIT 10.7 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") entered into as of this 4th day of August 1999, between BGS (Southwest Florida), Inc. (the "Company") and Kevin Casey , (the "Executive"). WHEREAS, the Company desires to...Employment Agreement • February 11th, 2000 • Whoodoo Com Inc • Florida
EXECUTION COPY FIRST AMENDMENT TO SECURITY AGREEMENT ------------------------------------- This FIRST AMENDMENT TO SECURITY AGREEMENT (this "Amendment"), dated as of August 3, 2007, is by and between SONTERRA RESOURCES, INC., a Delaware corporation...Security Agreement • August 9th, 2007 • River Capital Group, Inc. • Fire, marine & casualty insurance
RECITAL -------Employment Agreement • August 9th, 2007 • River Capital Group, Inc. • Fire, marine & casualty insurance • Texas
EXHIBIT 2.2 AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") entered into as of this 3rd day of August, 1999, by and among whOOdoo.com, inc., a Florida corporation ("WHOODOO"), Paulo Mylla, Brian Leith,...Agreement and Plan of Reorganization • February 11th, 2000 • Whoodoo Com Inc • Florida
RECITALSConsulting Agreement • February 11th, 2000 • Whoodoo Com Inc • California
EXHIBIT 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") entered into as of this 4th day of August 1999, between BGS (Southwest Florida), Inc. (the "Company") and Brian Leith (the "Executive"). WHEREAS, the Company desires to...Employment Agreement • February 11th, 2000 • Whoodoo Com Inc • Florida
SUBSCRIPTION AGREEMENT DATED MAY 31, 2005 BETWEEN RIVER CAPITAL GROUP, INC. AND THE SUBSCRIBERS NAMED THEREIN SUBSCRIPTION AGREEMENTSubscription Agreement • June 7th, 2005 • River Capital Group, Inc. • Services-business services, nec • New York
THIS SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of May 23, 2005, by and among River Capital Group, Inc., a Delaware corporation (the "Company"), and the subscribers identified on the signature pages hereto (each a “Subscriber” and collectively, the “Subscribers” if more than one).
SECURITY AGREEMENTSecurity Agreement • November 20th, 2008 • Sonterra Resources, Inc. • Crude petroleum & natural gas • New York
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of November 13, 2008 among SONTERRA RESOURCES, INC., a Delaware corporation (the “Company”), NORTH TEXAS DRILLING SERVICES, INC., a Texas corporation (“North Texas”); SONTERRA OPERATING, INC., a Delaware corporation (“Operating”), VELOCITY ENERGY LIMITED LLC, a Texas limited liability company (“Limited”), VELOCITY ENERGY INC., a Delaware corporation (“Velocity”), VELOCITY ENERGY OFFSHORE LP, a Delaware limited partnership (“Offshore”), VELOCITY ENERGY PARTNERS LP, a Delaware limited partnership (“Onshore”; the Company, North Texas, Operating, Limited, Velocity, Offshore and Onshore, together with each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, is hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”) and SUMMERLINE ASSET MANAGEMENT, LLC, a Del
EXHIBIT 10.2 THE IMPACT GROUP CONTRACT AGREEMENT This Contract Agreement (the "Agreement") is made between The Impact Group and WhOOdoo.com, Inc. ("Client"). The effective date of this Agreement is December , 1999. 1. DESCRIPTION OF SERVICES Subject...Contract Agreement • February 11th, 2000 • Whoodoo Com Inc • Massachusetts
GUARANTYGuaranty • August 9th, 2007 • River Capital Group, Inc. • Fire, marine & casualty insurance • New York
AMENDMENT NO. 1 DATED DECEMBER 30, 2005Share Exchange Agreement • January 6th, 2006 • River Capital Group, Inc. • Services-business services, nec
THIS AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENT dated as of December 30, 2005 ("Amendment No. 1"), entered into by and among River Capital Group, Inc., a Delaware corporation ("River Group"), River Capital Holdings Limited, a Barbados corporation ("River Holdings"), Strategy Holding Company Limited, a Barbados corporation, Longview Fund, LP, Longview Equity Fund, LP, Longview International Equity Fund, LP, and Concorde Capital Limited, a Bermuda corporation, (collectively the "Shareholders").
