EXHIBIT 10.23 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,...Warrant Agreement • April 15th, 2008 • South Texas Oil Co • Crude petroleum & natural gas • New York
WHEREAS:Pledge Agreement • April 15th, 2008 • South Texas Oil Co • Crude petroleum & natural gas • New York
CONTRACT OPERATING AGREEMENT THIS CONTRACT OPERATING AGREEMENT (this "CONTRACT OPERATING AGREEMENT" or this "AGREEMENT") is entered into this ___ day of March, 2008, to be effective as of the 1st day of April, 2008 ("EFFECTIVE DATE"), between and...Operating Agreement • April 15th, 2008 • South Texas Oil Co • Crude petroleum & natural gas • Texas
EXHIBIT 10.25 AMENDED AND RESTATED SECURITY AGREEMENT THIS AMENDED AND RESTATED SECURITY AGREEMENT ("Agreement") dated as of April 1, 2008, among South Texas Oil Company, a Nevada corporation ("Company"), Southern Texas Oil Company, a Texas...Security Agreement • April 15th, 2008 • South Texas Oil Co • Crude petroleum & natural gas • New York
GUARANTYGuaranty • April 15th, 2008 • South Texas Oil Co • Crude petroleum & natural gas
ARTICLE IPurchase and Sale Agreement • September 26th, 2007 • South Texas Oil Co • Crude petroleum & natural gas • Texas
Exhibit 99.1 - First Amendment to Loan Agreement and Revolving Credit Note FIRST AMENDMENT TO LOAN AGREEMENT AND REVOLVING CREDIT NOTE THIS FIRST AMENDMENT TO LOAN AGREEMENT (this "AGREEMENT") is made as of September 25, 2007, between South Texas Oil...Loan Agreement • September 26th, 2007 • South Texas Oil Co • Crude petroleum & natural gas • New York
EXHIBIT 10.20 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of April 1, 2008 (the "AMENDMENT DATE"), by and among South Texas Oil Company, a Nevada corporation with its principal offices located at 769...Securities Purchase Agreement • April 15th, 2008 • South Texas Oil Co • Crude petroleum & natural gas • New York
EXHIBIT 99.5 - WARRANT AGREEMENT THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT...Warrant Agreement • February 8th, 2007 • South Texas Oil Co • Crude petroleum & natural gas • New York
EXHIBIT 99.1 - LOAN AGREEMENT LOAN AGREEMENT LOAN AGREEMENT, dated as of January ___, 2007 (this "Agreement"), between SOUTH TEXAS OIL COMPANY, a Nevada corporation ("Borrower"), and LONGVIEW FUND, L.P., a California limited partnership (together with...Loan Agreement • February 8th, 2007 • South Texas Oil Co • Crude petroleum & natural gas • New York
EXHIBIT 99.1 Subscription Agreement SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of July 28, 2005, by and among South Texas Oil Company (formerly known as Nutek Oil, Inc.), a Nevada corporation (the "Company"), and...Subscription Agreement • August 1st, 2005 • South Texas Oil Co • Crude petroleum & natural gas • New York
EXHIBIT 99.3 - SECURITY AGREEEMENT SECURITY AGREEMENT 1. Identification. This Security Agreement (the "Agreement"), dated as of January ___, 2007, is entered into by and between South Texas Oil Company, a Nevada corporation ("Debtor") and Longview...Security Agreement • February 8th, 2007 • South Texas Oil Co • Crude petroleum & natural gas • New York
EXHIBIT 10.15: Executive Compensation Agreement - Edward B. Shaw EXECUTIVE COMPENSATION AGREEMENTExecutive Compensation Agreement • April 3rd, 2006 • South Texas Oil Co • Crude petroleum & natural gas • Nevada
