REGISTRATION RIGHTS AGREEMENT
REGISTRATION
RIGHTS AGREEMENT
(this
“Agreement”),
dated
as of December 29, 2006, by and between TEKOIL
& GAS CORPORATION,
a
Delaware corporation, with principal offices located at 0000 Xx. Xxxxxxxx Xxxx.,
Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (the “Company”),
and
MASTERS
RESOURCES LLC and MASTERS OIL & GAS LLC, both
Texas limited liability companies (referred to together as “Buyer”)
with
respective principal places of business at 0000 Xxxxxxxxxxx, Xxxxx 0000,
Xxxxxxx, Xxxxx 00000, and each of Rich
Holdings, LLC,
a Texas
limited liability company, and Xxxx
X. Xxxxxx,
individually (collectively, “Buyer’s
Designees”).
PRELIMINARY
STATEMENTS
A. In
connection with the Subscription Agreement by and between the parties of even
date herewith (the “Securities
Purchase Agreement”),
the
Company has agreed, upon the terms and subject to the conditions of the
Securities Purchase Agreement, to issue to the Buyer shares of the Company’s
common stock, par value $0.01 per share (the “Common
Stock”);
and
B.
The
Company has agreed to provide certain registration rights under the Securities
Act of 1933, as amended, and the rules and regulations thereunder, or any
similar successor statute (collectively, the “1933
Act”),
and
applicable state securities laws; and
C.
Buyer
has
designated each of Buyer’s Designees as the recipients of the Common Stock which
is the subject of this Agreement; and
D.
Buyer
and
Buyer’s Designees agree to be bound by the terms and provisions of this
Agreement.
NOW,
THEREFORE,
in
consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, the Company, the Buyer and Buyer’s Designees hereby agree
as follows:
1. DEFINITIONS.
a.
As
used
in this Agreement, the following terms shall have the following
meanings:
(i) “Investor”
means
Buyer’s Designees and any transferee or assignee thereof who agrees to become
bound by the provisions of this Agreement in accordance with Section 9
hereof.
(ii) “register,”
“registered,”
and
“registration”
refer
to a registration effected by preparing and filing a Registration Statement
or
Statements in compliance with the 1933 Act and pursuant to Rule 415 under the
1933 Act or any successor rule providing for offering securities on a continuous
basis (“Rule
415”),
and
the declaration or ordering of effectiveness of such Registration Statement
by
the United States Securities and Exchange Commission (the “SEC”).
(iii) “Registrable
Securities”
means
the shares of Common Stock issued to Buyer’s Designees under the Securities
Purchase Agreement.
(iv) “Registration
Period”
means
the period commencing on the date on which the Registration Statement filed
pursuant to this Agreement is declared effective by the SEC and expiring on
the
date that (A) the Investor may sell all of the Registrable Securities without
restriction pursuant to Rule 144 promulgated under the 1933 Act, or (B) the
Investor has sold all of the Registrable Securities.
(v) “Registration
Statement”
means
a
registration statement of the Company under the 0000 Xxx.
b. Capitalized
terms used herein and not otherwise defined herein shall have the respective
meanings set forth in the Securities Purchase Agreement.
2. REGISTRATION
RIGHTS.
a.
Mandatory
Registration.
The
Company shall prepare and file with the SEC a Registration Statement on Form
S-3
(or, if such form is unavailable for such a registration, on such other form
as
is available for such a registration) covering the resale of the Registrable
Securities within 45 days of the date of Closing. The Registration Statement
(and each amendment or supplement thereto, and each request for acceleration
of
effectiveness thereof) shall be provided to and approved by Buyer’s Designees
and their counsel prior to its filing or other submission, such approval not
to
be unreasonably withheld. The Company will use its reasonable efforts to cause
such Registration Statement to become effective within 120 days of filing.