FORM OFDeposit Account Control Agreement • August 9th, 2007 • River Capital Group, Inc. • Fire, marine & casualty insurance • New York
Exhibit 10.17 RIVER CAPITAL GROUP, INC. NON-QUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES AGREEMENT ("Agreement") dated the date indicated on the attached Face Sheet by and between River Capital Group, Inc., a Delaware corporation ("Corporation"),...Non-Qualified Stock Option Agreement • August 9th, 2007 • River Capital Group, Inc. • Fire, marine & casualty insurance
EXHIBIT 10.1 [GRAPHIC OMITTED] BGS (Southwest Florida), Inc. 1660 Trade Center Way Naples, Florida 34109 Dear Mr. Mylla: This letter confirms our understanding regarding the management services that BGS (Soutwest Florida) Inc. ("BGS") has agreed to...Management Services Agreement • February 11th, 2000 • Whoodoo Com Inc
This letter confirms our understanding regarding the management services that BGS (Soutwest Florida) Inc. ("BGS") has agreed to provide to whOOdoo.com, inc. ("whOOdoo"). BGS agrees to manage the operations of whOOdoo and WhOOdoo agrees to pay to BGS $49,200 per month (the "Base Fee") for a term of 12 months. The Base Fee shall be adjusted to include an additional fee (the "Acievement Bonus") based upon the number of impressions to the whOOdoo.com websites in any calendar month ("Impressions Per Month"). Once an Impressions Per Month threshold is achieved, the Achievement Bonus shall be added to the Base Fee whether or not that same threshold is again achieved in any following month. In order to receive an additional Achievement Bonus, the next higher Impressions Per Month threshold must be achieved. The Achievement Bonus is calculated as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • April 14th, 2008 • Sonterra Resources, Inc. • Crude petroleum & natural gas • Texas
EMPLOYMENT AGREEMENT, dated as of February 14, 2008 (this “Agreement”), by and between Sonterra Resources, Inc. (f/k/a River Capital Group, Inc.), a Delaware corporation (the “Company”), and Michael J. Pawelek (the “Employee”).
Exhibit 10.6 Joinder to Security Agreement The undersigned, RIVER CAPITAL GROUP, INC., a Delaware corporation, hereby joins in the execution of that certain Security Agreement dated as of July 9, 2007 (as amended, restated, supplemented or otherwise...Joinder to Security Agreement • August 9th, 2007 • River Capital Group, Inc. • Fire, marine & casualty insurance
Sonterra Resources, Inc. San Antonio, Texas June 19, 2008Termination Agreement • June 27th, 2008 • Sonterra Resources, Inc. • Crude petroleum & natural gas • Texas
This letter agreement shall confirm our understanding with respect to the Employment Agreement dated February 14, 2008, between Sonterra Resources, Inc. (the “Company”) and you (the “Employment Agreement”). It also confirms our understanding with respect to all of your options to purchase Common Stock of the Company, including those granted to you pursuant to the stock option agreements (the “Option Agreements”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Employment Agreement, and Section references herein shall refer to Sections of the Employment Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • June 27th, 2008 • Sonterra Resources, Inc. • Crude petroleum & natural gas • Texas
EMPLOYMENT AGREEMENT, dated as of June 23, 2008 (this “Agreement”), by and between Sonterra Resources, Inc., a Delaware corporation (the “Company”), and Gary L. Lancaster (the “Employee”).
EXHIBIT 10.1Modification and Amendment Agreement • July 7th, 2006 • River Capital Group, Inc. • Fire, marine & casualty insurance
PLEDGE AGREEMENTPledge Agreement • April 14th, 2008 • Sonterra Resources, Inc. • Crude petroleum & natural gas • New York
THIS PLEDGE AGREEMENT, made as of February 14, 2008 (this “Agreement”), is between SONTERRA OIL & GAS, INC. (f/k/a Sonterra Resources, Inc.), a Delaware corporation (“Pledgor”), and VIKING ASSET MANAGEMENT LLC, a California limited liability company, in its capacity as collateral agent for Buyer identified below (in such capacity, together with its successors and assigns, the “Pledgee”).
PLEDGE AGREEMENTPledge Agreement • December 10th, 2008 • Sonterra Resources, Inc. • Crude petroleum & natural gas • New York
THIS PLEDGE AGREEMENT made as of this 13th day of November, 2008 (this “Agreement”), between VELOCITY ENERGY LIMITED LLC, a Delaware limited liability company (“Pledgor”), and SUMMERLINE ASSET MANAGEMENT, LLC, a Delaware limited liability company, in its capacity as collateral agent for the Buyers identified below (in such capacity, together with its successors and assigns, the “Pledgee”).
FEBRUARY 2008 AMENDMENT AGREEMENTAmendment Agreement • April 14th, 2008 • Sonterra Resources, Inc. • Crude petroleum & natural gas • New York
THIS FEBRUARY 2008 AMENDMENT AGREEMENT (this “Amendment”) is made as of February 14, 2008, by and between SONTERRA RESOURCES, INC., a Delaware corporation (f/k/a River Capital Group, Inc., Ballistic Ventures, Inc., a whOOdoo.com, Inc., Greystone Credit Inc. and Permastoprust International, Inc.), with principal offices located at 7 Reid Street, Suite 312, Hamilton Bermuda, HM11 prior to the Exchange Closing (as defined in the Exchange Agreement) and to be located at 300 East Sonterra Boulevard, San Antonio, Texas, 78258 as of and after the Exchange Closing (“RCGI”), and THE LONGVIEW FUND, L.P., a California limited partnership with its principal offices located at 600 Montgomery Street, 44th Floor, San Francisco, CA 94111 and other offices in Connecticut and New York (“Longview”). Capitalized terms not otherwise defined herein shall have the meanings given to them in the Exchange Agreement (as defined below).
