Capital City Energy Group, Inc. Sample Contracts

CONTRIBUTION AGREEMENT
Contribution Agreement • March 13th, 2008 • Capital City Energy Group, Inc. • Broadwoven fabric mills, cotton • Delaware

THIS CONTRIBUTION AGREEMENT (the “Agreement”) is entered as of this 29th day of October, 2007, by and between Capital City Petroleum, Inc., a Delaware corporation (“Assignee”), and Zenith Fund VIII, LLC (d/b/a Capital City Energy Fund VIII, LLC), an Ohio limited liability company (“Assignor”).

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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • March 13th, 2008 • Capital City Energy Group, Inc. • Broadwoven fabric mills, cotton • Delaware

THIS AGREEMENT AND PLAN OF MERGER is entered into as of March 11, 2008 by and among CAPITAL CITY ENERGY GROUP, INC., a Nevada corporation (“Parent”), BABYDOT ACQUISITION CORP., a Delaware corporation and a wholly-owned subsidiary of Parent (“Acquisition Corp.”), and CAPITAL CITY PETROLEUM, INC., a Delaware corporation (the “Company”).

EMPLOYMENT AGREEMENT
Employment Agreement • January 7th, 2009 • Capital City Energy Group, Inc. • Oil & gas field services, nec • Ohio

THIS EMPLOYMENT AGREEMENT (the “Agreement”) dated as of December 31, 2008, (the “Effective Date”) is by and among Capital City Energy Group, Inc., a Nevada corporation (“CETG”), Hotwell Services, Inc. (the “Company”) and Joseph Sites (“Executive”).

ACCOUNTS RECEIVABLE FINANCING AGREEMENT
Accounts Receivable Financing Agreement • April 2nd, 2009 • Capital City Energy Group, Inc. • Oil & gas field services, nec • Louisiana

This Summary Disclosure is merely a summary of the attached Agreement provided for the convenience of the Client and the Client is urged to read the entire Agreement for all details. In any conflict between this Summary Disclosure and the Agreement, the Agreement prevails. Further, the Client understands that Crestmark assumes no responsibility for the accuracy of this Summary Disclosure, and is not liable for any conflict between this Summary Disclosure and the Agreement, absent gross negligence or willful misconduct.

PARTICIPATION AGREEMENT
Participation Agreement • March 28th, 2008 • Capital City Energy Group, Inc. • Broadwoven fabric mills, cotton • Ohio

THIS AGREEMENT made, executed and concluded this 28th day of March, 2008 by and between Capital City Petroleum, Inc., whose address is 8351 North High Street, Columbus, Ohio 43235, hereinafter called “CCPET” and The Opportunity Fund, LLC whose address is 1335 Dublin Road, Suite 122-D, Columbus, OH, 43215, hereinafter called “Purchaser”.

CAPITAL CITY ENERGY GROUP, INC. NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
Non-Qualified Stock Option Award Agreement • January 7th, 2009 • Capital City Energy Group, Inc. • Oil & gas field services, nec • Nevada
GUARANTY
Financing Agreement • April 2nd, 2009 • Capital City Energy Group, Inc. • Oil & gas field services, nec • Louisiana

This Guaranty (“Guaranty”) dated as of 3-30-2009, is entered into between CAPITAL CITY ENERGY GROUP, INC. (“Guarantor”), in favor of CRESTMARK COMMERCIAL CAPITAL LENDING LLC (“Creditor”).

Investment Banking Agreement
Investment Banking Agreement • March 13th, 2008 • Capital City Energy Group, Inc. • Broadwoven fabric mills, cotton • Ohio

This Investment Banking Agreement (the "Agreement") is made and entered into as of August 1, 2006 by and among, Capital City Petroleum, LLC (the "Company") having its place of business at 1335 Dublin Road, Suite 122-D, Columbus, OH 43215; with and Capital City Partners Southeast LLC, (“CCPSE”) having its place of business at 1550 Madruga Avenue, Suite 305, Coral Gables, Flordia 33146.

Investment Banking Agreement
Investment Banking Agreement • March 13th, 2008 • Capital City Energy Group, Inc. • Broadwoven fabric mills, cotton • Ohio

This Investment Banking Agreement (the "Agreement") is made and entered into as of December 17, 2007, and is to commence on January 1, 2008 by and among, Capital City Petroleum, Inc (the "Company") having its place of business at 8351 North High Street, Suite 101, Columbus, Ohio 43235; and Capital City Consulting Group, LLC, ("CCCG") having its place of business at 9100 So. Dadeland Boulevard, Suite 1800, Miami, Florida 33156.

SHARE PURCHASE AGREEMENT BETWEEN JENNIE SLADE; AS SELLER AND THE BABYDOT COMPANY; AS PURCHASER DATED AUGUST 15, 2006
Share Purchase Agreement • February 21st, 2007 • Babydot CO • Nevada

THIS SHARE PURCHASE AGREEMENT (“Agreement”) has been made and entered into as of this 15th day of August, 2006, between JENNIE SLADE, an individual resident of Nevada (“Seller”) and THE BABYDOT COMPANY, a Nevada Corporation (the “Purchaser”). The Seller and Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • January 7th, 2009 • Capital City Energy Group, Inc. • Oil & gas field services, nec • Delaware

This Agreement and Plan of Merger (this “Agreement”) is made and entered into on December 31, 2008 by and among Capital City Energy Group, Inc., a Nevada corporation (the “Buyer”), Hotwell Acquisition Corporation, a Delaware corporation and a direct wholly owned Subsidiary of the Buyer (the “Merger Sub”), Hotwell Services, Inc., a Delaware corporation (the “Company”), and Joseph Sites (“Sites”) and Hotwell Ges.m.b.H (“Hotwell Austria”), NPS Bahrain (“NPS”), as shareholders of the Company (collectively, Sites and Hotwell Austria, the “Sellers”). The Buyer, Merger Sub, the Company, and the Sellers are collectively referred to herein as (the “Parties”).

CAPITAL CITY ENERGY GROUP, INC. NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
Non-Qualified Stock Option Award Agreement • May 18th, 2009 • Capital City Energy Group, Inc. • Oil & gas field services, nec • Nevada

THIS AWARD AGREEMENT (this “Agreement”) is made as of ____________ (the “Grant Date”), between Capital City Energy Group, Inc., a Nevada corporation (the “Company”), and _________________ ( the “Participant”).

MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • March 13th, 2008 • Capital City Energy Group, Inc. • Broadwoven fabric mills, cotton • Nevada

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is entered into as of this 11th day of March, 2008, by and between Jennie Slade (“Buyer”) and Capital City Energy Group, Inc. (“Seller”).

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