SECURITY AGREEMENTSecurity Agreement • July 27th, 2006 • Wentworth Energy, Inc. • Crude petroleum & natural gas • New York
SECURITY AGREEMENT, dated as of July__, 2006 (this "Agreement") made by WENTWORTH ENERGY, INC., an Oklahoma corporation (the "Company"), and the undersigned subsidiaries of the Company (each a "Grantor" and collectively and together with the Company the "Grantors"), in favor of CASTLERIGG MASTER INVESTMENTS LTD., a company organized under the laws of the British Virgin Islands, in its capacity as collateral agent (in such capacity, the "Collateral Agent") for the "Buyers" (as defined below) party to the Securities Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the "Securities Purchase Agreement").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 27th, 2006 • Wentworth Energy, Inc. • Crude petroleum & natural gas • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 24, 2006, by and among Wentworth Energy, Inc., a Oklahoma corporation, with headquarters located at 115 West 7th Street, Suite 1415, Fort Worth, Texas 76102 (the "Company"), and the undersigned buyers (each, a "Buyer", and collectively, the "Buyers").
GUARANTYGuaranty • July 27th, 2006 • Wentworth Energy, Inc. • Crude petroleum & natural gas • New York
GUARANTY, dated as of July __, 2006 made by each of the undersigned (each a "Guarantor", and collectively, the "Guarantors"), in favor of CASTLERIGG MASTER INVESTMENTS LTD., a company organized under the laws of the British Virgin Islands, in its capacity as collateral agent (in such capacity, the "Collateral Agent") for the "Buyers" (as defined below) party to the Securities Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the "Securities Purchase Agreement").
PLEDGE AGREEMENTPledge Agreement • July 27th, 2006 • Wentworth Energy, Inc. • Crude petroleum & natural gas • New York
PLEDGE AGREEMENT (this “Agreement”), dated as of July __, 2006, made by each entity listed as a pledgor on the signature pages hereto (each a “Pledgor” and collectively, the “Pledgors”), in favor of CASTLERIGG MASTER INVESTMENTS LTD., a company organized under the laws of the British Virgin Islands, in its capacity as collateral agent (in such capacity, the "Collateral Agent") for the "Buyers" (as defined below) party to the Securities Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the "Securities Purchase Agreement").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 27th, 2006 • Wentworth Energy, Inc. • Crude petroleum & natural gas • New York
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of July 24, 2006, by and among Wentworth Energy, Inc., a Oklahoma corporation, with headquarters located at 115 West 7th Street, Suite 1415, Fort Worth, Texas 76102 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
AMENDMENT TO ENGAGEMENT LETTER DATED APRIL 5, 2006 BY AND BETWEEN EKN AND WENTWORTH ENERGY, INC.Engagement Letter • July 27th, 2006 • Wentworth Energy, Inc. • Crude petroleum & natural gas
This letter amends and terminates the existing letter agreement referenced above by amending the following sections:
INVESTMENT BANKING AGREEMENTInvestment Banking Agreement • July 27th, 2006 • Wentworth Energy, Inc. • Crude petroleum & natural gas • New York
THIS AGREEMENT (the “Agreement”) dated as of April 7, 2006 by and between Wentworth Energy, Inc. with its principal address at 115 West 7th Street, Suite 1415, Fort Worth, TX 76102 and its subsidiaries (collectively, the “Company”) and GunnAllen Financial, Inc. with its principal address at 5002 W. Waters Avenue, Tampa, Florida 33634 (the “Banker”).
NUSSBAUM, Inc. New York , New York 10022 jobrien@eknstck.comPlacement Agent Agreement • July 27th, 2006 • Wentworth Energy, Inc. • Crude petroleum & natural gas • New York
This letter agreement (this “Agreement”) confirms the engagement of Ehrenkrantz King Nussbaum Inc. (“EKN”) by Wentworth Energy, Inc. (“WNWG”) as non-exclusive placement agent to arrange the sale of equity or equity-linked securities including convertible preferred, convertible debt and debt with warrants (“Equity” or the “Securities”) on behalf of the Company. The sale of Securities (the “Financing” or “Financings”) may be completed under an effective shelf registration statement, if applicable, or may occur through a private placement pursuant to one or more exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), and in compliance with applicable securities laws of states and other jurisdictions (“Blue Sky Laws”).
PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • July 27th, 2006 • Wentworth Energy, Inc. • Crude petroleum & natural gas • California
This agreement dated June 7, 2006 by and between COLE BUSINESS DEVELOPMENT, LLC, a Nevada Limited Liability Company (“The Consultant”) and WENTWORTH ENERGY INC., an Oklahoma Corporation (“The Company”), is hereby executed according to the following terms:
Cornell Capital Partners, LPSecurities Purchase Agreement • July 27th, 2006 • Wentworth Energy, Inc. • Crude petroleum & natural gas • New Jersey
This Letter Agreement (“Agreement”) will confirm the understanding between Wentworth Energy, Inc. (the “Company”) and Cornell Capital Partners, LP (the “Cornell”). This Agreement shall become effective upon the Company’s consummation of a financing transaction with the purchasers of Senior Secured Convertible Notes (the “Notes”) that will result in the Company receiving gross proceeds of at least Thirty Million Dollars ($30,000,000) substantially in the form of the term sheet attached hereto as Exhibit A (the “Note Transaction”).
INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • July 27th, 2006 • Wentworth Energy, Inc. • Crude petroleum & natural gas • New York
INTERCREDITOR AND SUBORDINATION AGREEMENT dated as of July __, 2006, made by Cornell Capital Partners, LP (the "Subordinated Lender") , Wentworth Energy, Inc. an Oklahoma corporation (the "Company"), Wentworth Oil & Gas, Inc., a Nevada corporation, (the "Subsidiary" and collectively with the Company, the "Obligors"), and Castlerigg Master Investments Ltd. as collateral agent (the "Senior Agent") for the holders of the Senior Debt (as hereinafter defined), including, but not limited to, the Senior Agent and each other holder of the Senior Notes (as defined below) (collectively, the “Senior Lenders”).
