PLEDGE AGREEMENTPledge Agreement • February 20th, 2008 • Longview Fund Lp • 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”).
FEBRUARY 2008 AMENDMENT AGREEMENTAmendment Agreement • February 20th, 2008 • Longview Fund Lp • 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 • February 20th, 2008 • Longview Fund Lp • 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 • February 20th, 2008 • Longview Fund Lp • 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 • February 20th, 2008 • Longview Fund Lp • 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”).
Joinder to Security AgreementSecurity Agreement • February 20th, 2008 • Longview Fund Lp • Crude petroleum & natural gas
The undersigned, SONTERRA OPERATING, 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.
