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”).
DEPOSIT ACCOUNT CONTROL AGREEMENTDeposit Account Control Agreement • December 10th, 2008 • Sonterra Resources, Inc. • Crude petroleum & natural gas • New York
This DEPOSIT ACCOUNT CONTROL AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), by and among the Bank identified above, the Company identified above, and the Secured Party/Pledgee identified above (the “Collateral Agent”) is dated as of the date written above.
DEPOSIT ACCOUNT CONTROL AGREEMENTDeposit Account Control Agreement • December 10th, 2008 • Sonterra Resources, Inc. • Crude petroleum & natural gas
This DEPOSIT ACCOUNT CONTROL AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), by and among the Bank identified above, the Company identified above, and the Secured Party/Pledgee identified above (the “Collateral Agent”) is dated as of the date written above.
DEPOSIT ACCOUNT CONTROL AGREEMENTDeposit Account Control Agreement • December 10th, 2008 • Sonterra Resources, Inc. • Crude petroleum & natural gas
This DEPOSIT ACCOUNT CONTROL AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), by and among the Bank identified above, the Company identified above, and the Secured Party/Pledgee identified above (the “Collateral Agent”) is dated as of the date written above.
December 4, 2008 Mr. D. E. Vandenberg CEO and President Sonterra Resources, Inc. Houston, Texas 78258 Dear Don:Sonterra Resources, Inc. • December 10th, 2008 • Crude petroleum & natural gas
Reference is hereby made to each of (i) that certain Securities Purchase Agreement, dated as of November 13, 2008, by and between Sonterra Resources, Inc. (the “Company”) and Longview Marquis Master Fund, L.P. (“Marquis”) (such Securities Purchase Agreement, as amended, restated, supplemented or modified and in effect from time to time, the “SPA”), and (ii) the Supplemental Account Control Agreement (as defined in the SPA) (the “SACA”). Pursuant to the SPA, $5,000,000 (the “Acquisition Funds”) paid by Marquis to the Company pursuant to the SPA is being held in a deposit account at Sterling Bank (account no. 5000389794) covered by the SACA (the “Deposit Account”), to be used to fund Agreed Acquisitions (as defined in the SPA), subject to the terms of the SPA. Capitalized terms used herein without definition shall have the meanings ascribed to them in the SPA.
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 • December 10th, 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”).
SECURITY AGREEMENTSecurity Agreement • December 10th, 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
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 • December 10th, 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”).
ContractSubordination Agreement • December 10th, 2008 • Sonterra Resources, Inc. • Crude petroleum & natural gas • New York
This SUBORDINATION AGREEMENT (this “Agreement”) dated as of November 13, 2008 is 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, each an “Obligor” and, together, “Obligors”), Longview Marquis Master Fund, L.P., a British Virgin Island limited partnership (“Marquis”), The Longview Fund, L.P., a California limited partnership (“Longview”), the Buyers (as defined below), and Summerline Asset Management, LLC, a Delaware limited liability company, in its capacity as collateral ag