99.1 DCP Mainstream LP Gas Contract dated October 1, 2007 GAS PURCHASE CONTRACT This Gas Purchase Contract (the "Contract") is entered as of October 1, 2007, between SOUTH TEXAS OIL COMPANY ("Seller") and DCP MIDSTREAM, LP ("Buyer"). For and in...Gas Purchase Contract • February 26th, 2008 • South Texas Oil Co • Crude petroleum & natural gas
EXHIBIT 10.13: Stock Option Agreement - Conrad Humbke NUTEK OIL, INC. EXECUTIVE STOCK OPTION AGREEMENT NUTEK OIL, INC. (the "Company"), desiring to afford an opportunity to the Grantee named below to purchase certain shares of the Company's Common...Stock Option Agreement • April 7th, 2005 • Nutek Oil Inc. • Crude petroleum & natural gas • Nevada
DEPOSIT ACCOUNT CONTROL AGREEMENT THIS DEPOSIT ACCOUNT CONTROL AGREEMENT (this "Agreement") is entered into as of April ____, 2008, by and among the following parties: PARTIES: VIKING ASSET MANAGEMENT, LLC, a California limited liability company...Deposit Account Control Agreement • April 15th, 2008 • South Texas Oil Co • Crude petroleum & natural gas • Texas
EXHIBIT 10.8: Stock Option Agreement - Jason F. Griffith (Attached to Employment Contract of Jason F. Griffith as Exhibit A) NUTEK OIL, INC. EXECUTIVE STOCK OPTION AGREEMENT NUTEK OIL, INC. (the "Company"), desiring to afford an opportunity to the...Stock Option Agreement • April 30th, 2004 • Nutek Oil Inc. • Nevada
EMPLOYMENT AGREEMENTEmployment Agreement • October 3rd, 2008 • South Texas Oil Co • Crude petroleum & natural gas • Nevada
EMPLOYMENT AGREEMENT, dated as of October 2, 2008 (this “Employment Agreement”), by and between South Texas Oil Company, a Nevada corporation (the “Company”), having a place of business at 300 E. Sonterra Blvd., San Antonio, Texas 78258, and Theodore J. Wicks (the “Employee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 16th, 2009 • South Texas Oil Co • Crude petroleum & natural gas • Texas
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 16, 2009, by and among South Texas Oil Company, a Nevada corporation with its principal offices located at 300 E. Sonterra Blvd., Suite 1220, San Antonio, Texas 78258 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (each individually, a “Buyer,” and collectively, the “Buyers”).
EXHIBIT 10.16: Stock Option Agreement - Edward Shaw (Attached to Employment Contract of Edward B. Shaw as Exhibit A) SOUTH TEXAS OIL COMPANY EXECUTIVE STOCK OPTION AGREEMENT SOUTH TEXAS OIL COMPANY (the "Company"), desiring to afford an opportunity to...Stock Option Agreement • April 3rd, 2006 • South Texas Oil Co • Crude petroleum & natural gas • Nevada
JUNE 2009 WAIVER AND AMENDMENT AGREEMENTWaiver and Amendment Agreement • June 16th, 2009 • South Texas Oil Co • Crude petroleum & natural gas • New York
THIS JUNE 2009 WAIVER AND AMENDMENT AGREEMENT (this “Agreement”) is made as of June 16, 2009, among South Texas Oil Company, a Nevada corporation (the “Company”), the Subsidiaries (as defined in the Purchase Agreements (as defined below)), Longview Marquis Master Fund, L.P., a British Virgin Islands limited partnership (“Marquis”), and Summerview Marquis Fund, L.P., a Delaware limited partnership (“Summerview” and, together with Marquis, the “Buyers”).