In
the event such Registration Statement does not become effective within 180
days
from the date of such filing, Investor shall have the right to put (by written
demand and tender) the Registrable Securities or any portion thereof to the
Company and the Company shall be obligated to repurchase the same (free and
clear of all liens, claims and encumbrances) at a purchase price equal to the
average per share trading price of the common stock of the Company (on the
principal exchange or quotation media on which such common stock is traded
or
quoted) during the ten (10) day trading period ending immediately prior to
the
date of such demand and tender multiplied by the number of shares of common
stock of the Company comprising Registrable Securities and included in such
demand and tender, with payment and delivery to occur within ten (10) business
days following such demand.
b.
Piggy-Back
Registrations.
If at
any time prior to filing a Registration Statement under this Agreement, the
Company shall file with the SEC a Registration Statement relating to an offering
for its own account or the account of others under the 1933 Act of any of its
equity securities (other than on Form S-4 or Form S-8 or their then equivalents
relating to equity securities to be issued solely in connection with any
acquisition of any entity or business or equity securities issuable in
connection with stock option or other employee benefit plans), the Company
shall
send to the Investor who is entitled to registration rights under this Section
2
written notice of the intended filing of such Registration Statement and, if
within twenty (20) days after receipt of such notice, the Investor shall so
request in writing, the Company shall include in such Registration Statement
all
or any part of the Registrable Securities the Investor requests to be
registered, except that if, in connection with any underwritten public offering
for the account of the Company the managing underwriter(s) thereof shall impose
a limitation on the number of shares of Common Stock which may be included
in
the Registration Statement because, in such underwriter(s)’ judgment, marketing
or other factors dictate such limitation is necessary to facilitate public
distribution, then the Company shall be obligated to include in such
Registration Statement only a limited portion of the Registrable Securities
with
respect to which the Investor has requested inclusion hereunder, such portion
to
be determined as hereinafter provided; provided that no portion of the equity
securities which the Company is offering for its own account shall be excluded;
provided,
further
that the
Company shall be entitled to exclude Registrable Securities to the extent
necessary to avoid breaching obligations existing prior to the date hereof
to
other stockholders of the Company. Subject to the foregoing, the Company shall
not exclude any Registrable Securities unless the Company has first excluded
all
outstanding securities, the holders of which are not entitled to inclusion
of
such securities in such Registration Statement or are not entitled to pro rata
inclusion with the Registrable Securities, and, after giving effect to the
immediately preceding clause, any exclusion of Registrable Securities shall
be
made pro rata with holders of other securities having the right to include
such
securities in the Registration Statement other than holders of securities
entitled to inclusion of their securities in such Registration Statement by
reason of demand registration rights. The obligations of the Company under
this
Section 2 may be waived by the Investor. If an offering in connection with
which
the Investor is entitled to registration under this Section 2. is an
underwritten offering, then if the Investor’s Registrable Securities are
included in such Registration Statement the Investor shall, unless otherwise
agreed by the Company, offer and sell such Registrable Securities in an
underwritten offering using the same underwriter or underwriters and, subject
to
the provisions of this Agreement, on the same terms and conditions as other
shares of Common Stock included in such underwritten offering.
2
3. OBLIGATIONS
OF THE COMPANY.
In
connection with the registration of the Registrable Securities, the Company
shall have the following obligations:
a.
A
Registration Statement filed pursuant to this Agreement (including any
amendments or supplements thereto and prospectuses contained therein) shall
not
contain any untrue statement of a material fact or omit to state a material
fact
required to be stated therein, or necessary to make the statements therein,
in
light of the circumstances in which they were made, not misleading.
b.
