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
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
SECURITIES EXCHANGE AGREEMENT BY AND AMONG SONTERRA RESOURCES, INC., THE LONGVIEW FUND, L.P. AND LONGVIEW MARQUIS MASTER FUND, L.P. Dated as of November 13, 2008Securities Exchange Agreement • November 20th, 2008 • Sonterra Resources, Inc. • Crude petroleum & natural gas • New York
SECURITIES EXCHANGE AGREEMENT (the “Agreement”), dated as of November 13, 2008, by and among Sonterra Resources, Inc., a Delaware corporation, with principal offices located at 523 North Sam Houston Pkwy. East, Suite 175, Houston, Texas 77060 (together with its predecessors, the “Company”), The Longview Fund, L.P., a California limited partnership (“Longview”) and Longview Marquis Master Fund, L.P., a British Virgin Island limited partnership (“Marquis” and, together with Longview, each a “Buyer” and, collectively, the “Buyers”).
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
SECURITIES PURCHASE AGREEMENT BY AND AMONG SONTERRA RESOURCES, INC. AND THE PERSONS LISTED ON THE SCHEDULE OF BUYERS ATTACHED HERETO Dated as of November 13, 2008Securities Purchase Agreement • November 20th, 2008 • Sonterra Resources, Inc. • Crude petroleum & natural gas • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 13, 2008, by and among Sonterra Resources, Inc., a Delaware corporation, with principal offices located at 523 North Sam Houston Pkwy. East, Suite 175, Houston, Texas 77060 (together with its predecessors, the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and, collectively, the “Buyers”).
CONVEYANCE OF OVERRIDING ROYALTY INTERESTSonterra Resources, Inc. • November 20th, 2008 • Crude petroleum & natural gas
For a good and valuable consideration, the receipt of which is hereby acknowledged, Sonterra Resources, Inc., a Delaware corporation, with principal offices located at 523 North Sam Houston Parkway East, Suite 175, Houston, Texas 77060 (“Grantor”), does hereby grant, bargain, sell, transfer, assign and convey to Longview Marquis Master Fund, L.P. (“Grantee”), a British Virgin Island limited partnership, whose address is c/o Summerline Asset Management LLC, 70 West Red Oak Lane, 4th Floor, White Plains, New York 10604, Attention: Robert Brantman, an overriding royalty interest (the “Overriding Royalty”) equal to three percent (3%) of the Applicable Percentage (defined below) of the oil, gas and other minerals in, under and that may be produced from the lands (a) described in Exhibit “A” attached hereto and made a part hereof or (b) covered by the oil and gas leases described in such Exhibit “A” (collectively the “Subject Lands”), commencing at the Effective Time (defined below) and at a
