AMENDMENT NO. 1 TO WARRANT
EXHIBIT
10.69
AMENDMENT
NO. 1 TO WARRANT
This
AMENDMENT NO. 1 TO WARRANT (this “Amendment”),
dated
as of January 23, 2008, is by and between Tekoil & Gas Corporation, a
Delaware corporation (the “Company”),
and
RAB Special Situations (Master) Fund Limited (“RAB”).
Capitalized terms used but not defined herein shall have the meanings ascribed
to such terms in the Warrant (as defined below).
Recitals
WHEREAS,
on December 10, 2007, the Company issued a Warrant to Purchase Common Stock
(the
“Warrant”)
to RAB
for the purchase of 3,571,429 shares of common stock of the Company.
WHEREAS,
pursuant to Section 14 of the Warrant, the Warrant may be amended by written
consent of the Company and RAB.
WHEREAS,
the Company and RAB desire to amend the Warrant as set forth herein.
Agreement
NOW
THEREFORE, the parties hereto agree as follows:
1. New
Section 18.
Effective as of December 10, 2007, the Warrant shall be amended by adding new
Section 18 as follows:
“18. Restrictions
on Exercise.
Notwithstanding anything contained herein to the contrary, the Warrant shall
not
be exercisable by the Holder, in whole or in part, and the Company shall not
give effect to any such exercise of this Warrant, if, after giving effect to
such exercise, the Holder, together with any affiliate of the Holder (including
any person or company acting jointly or in concert with the Holder) would in
the
aggregate beneficially own, or exercise control or direction over that number
of
voting securities of the Company which is 9.99% or greater of the total issued
and outstanding voting securities of the Company immediately after giving effect
to such exercise; provided,
however,
that
upon the Holder providing the Company with sixty-one (61) days notice (the
“Waiver Notice”) that the Holder would like to waive this Section 18 with regard
to any or all shares of common stock issuable upon exercise of this Warrant,
this Section 18 will be of no force or effect with regard to all or a portion
of
this Warrant referenced in the Waiver Notice. For purposes of this Section
18,
beneficial ownership shall be determined in accordance with Section 13(d) of
the
Securities Exchange Act of 1934, as amended.”
2. Effect
of Amendment.
Except
as expressly amended, modified or supplemented hereby, the Warrant is hereby
reaffirmed and remains in full force and effect. On and after the date hereof,
each reference in the Warrant to “this Warrant,” “hereunder,” “hereof,”
“herein,” or words of similar import referring to the Warrant, will mean, and
will be a reference to, the Warrant as amended by this Amendment.
3. Amendment.
This
Amendment may not be amended, modified or supplemented except upon the execution
and delivery of a written agreement executed by the parties hereto and
specifically referencing this Amendment.
4. Counterparts.
This
Amendment may be executed in one or more counterparts, each of which will be
deemed an original and all of which together will constitute one and the same
agreement.
5. Governing
Law.
This
Amendment shall be construed, and the rights and liabilities determined, in
accordance with the laws of the State of Delaware, without regard to the
conflict of laws rules of such jurisdiction.
6. Entire
Agreement.
This
Amendment and all other agreements and documents referred herein constitutes
the
entire agreement between the Company and RAB. No other agreements, covenants,
representations or warranties, express or implied, oral or written, have been
made by any party hereto to any other party concerning the subject matter
hereof. All prior and contemporaneous conversations, negotiations, possible
and
alleged agreements, representations, covenants and warranties concerning the
subject matter hereof are merged herein.
[Signatures
on Following Page]
2
IN
WITNESS WHEREOF, each of the Company and RAB has caused this Amendment to be
executed as of the date first set forth above.
TEKOIL
& GAS CORPORATION
By:
/s/
Xxxx Xxxxxxx
Name: Xxxx
Xxxxxxx
Title: President
& CEO
RAB
Special Situations (Master) Fund Limited by
/s/
Xxxxx Xxxxxxx
(Signature)
Xxxxx
Xxxxxxx
(Name)
/s/
Fraser XxXxx
(Signature)
Fraser
XxXxx
(Name)
Authorised
signatories for RAB Capital plc for and on behalf of RAB Special
Situations (Master) Fund Limited
|
3