The
Company shall prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to the Registration Statement and
the
prospectus used in connection with the Registration Statement as may be
necessary to keep the Registration Statement effective at all times during
the
Registration Period, and, during the Registration Period, comply with the
provisions of the 1933 Act with respect to the disposition of all Registrable
Securities of the Company covered by the Registration Statement until such
time
as all of such Registrable Securities have been disposed of in accordance with
the intended methods of disposition by the seller or sellers thereof as set
forth in the Registration Statement.
c. The
Company shall furnish to the Investor if its Registrable Securities are included
in the Registration Statement and its legal counsel (i) promptly after the
same
is prepared and publicly distributed, filed with the SEC, or received by the
Company, one copy of the Registration Statement and any amendment thereto,
each
preliminary prospectus and prospectus and each amendment or supplement thereto,
and (ii) such number of copies of a prospectus, including a preliminary
prospectus, and all amendments and supplements thereto and such other documents
as the Investor may reasonably request in order to facilitate the disposition
of
the Registrable Securities owned by the Investor.
d.
As
promptly as practicable after becoming aware of such event, the Company shall
notify the Investor of the happening of any event, of which the Company has
knowledge, as a result of which the prospectus included in the Registration
Statement, as then in effect, includes an untrue statement of a material fact
or
omission to state a material fact required to be stated therein or necessary
to
make the statements therein, in light of the circumstances under which they
were
made, not misleading, and use its best efforts promptly to prepare a supplement
or amendment to the Registration Statement to correct such untrue statement or
omission, and deliver such number of copies of such supplement or amendment
to
the Investor as the Investor may reasonably request.
3
e.
The
Company shall use its best efforts to prevent the issuance of any stop order
or
other suspension of effectiveness of a Registration Statement, and, if such
an
order is issued, to obtain the withdrawal of such order at the earliest possible
moment and to notify the Investor if the Investor holds Registrable Securities
being sold (or, in the event of an underwritten offering, the managing
underwriters) of the issuance of such order and the resolution thereof.
f.
The
Company shall hold in confidence and not make any disclosure of information
concerning the Investor provided to the Company unless (i) the Company
determines disclosure of such information is necessary to comply with federal
or
state securities laws, (ii) the disclosure of such information is necessary
to
avoid or correct a misstatement or omission in any Registration Statement,
(iii)
the release of such information is ordered pursuant to a subpoena or other
final, non-appealable order from a court or governmental body of competent
jurisdiction, or (iv) such information has been made generally available to
the
public other than by disclosure in violation of this or any other agreement.
The
Company agrees that it shall, upon learning that disclosure of such information
concerning the Investor is sought in or by a court or governmental body of
competent jurisdiction or through other means, give prompt notice to the
Investor and allow the Investor, at the Investor’s expense, to undertake
appropriate action to prevent disclosure of, or to obtain a protective order
for, such information.
g.
The
Company shall use its best efforts to cause all the Registrable Securities
covered by the Registration Statement to be listed on the American Stock
Exchange and on each additional national securities exchange on which securities
of the same class or series issued by the Company are then listed, if any,
if
the listing of such Registrable Securities is then permitted under the rules
of
such exchange.
h.
The
Company shall cooperate with the Investor if it holds Registrable Securities
and
the managing underwriter or underwriters, if any, to facilitate the timely
preparation and delivery of certificates representing the Registrable Securities
to be offered pursuant to the Registration Statement and enable such
certificates to be in such denominations or amounts, as the case may be, as
the
managing underwriter or underwriters, if any, or the Investor may reasonably
request and registered in such names as the managing underwriter or
underwriters, if any, or the Investor may request.
4. OBLIGATIONS
OF THE INVESTOR.
In
connection with the registration of the Registrable Securities, the Investor
shall have the following obligations:
a.
It
shall
be a condition precedent to the obligations of the Company to complete the
registration of Registrable Securities pursuant to this Agreement that the
Investor shall furnish to the Company such information regarding itself, the
Registrable Securities held by it and the intended method of disposition of
the
Registrable Securities held by it as shall be reasonably required to effect
the
registration of such Registrable Securities and shall execute such documents
in
connection with such registration as the Company may reasonably request. At
least five (5) days prior to the first anticipated filing date of the
Registration Statement, the Company shall notify the Investor of the information
the Company requires from the Investor if the Investor elects to have any of
the
Investor’s Registrable Securities included in the Registration Statement.
b.
