AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 6th, 2007 • Wentworth Energy, Inc. • Crude petroleum & natural gas • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (as amended, restated or otherwise modified from time to time, this “Agreement”), dated as of October 31, 2007, by and among Wentworth Energy, Inc., an Oklahoma corporation, with headquarters located at 112 E. Oak Street, Suite 200, Palestine, Texas 75801 (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 24th, 2006 • Wentworth Energy, Inc. • Crude petroleum & natural gas • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 12, 2006, by and among WENTWORTH ENERGY, INC., an Oklahoma corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • August 24th, 2006 • Wentworth Energy, Inc. • Crude petroleum & natural gas • New Jersey
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 12, 2006, by and among WENTWORTH ENERGY, INC., an Oklahoma corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).
SECURITY AGREEMENTSecurity Agreement • August 24th, 2006 • Wentworth Energy, Inc. • Crude petroleum & natural gas • New Jersey
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of January 12, 2006, by and between WENTWORTH ENERGY, INC., an Oklahoma corporation with its principal place of business located at 115 West 7th Street, Suite 1400, Fort Worth, TX 76102 (the “Company”), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the “Secured Party”).
ESCROW AGREEMENTEscrow Agreement • August 24th, 2006 • Wentworth Energy, Inc. • Crude petroleum & natural gas • New Jersey
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of January 12, 2006 WENTWORTH ENERGY, INC., an Oklahoma corporation (the “Company”); the Buyer(s) listed on the Securities Purchase Agreement, dated the date hereof (also referred to as the “Investor(s)”), and DAVID GONZALEZ, ESQ., as Escrow Agent hereunder (the “Escrow Agent”).
SECURITY AGREEMENTSecurity Agreement • August 24th, 2006 • Wentworth Energy, Inc. • Crude petroleum & natural gas • New York
SECURITY AGREEMENT, dated as of July 24, 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").
PLEDGE AND ESCROW AGREEMENTPledge and Escrow Agreement • August 24th, 2006 • Wentworth Energy, Inc. • Crude petroleum & natural gas • New Jersey
THIS PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of January 12, 2006 (the “Effective Date”) by and among WENTWORTH ENERGY, INC., a corporation organized and existing under the laws of the State of Oklahoma (the “Pledgor”), CORNELL CAPITAL PARTNERS, LP, (the “Pledgee”), and DAVID GONZALEZ, ESQ., as escrow agent (“Escrow Agent”).
Exhibit 2.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is entered into on September 16, 2002 by and among AVONDALE CAPITAL I CORP., an Oklahoma corporation ("Avondale"), and the...Securities Purchase Agreement • September 27th, 2002 • Avondale Capital I Corp • Blank checks
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 24th, 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").
GUARANTYWentworth Energy, Inc. • August 24th, 2006 • Crude petroleum & natural gas • New York
GUARANTY, dated as of July 24, 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 • August 24th, 2006 • Wentworth Energy, Inc. • Crude petroleum & natural gas • New York
PLEDGE AGREEMENT (this “Agreement”), dated as of July 24, 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 • August 24th, 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").
OIL, GAS AND MINERAL LEASEWentworth Energy, Inc. • November 7th, 2006 • Crude petroleum & natural gas
THIS AGREEMENT made and entered into this 1st day of November, 2006 between Mike Studdard, Individually and as President of Wentworth Energy, Inc. a Oklahoma Corporation. hereinafter called "Lessor (whether one or more), whose post
INVESTMENT BANKING AGREEMENTInvestment Banking Agreement • August 24th, 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.comLetter Agreement • August 24th, 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 • August 24th, 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, LPLetter Agreement • August 24th, 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”).
CONSULTING AGREEMENTConsulting Agreement • August 22nd, 2006 • Wentworth Energy, Inc. • Crude petroleum & natural gas • Texas
WENTWORTH ENERGY, INC., a company duly incorporated under the laws of the State of Oklahoma, having its principal place of business at Suite 1415, 115 West 7th Street, Fort Worth, Texas, 76102 (hereinafter called the "Company")
INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • August 24th, 2006 • Wentworth Energy, Inc. • Crude petroleum & natural gas • New York
INTERCREDITOR AND SUBORDINATION AGREEMENT dated as of July 24, 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”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 2nd, 2006 • Wentworth Energy, Inc. • Crude petroleum & natural gas • Texas
This Stock Purchase Agreement (the “Agreement”) dated as of March 27, 2006, is by and between Wentworth Energy, Inc., an Oklahoma corporation ("WENTWORTH ENERGY"), having its principal offices at 115 West 7th Street, Suite 1415, Fort Worth, Texas 76102 and George Barnes (the “Shareholder”) of 1006 ACR 2212, Palestine, Texas, 75803 the sole shareholder of Barnico Drilling, Inc., a Texas corporation (“BARNICO”).
AMENDMENT TO ENGAGEMENT LETTER DATED APRIL 5, 2006 BY AND BETWEEN EKN AND WENTWORTH ENERGY, INC.Wentworth Energy, Inc. • July 27th, 2006 • Crude petroleum & natural gas
This letter amends and terminates the existing letter agreement referenced above by amending the following sections:
AMENDED AND RESTATED BARNICO GUARANTYBarnico Guaranty • November 6th, 2007 • Wentworth Energy, Inc. • Crude petroleum & natural gas • New York
AMENDED AND RESTATED BARNICO GUARANTY, dated as of October 31, 2007 (as amended, restated or otherwise modified from time to time in accordance with the terms hereof, this “Guaranty”), made by BARNICO DRILLING, INC., a Texas corporation (“Guarantor” or “Barnico”), 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 benefit of the Buyers (as defined below).
RELEASE AND TERMINATION AGREEMENTRelease and Termination Agreement • May 16th, 2008 • Wentworth Energy, Inc. • Crude petroleum & natural gas • New York
THIS RELEASE AND TERMINATION AGREEMENT dated May 12, 2008, (as amended, restated or otherwise modified from time to time, this “Release”), is made by 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 and on behalf of the Buyers in favor of WENTWORTH ENERGY, INC., an Oklahoma corporation (“Wentworth”), and BARNICO DRILLINC, INC., a Texas corporation (“Barnico”)
CONSULTING AGREEMENTConsulting Agreement • August 24th, 2006 • Wentworth Energy, Inc. • Crude petroleum & natural gas • Texas
WENTWORTH ENERGY, INC., a company duly incorporated under the laws of the State of Oklahoma, having its head office at Suite 1415, 115 West 7th Street, Fort Worth, Texas, 76102 (hereinafter called the “Company”)
AMENDMENT TO ENGAGEMENT LETTER DATED APRIL 5, 2006 BY AND BETWEEN EKN AND WENTWORTH ENERGY, INC.Wentworth Energy, Inc. • August 24th, 2006 • Crude petroleum & natural gas
This letter amends and terminates the existing letter agreement referenced above by amending the following sections:
CONSULTING AGREEMENTConsulting Agreement • February 13th, 2006 • Wentworth Energy, Inc. • Crude petroleum & natural gas • Texas
WENTWORTH ENERGY, INC., a company duly incorporated under the laws of the State of Oklahoma, having its head office at Suite 1415, 115 West 7th Street, Fort Worth, Texas, 76102 (hereinafter called the "Company")
AMENDMENT TO ENGAGEMENT LETTER DATED APRIL 5, 2006 BY AND BETWEEN EKN AND WENTWORTH ENERGY, INC.Wentworth Energy, Inc. • July 27th, 2006 • Crude petroleum & natural gas
This letter amends and terminates the existing letter agreement referenced above by amending the following sections:
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 16th, 2008 • Wentworth Energy, Inc. • Crude petroleum & natural gas • Texas
This Stock Purchase Agreement (the “Agreement”) dated as of April 30, 2008, is by and between CamTex Energy, Inc., a Colorado corporation (the “Buyer”) having its principal offices at 15851 Dallas Parkway, Suite 190, Addison, Texas 75001, and Wentworth Energy, Inc., an Oklahoma corporation (“Wentworth”), having its principal offices at 112 East Oak Street, Suite #200, Palestine, Texas 75801, the sole shareholder of Barnico Drilling, Inc., a Texas corporation (“Barnico”).
AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • November 6th, 2007 • Wentworth Energy, Inc. • Crude petroleum & natural gas • New York
AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of October 31, 2007 (as amended, restated or otherwise modified from time to time, this “Agreement”), made by WENTWORTH ENERGY, INC., a company organized under the laws of the State of Oklahoma (“Pledgor”), 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 benefit of the Buyers (as defined below).
AMENDMENT TO ENGAGEMENT LETTER DATED APRIL 5, 2006 BY AND BETWEEN EKN AND WENTWORTH ENERGY, INC.Wentworth Energy, Inc. • August 24th, 2006 • Crude petroleum & natural gas
This letter amends and terminates the existing letter agreement referenced above by amending the following sections:
Stock Option Agreement dated December 13, 2007 by and between Wentworth Energy, Inc. and John Punzo.Stock Option Agreement • December 19th, 2007 • Wentworth Energy, Inc. • Crude petroleum & natural gas
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), HOWEVER THE SHARES THAT WOULD ISSUE HAVE BEEN REGISTERED. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT.
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 2nd, 2006 • Wentworth Energy, Inc. • Crude petroleum & natural gas
This First Amendment to Stock Purchase Agreement (the “Agreement”) dated March 27, 2006 by and between Wentworth Energy, Inc., an Oklahoma corporation ("WENTWORTH ENERGY"), having its principal offices at 115 West 7th Street, Suite 1415, Fort Worth, Texas 76102 and George Barnes (therein called the “Shareholder” whose address is 1006 Anderson County Road 2212, Palestine, Texas, 75803.
LINE OF CREDIT AGREEMENTLine of Credit Agreement • September 19th, 2005 • Wentworth Energy, Inc. • Blank checks • Delaware
THIS AGREEMENT made August 19, 2005, between COACH CAPITAL LLC (the "Lender"), a Delaware limited liability company, of EPS-D (2016), P.O. Box 02-5548Miami, FL 33102; and WENTWORTH ENERGY, INC. (the "Borrower"), an Oklahoma company having an office at Suite 1400-115 West 7th Street, Fort Worth, TX 76102; WITNESSES THAT in consideration of the Lender providing a line of credit to the Borrower, the parties agree as follows:
AGREEMENT OF PURCHASE AND SALE of THE P. D. C. BALL LIMITED PARTNERSHIP MINERAL & ROYALTY ESTATEAgreement of Purchase and Sale • August 2nd, 2006 • Wentworth Energy, Inc. • Crude petroleum & natural gas • Texas
This Agreement for the Purchase and Sale of the Mineral and Royalty Estate of THE P. D. C. BALL LIMITED PARTNERSHIP, a Texas Limited Partnership (hereinafter referred to as the "Property") to be acquired by the undersigned "Seller" is made as of March 29th, 2006 (hereinafter called the "Effective Date"), by and between ROBOCO ENERGY, INC., a Texas corporation, acting by and through its duly authorized officer undersigned (hereinafter referred to as "Seller"), whose address is 5110 Anderson County Road 2206, Palestine, Anderson County, Texas 75801, and WENTWORTH ENERGY, INC., an Oklahoma corporation (hereinafter referred to as "Buyer") whose address is 115 West 7th Street, #1415, Fort Worth, Tarrant County, Texas 76102.
WAIVER AND DEFERRAL OF OCTOBER 1, 2008 QUARTERLY INTEREST PAYMENT RecitalsWaiver and Deferral • November 4th, 2008 • Wentworth Energy, Inc. • Crude petroleum & natural gas