EXHIBIT 10.3: Executive Compensation Agreement - Murray N. Conradie EXECUTIVE COMPENSATION AGREEMENTExecutive Compensation Agreement • April 30th, 2004 • Nutek Oil Inc. • Nevada
ContractWarrant Agreement • June 16th, 2009 • South Texas Oil Co • Crude petroleum & natural gas • Texas
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SOUTH TEXAS OIL COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITY AGREEMENTSecurity Agreement • September 24th, 2008 • South Texas Oil Co • Crude petroleum & natural gas • New York
THIS SECURITY AGREEMENT (“Agreement”) dated as of September 19, 2008, among South Texas Oil Company, a Nevada corporation (“Company”), Southern Texas Oil Company, a Texas corporation (“Southern Texas”), STO Operating Company, a Texas corporation formerly known as Leexus Operating Company (“STO Operating”), STO Properties LLC, a Texas limited liability company (“STO Properties”), STO Drilling Company, a Texas corporation (“STO Drilling”; each such corporation or limited liability company, including Company, and 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 referred to individually as a “Debtor” and, collectively, as the “Debtors”), and Viking Asset Management, LLC, a California limited liability company, in its capacity as Collateral Agent (as defined below) for the benefit of the entities (the “Buyers”) identified on the Schedule of Buyers attached to the Purchase Agreement defined below (as
EXHIBIT 10.14 Purchase Agreement - Mineral Acres Nutek Oil, Inc. of 6330 McLeod Drive, Suite 1, Las Vegas, NV 89120, desires to purchase the herein described selected mineral acres and equipment from JGM Oil Investments, LLC, as Sellers under the...Purchase Agreement • April 7th, 2005 • Nutek Oil Inc. • Crude petroleum & natural gas
INTERCREDITOR AGREEMENTIntercreditor Agreement • June 16th, 2009 • South Texas Oil Co • Crude petroleum & natural gas • New York
This INTERCREDITOR AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of June 10, 2009 is among SOUTH TEXAS OIL COMPANY, a Nevada corporation (the “Company”), SOUTHERN TEXAS OIL COMPANY., a Texas corporation (“Southern Texas”), STO OPERATING COMPANY, a Texas corporation (“STO Operating”), STO PROPERTIES LLC, a Texas limited liability company (“STO Properties”), STO DRILLING COMPANY, a Texas corporation (“STO Drilling”; each of Company, Southern Texas, STO Operating, STO Properties, STO Drilling and each other Person (as defined below) who guarantees, or grants a Lien (as defined below) on its assets to secure “Note Debt” (as defined below) and/or Convertible Debt (as defined below) is referred to individually as an “Obligor” and collectively as the “Obligors”), the Convertible Debt Creditors (as defined below), the Buyers (as defined below), and VIKING ASSET MANAGEMENT, LLC, a California limited liability c
CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION AGREEMENTConfidentiality, Non-Solicitation and Non-Competition Agreement • June 25th, 2008 • South Texas Oil Co • Crude petroleum & natural gas • Texas
This Confidentiality, Non-Solicitation and Non-Competition Agreement (this “Agreement”), is made and entered into as of June 23, 2008, between South Texas Oil Company, a Nevada corporation (the “Company”), and Sherry L. Spurlock (“Spurlock”).
April 8, 2008 South Texas Oil Company 769 Highway 95 N. Bastrop, Texas 78602 Attention: J. Scott Zimmerman, Chief Executive Officer RE: DEPOSIT ACCOUNT CONTROL AGREEMENTS Ladies and Gentlemen: Reference is hereby made to that certain Securities...Deposit Account Control Agreement • April 15th, 2008 • South Texas Oil Co • Crude petroleum & natural gas
Reference is hereby made to that certain Securities Purchase Agreement, dated as of April 1, 2008 (as amended, restated, supplemented or otherwise modified and in effect from time to time, and including all rights, claims and remedies with respect thereto, the "PURCHASE AGREEMENT"), among South Texas Oil Company, a Nevada corporation (the "COMPANY"), The Longview Fund, L.P., a California limited partnership ("LONGVIEW FUND"), and Longview Marquis Master Fund, L.P., a British Virgin Islands limited partnership ("MARQUIS FUND" and, together with Longview Fund, the "BUYERS"), and that certain letter agreement, dated April 1, 2008, executed by the Collateral Agent, the Buyers, the Company and the Subsidiaries, in connection therewith (the "LETTER AGREEMENT"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement
SEPTEMBER 2008 WAIVER AND AMENDMENTWaiver and Amendment • September 24th, 2008 • South Texas Oil Co • Crude petroleum & natural gas • New York
THIS SEPTEMBER 2008 WAIVER AND AMENDMENT (this “Agreement”) is made as of September 19, 2008, among South Texas Oil Company, a Nevada corporation (the “Company”), the Subsidiaries, The Longview Fund, L.P., a California limited partnership (“Longview”), and Longview Marquis Master Fund, L.P., a British Virgin Islands limited partnership (“Marquis” and together with Longview, the “Buyers”). Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to them in the Purchase Agreement (as defined below).