The
Investor by the Investor’s acceptance of the Registrable Securities agrees to
cooperate with the Company as reasonably requested by the Company in connection
with the preparation and filing of the Registration Statement hereunder, unless
the Investor has notified the Company in writing of the Investor’s election to
exclude all of the Investor’s Registrable Securities from the Registration
Statement.
4
c.
The
Investor agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 3(d) or 3(e), the
Investor will immediately discontinue disposition of Registrable Securities
pursuant to the Registration Statement covering such Registrable Securities
until the Investor’s receipt of the copies of the supplemented or amended
prospectus contemplated by Section 3(d) or 3(e) and, if so directed by the
Company, the Investor shall deliver to the Company (at the expense of the
Company) or destroy (and deliver to the Company a certificate of destruction)
all copies in the Investor’s possession, of the prospectus covering such
Registrable Securities current at the time of receipt of such
notice.
d. Investor
may not participate in any underwritten registration hereunder unless the
Investor (i) agrees to sell the Investor’s Registrable Securities on the basis
provided in any underwriting arrangements, (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements, and (iii) agrees to pay its pro rata share of all underwriting
discounts and commissions.
e. The
Investor shall give notice to the Company when it has sold all of the
Registrable Securities.
5. EXPENSES
OF REGISTRATION.
All
reasonable expenses, other than underwriting discounts and commissions, incurred
in connection with registrations, filings or qualifications pursuant to Sections
2 and 3, including, without limitation, all registration, listing and
qualifications fees, printers and accounting fees, the fees and disbursements
of
counsel for the Company, shall be borne by the Company. Notwithstanding the
foregoing, the Investor shall be responsible for all expenses, fees and
disbursements incurred by such Investor or on such Investor’s behalf, including
all fees and disbursements of counsel to the Investor.
6. INDEMNIFICATION.
In
the
event any Registrable Securities are included in a Registration Statement under
this Agreement:
a.
To
the
extent permitted by law, the Company will indemnify, hold harmless and defend
(i) the Investor who holds such Registrable Securities, and (ii) the
directors, officers and each person who controls any Investor within the meaning
of the 1933 Act or the Securities Exchange Act of 1934, as amended (the
“1934
Act”),
if
any, (each, an “Indemnified
Person”),
against any losses, claims, damages, liabilities or expenses (joint or several)
(collectively, “Claims”)
to
which any of them may become subject insofar as such Claims (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise out
of
or are based upon: (i) any untrue statement or alleged untrue statement of
a
material fact in a Registration Statement or the omission or alleged omission
to
state a material fact therein required to be stated or necessary to make the
statements therein not misleading, (ii) any untrue statement or alleged untrue
statement of a material fact contained in any preliminary prospectus if used
prior to the effective date of such Registration Statement, or contained in
the
final prospectus (as amended or supplemented, if the Company files any amendment
thereof or supplement thereto with the SEC) or the omission or alleged omission
to state therein any material fact necessary to make the statements made
therein, in light of the circumstances under which the statements therein were
made, not misleading, or (iii) any violation or alleged violation by the Company
of the 1933 Act, the 1934 Act, any other law, including, without limitation,
any
state securities law, or any rule or regulation thereunder relating to the
offer
or sale of the Registrable Securities pursuant to a Registration Statement
(the
matters in the foregoing clauses (i) through (iii) being, collectively,
“Violations”).