GUARANTYGuaranty • April 14th, 2008 • Sonterra Resources, Inc. • Crude petroleum & natural gas • New York
This GUARANTY (as amended, restated, supplemented, or otherwise modified and in effect from time to time, this “Guaranty”) is made as of this 14th day of February 2008 (this “Guaranty”), jointly and severally, by Sonterra Oil & Gas, Inc. (f/k/a Sonterra Resources, Inc.), a Delaware corporation (“Sonterra”), Sonterra Operating, Inc., a Delaware corporation (“Operations”; each of Sonterra and Operations, together with each other person or entity who becomes a party to this Guaranty by execution of a joinder in the form of Exhibit A attached hereto, is referred to individually as a “Guarantor” and collectively as the “Guarantors”; provided, that the parties hereto agree that, as of the date hereof, Sonterra and Operations are the only Guarantors) in favor of Viking Asset Management LLC, a California limited liability company in its capacity as collateral agent (together with its successors and assigns in such capacity, the “Collateral Agent”) for the benefit of Buyer (as hereinafter defin
Joinder to Security AgreementSecurity Agreement • April 14th, 2008 • Sonterra Resources, Inc. • Crude petroleum & natural gas
The undersigned, SONTERRA RESOURCES, INC., f/k/a RIVER CAPITAL GROUP, INC., a Delaware corporation, hereby joins in the execution of that certain Security Agreement dated as of July 9, 2007 (as amended by the First Amendment to Security Agreement, dated as of August 3, 2007, and as may be further amended, restated, supplemented or otherwise modified and in effect from time to time, the “Security Agreement”) by and between Sonterra Oil & Gas, Inc. (f/k/a Sonterra Resources, Inc.), a Delaware corporation, Buyer (as defined therein), and each other Person that becomes a Debtor thereunder after the date thereof and hereof and pursuant to the terms thereof, to and in favor of Viking Asset Management, LLC, in its capacity as Collateral Agent for Buyer. By executing this Joinder, the undersigned hereby agrees that it is a Debtor thereunder and agrees to be bound by all of the terms and provisions of the Security Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 14th, 2008 • Sonterra Resources, Inc. • Crude petroleum & natural gas • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 14, 2008, by and between Sonterra Resources, Inc. (f/k/a River Capital Group, Inc.), a Delaware corporation, with headquarters currently located at Suite 312, 7 Reid Street, Hamilton Bermuda HM11, and to be located after the Exchange Closing Date at 300 East Sonterra Boulevard, Suite 1220, San Antonio, Texas 78258, Texas (the “Company”), and The Longview Fund, L.P., a California limited partnership (“Buyer”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • July 29th, 2009 • Velocity Energy Inc. • Crude petroleum & natural gas • Texas
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is made this 27th day of July, 2009, by and between VELOCITY ENERGY INC. (f/k/a Sonterra Resources, Inc.), a Delaware corporation (the “Company” or “Velocity”), and THE LONGVIEW FUND, L.P., a California limited partnership (the “Stockholder”), to be effective as of November 1, 2008 (the “Effective Date”).
GUARANTYGuaranty • November 20th, 2008 • Sonterra Resources, Inc. • Crude petroleum & natural gas • New York
This GUARANTY (as amended, restated, supplemented, or otherwise modified and in effect from time to time, this “Guaranty”) is made as of this 13th day of November, 2008, jointly and severally, by NORTH TEXAS DRILLING SERVICES, INC., a Texas corporation (“North Texas”), SONTERRA OPERATING, INC., a Delaware corporation (“Operating”), VELOCITY ENERGY LIMITED LLC, a Texas limited liability company (“Limited”), VELOCITY ENERGY INC., a Delaware corporation (“Velocity”), VELOCITY ENERGY OFFSHORE LP, a Delaware limited partnership (“Offshore”), VELOCITY ENERGY PARTNERS LP, a Delaware limited partnership (“Onshore”; North Texas, Operating, Limited, Velocity, Offshore and Onshore, together with each other person or entity who becomes a party to this Guaranty by execution of a joinder in the form of Exhibit A attached hereto, is referred to individually as a “Guarantor” and collectively as the “Guarantors”; provided, that the parties hereto agree that, as of the date hereof, North Texas, Operatin