GUARANTYGuaranty • September 24th, 2008 • South Texas Oil Co • Crude petroleum & natural gas
This GUARANTY (this “Guaranty”) is made as of this 19th day of September, 2008, by Southern Texas Oil Company, a Texas corporation, STO Operating Company, a Texas corporation formerly known as Leexus Operating Company, STO Properties LLC, a Texas limited liability company, and STO Drilling Company, a Texas corporation, (each such entity, together with each other entity that becomes a party to this Guaranty, is referred to individually as a “Guarantor” and collectively as the “Guarantors”) in favor of Viking Asset Management, LLC, a California limited liability company (“Collateral Agent”), in its capacity as collateral agent for the benefit of the entities identified on the Schedule of Buyers attached to the Purchase Agreement defined below (together with their successors and assigns, the “Buyers”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • September 24th, 2008 • South Texas Oil Co • Crude petroleum & natural gas • New York
THIS INTERCREDITOR AGREEMENT (this “Agreement”), dated as of September 19, 2008, is by and among (a) Viking Asset Management, LLC, a California limited liability company, as Bridge Agent (as defined below), (b) the Bridge Buyers (as defined below), (c) Viking Asset Management, LLC, a California limited liability company, as Initial Purchase Agent (as defined below), and (d) the Initial Buyers (as defined below).
CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION AGREEMENTConfidentiality, Non-Solicitation and Non-Competition Agreement • June 25th, 2008 • South Texas Oil Co • Crude petroleum & natural gas • Texas
This Confidentiality, Non-Solicitation and Non-Competition Agreement (this “Agreement”), is made and entered into as of June 23, 2008, between South Texas Oil Company, a Nevada corporation (the “Company”), and Michael Pawelek (“Pawelek”).
JUNE 2008 AMENDMENT TO SENIOR NOTES AND PURCHASE AGREEMENTSenior Notes and Purchase Agreement • July 2nd, 2008 • South Texas Oil Co • Crude petroleum & natural gas • New York
THIS JUNE 2008 AMENDMENT TO SENIOR NOTES AND PURCHASE AGREEMENT (this “Agreement”) is made as of June 30, 2008, among South Texas Oil Company, a Nevada corporation (the “Company”), the Subsidiaries, The Longview Fund, L.P., a California limited partnership (“Longview”), and Longview Marquis Master Fund, L.P., a British Virgin Islands limited partnership (“Marquis” and together with Longview, the “Buyers”). Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to them in the Purchase Agreement (as amended hereby) (as defined below).
EXHIBIT 10.2: Purchase Agreement - Mineral Acres Nutek Oil, Inc. of 23792 Rockfield Blvd., Suite 140, Lake Forest, California 92630, as represented by its President and CEO, Mr. Murray Conradie, as Purchaser, desires to purchase the herein described...Purchase Agreement • April 30th, 2004 • Nutek Oil Inc.
AND RESTATED DEPOSIT ACCOUNT CONTROL AGREEMENTDeposit Account Control Agreement • September 24th, 2008 • South Texas Oil Co • Crude petroleum & natural gas • Texas
THIS AMENDED AND RESTATED DEPOSIT ACCOUNT CONTROL AGREEMENT (this “Agreement”) is entered into as of September 19, 2008, by and among the following parties:
