River Capital Group, Inc. Sample Contracts

RECITAL -------
Employment Agreement • August 9th, 2007 • River Capital Group, Inc. • Fire, marine & casualty insurance • Texas
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RECITALS
Consulting Agreement • February 11th, 2000 • Whoodoo Com Inc • California
EXHIBIT 2.3 ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • February 11th, 2000 • Whoodoo Com Inc • Florida
WHEREAS:
Pledge Agreement • August 9th, 2007 • River Capital Group, Inc. • Fire, marine & casualty insurance • New York
FORM OF
Control Agreement • August 9th, 2007 • River Capital Group, Inc. • Fire, marine & casualty insurance • New York
RECITAL -------
Employment Agreement • August 9th, 2007 • River Capital Group, Inc. • Fire, marine & casualty insurance • Texas
SUBSCRIPTION AGREEMENT DATED MAY 31, 2005 BETWEEN RIVER CAPITAL GROUP, INC. AND THE SUBSCRIBERS NAMED THEREIN SUBSCRIPTION AGREEMENT
Subscription Agreement • June 7th, 2005 • River Capital Group, Inc. • Services-business services, nec • New York

THIS SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of May 23, 2005, by and among River Capital Group, Inc., a Delaware corporation (the "Company"), and the subscribers identified on the signature pages hereto (each a “Subscriber” and collectively, the “Subscribers” if more than one).

SECURITY AGREEMENT
Security 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

GUARANTY
Guaranty • August 9th, 2007 • River Capital Group, Inc. • Fire, marine & casualty insurance • New York
AMENDMENT NO. 1 DATED DECEMBER 30, 2005
Share Exchange Agreement • January 6th, 2006 • River Capital Group, Inc. • Services-business services, nec

THIS AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENT dated as of December 30, 2005 ("Amendment No. 1"), entered into by and among River Capital Group, Inc., a Delaware corporation ("River Group"), River Capital Holdings Limited, a Barbados corporation ("River Holdings"), Strategy Holding Company Limited, a Barbados corporation, Longview Fund, LP, Longview Equity Fund, LP, Longview International Equity Fund, LP, and Concorde Capital Limited, a Bermuda corporation, (collectively the "Shareholders").

EXHIBIT 10.1 [GRAPHIC OMITTED] BGS (Southwest Florida), Inc. 1660 Trade Center Way Naples, Florida 34109 Dear Mr. Mylla: This letter confirms our understanding regarding the management services that BGS (Soutwest Florida) Inc. ("BGS") has agreed to...
Whoodoo Com Inc • February 11th, 2000

This letter confirms our understanding regarding the management services that BGS (Soutwest Florida) Inc. ("BGS") has agreed to provide to whOOdoo.com, inc. ("whOOdoo"). BGS agrees to manage the operations of whOOdoo and WhOOdoo agrees to pay to BGS $49,200 per month (the "Base Fee") for a term of 12 months. The Base Fee shall be adjusted to include an additional fee (the "Acievement Bonus") based upon the number of impressions to the whOOdoo.com websites in any calendar month ("Impressions Per Month"). Once an Impressions Per Month threshold is achieved, the Achievement Bonus shall be added to the Base Fee whether or not that same threshold is again achieved in any following month. In order to receive an additional Achievement Bonus, the next higher Impressions Per Month threshold must be achieved. The Achievement Bonus is calculated as follows:

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EXHIBIT 10.1
Modification and Amendment Agreement • July 7th, 2006 • River Capital Group, Inc. • Fire, marine & casualty insurance
EMPLOYMENT AGREEMENT
Employment Agreement • April 14th, 2008 • Sonterra Resources, Inc. • Crude petroleum & natural gas • Texas

EMPLOYMENT AGREEMENT, dated as of February 14, 2008 (this “Agreement”), by and between Sonterra Resources, Inc. (f/k/a River Capital Group, Inc.), a Delaware corporation (the “Company”), and Michael J. Pawelek (the “Employee”).

Sonterra Resources, Inc. San Antonio, Texas June 19, 2008
Sonterra Resources, Inc. • June 27th, 2008 • Crude petroleum & natural gas • Texas

This letter agreement shall confirm our understanding with respect to the Employment Agreement dated February 14, 2008, between Sonterra Resources, Inc. (the “Company”) and you (the “Employment Agreement”). It also confirms our understanding with respect to all of your options to purchase Common Stock of the Company, including those granted to you pursuant to the stock option agreements (the “Option Agreements”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Employment Agreement, and Section references herein shall refer to Sections of the Employment Agreement.

EMPLOYMENT AGREEMENT
Employment Agreement • June 27th, 2008 • Sonterra Resources, Inc. • Crude petroleum & natural gas • Texas

EMPLOYMENT AGREEMENT, dated as of June 23, 2008 (this “Agreement”), by and between Sonterra Resources, Inc., a Delaware corporation (the “Company”), and Gary L. Lancaster (the “Employee”).

PLEDGE AGREEMENT
Pledge Agreement • April 14th, 2008 • Sonterra Resources, Inc. • 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”).

PLEDGE AGREEMENT
Pledge 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”).

FEBRUARY 2008 AMENDMENT AGREEMENT
Amendment Agreement • April 14th, 2008 • Sonterra Resources, Inc. • 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).

GUARANTY
Guaranty • April 14th, 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 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

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 14th, 2008 • Sonterra Resources, Inc. • 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”).

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • July 29th, 2009 • Velocity Energy Inc. • Crude petroleum & natural gas • Texas

THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is made this 27th day of July, 2009, by and between VELOCITY ENERGY INC. (f/k/a Sonterra Resources, Inc.), a Delaware corporation (the “Company” or “Velocity”), and THE LONGVIEW FUND, L.P., a California limited partnership (the “Stockholder”), to be effective as of November 1, 2008 (the “Effective Date”).

GUARANTY
Guaranty • 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, 2008
Securities 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”).

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