Subject to the restrictions set forth in Section 6(d) with respect to the number
of legal counsel, the Company shall reimburse the Investor or controlling
person, promptly as such expenses are incurred and are due and payable, for
any
legal fees or other reasonable expenses incurred by them in connection with
investigating or defending any such Claim. Notwithstanding anything to the
contrary contained herein, the indemnification agreement contained in this
Section 6(a): (i) shall not apply to a Claim arising out of or based upon a
Violation which occurs in reliance upon and in conformity with information
furnished in writing to the Company by any Indemnified Person expressly for
use
in connection with the preparation of the Registration Statement or any such
amendment thereof or supplement thereto, if such prospectus was timely made
available by the Company pursuant to Section 3(c) hereof; (ii) with respect
to
any preliminary prospectus, shall not inure to the benefit of any such person
from whom the person asserting any such Claim purchased the Registrable
Securities that are the subject thereof (or to the benefit of any person
controlling such person) if the untrue statement or omission of material fact
contained in the preliminary prospectus was corrected in the prospectus, as
then
amended or supplemented, if such prospectus was timely made available by the
Company pursuant to Section 3(c) hereof; (iii) shall not be available to the
extent such Claim is based on a failure of the Investor to deliver or to cause
to be delivered the prospectus made available by the Company; and (iv) shall
not
apply to amounts paid in settlement of any Claim if such settlement is effected
without the prior written consent of the Company, which consent shall not be
unreasonably withheld. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of the Indemnified Person
and shall survive the transfer of the Registrable Securities by the Investor
pursuant to Section 9.
5
b.
In
connection with any Registration Statement in which the Investor is
participating, the Investor agrees to indemnify, hold harmless and defend,
to
the same extent and in the same manner set forth in Section 6(a), the Company,
each of its directors, each of its officers who signs the Registration
Statement, each person, if any, who controls the Company within the meaning
of
the 1933 Act or the 1934 Act, any underwriter and any other stockholder selling
securities pursuant to the Registration Statement or any of its directors or
officers or any person who controls such stockholder or underwriter within
the
meaning of the 1933 Act or the 1934 Act (collectively and together with an
indemnified Person, an “Indemnified
Party”),
against any Claim to which any of them may become subject, under the 1933 Act,
the 1934 Act or otherwise, insofar as such Claim arises out of or is based
upon
any Violation, in each case to the extent (and only to the extent) that such
violation occurs in reliance upon and in conformity with written information
furnished to the Company by the Investor expressly for use in connection with
such Registration Statement or to the extent such Claim is based upon any
violation or alleged violation by the Investor of the 1933 Act, 1934 Act or
any
other law; and the Investor will reimburse any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such Claim; provided, however, that the indemnity agreement contained in this
Section 6(b) shall not apply to amounts paid in settlement of any Claim if
such
settlement is effected without the prior written consent of the Investor, which
consent shall not be unreasonably withheld; provided, further, however, that
the
Investor shall be liable under this Section 6(b) for only that amount of a
Claim
as does not exceed the net proceeds to the Investor as a result of the sale
of
Registrable Securities pursuant to such Registration Statement. Such indemnity
shall remain in full force and effect regardless of any investigation made
by or
on behalf of such Indemnified Party and shall survive the transfer of the
Registrable Securities by the Investors pursuant to Section 9. Notwithstanding
anything to the contrary contained herein, the indemnification agreement
contained in this Section 6(b) with respect to any preliminary prospectus shall
not inure to the benefit of any Indemnified Party if the untrue statement or
omission of material fact contained in the preliminary prospectus was corrected
on a timely basis in the prospectus, as then amended or
supplemented.
6
c.
The
Company shall be entitled to receive indemnities from underwriters, selling
brokers, dealer managers and similar securities industry professionals
participating in any distribution, to the same extent as provided above, with
respect to information such persons so furnished in writing by such persons
expressly for inclusion in the Registration Statement.
d.
Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section
6
of notice of the commencement of any action (including any governmental action),
such Indemnified Person or Indemnified Party shall, if a Claim in respect
thereof is to made against any indemnifying party under this Section 6, deliver
to the indemnifying party a written notice of the commencement thereof, and
the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume control of the defense thereof with counsel
mutually satisfactory to the indemnifying party and the Indemnified Person
or
the Indemnified Party, as the case may be; provided, however, that an
Indemnified Person or Indemnified Party shall have the right to retain its
own
counsel with the fees and expenses to be paid by the indemnifying party, if,
in
the reasonable opinion of counsel retained by the indemnifying party, the
representation by such counsel of the Indemnified Person or Indemnified Party
and the indemnifying party would be inappropriate due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and
any
other party represented by such counsel in such proceeding. The failure to
deliver written notice to the indemnifying party within a reasonable time of
the
commencement of any such action shall not relieve such indemnifying party of
any
liability to the Indemnified Person or Indemnified Party under this Section
6,
except to the extent that the indemnifying party is prejudiced in its ability
to
defend such action. The indemnification required by this Section 6 shall be
made
by periodic payments of the amount thereof during the course of the
investigation or defense, as such expense, loss, damage or liability is incurred
and is due and payable.
7. CONTRIBUTION.
To
the
extent any indemnification by an indemnifying party is prohibited or limited
by
law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the
fullest extent permitted by law; provided, however, that (i) no contribution
shall be made under circumstances where the maker would not have been liable
for
indemnification under the fault standards set forth in Section 6, (ii) no seller
of Registrable Securities guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 0000 Xxx) shall be entitled to contribution
from
any seller of Registrable Securities who was not guilty of such fraudulent
misrepresentation, and (iii) contribution by any seller of Registrable
Securities shall be limited in amount to the net amount of proceeds received
by
such seller from the sale of such Registrable Securities.
8. AMENDMENT
OF REGISTRATION RIGHTS.
Provisions
of this Agreement may be amended and the observance thereof may be waived
(either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the Investor.
Any amendment or waiver effected in accordance with this Section 10 shall be
binding upon the Investor and the Company.
9. MISCELLANEOUS.
a.
A
person
or entity is deemed to be a holder of Registrable Securities whenever such
person or entity owns of record such Registrable Securities. If the Company
receives conflicting instructions, notices or elections from two or more persons
or entities with respect to the same Registrable Securities, the Company shall
act upon the basis of instructions, notice or election received from the
registered owner of such Registrable Securities.
7
b.
Any
notices required or permitted to be given under the terms of this Agreement
shall be sent by registered or certified mail, return receipt requested, or
delivered personally or by courier and shall be effective five days after being
placed in the mail, if mailed, or upon receipt, if delivered personally or
by
courier, in each case addressed to a party. The addresses for such
communications shall be:
|
If
to the Company:
|
Tekoil
& Gas Corporation
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0000
Xx. Xxxxxxxx Xxxx., Xxxxx 000
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|
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Xxxxxxx,
Xxxxxxx 00000
|
|
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Telephone:
(000) 000-0000
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Telecopy:
(000) 000-0000
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|
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Attention:
Mr. Xxxx Xxxxxxx
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With
copy to:
|
Xxxxx
& Xxxxxxxxx LLP
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000
Xxxxx Xxxxxx Xxxxxx
|
|
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Xxxxxxx,
XX 00000
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Telephone:
(000) 000-0000
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Telecopy:
(000) 000-0000
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|
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Attention:
Xxxxxxx X. Xxxxxx, Esq.
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If
to the Buyer or Buyer’s Designees:
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Masters
Resources LLC
|
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0000
Xxxxxxxxxxx, Xxxxx 0000
|
|
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Xxxxxxx,
Xxxxx 00000
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|
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Telephone:
832/000-0000
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Telecopy:
832/252-1805
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Each
party shall provide notice to the other party of any change in
address.
c.
Failure
of any party to exercise any right or remedy under this Agreement or otherwise,
or delay by a party in exercising such right or remedy, shall not operate as
a
waiver thereof.
d.
This
Agreement shall be enforced, governed by and construed in accordance with the
laws of the State of Florida applicable to agreements made and to be performed
entirely within such State. In the event that any provision of this Agreement
is
invalid or unenforceable under any applicable statute or rule of law, then
such
provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such statute or rule
of
law. Any provision hereof which may prove invalid or unenforceable under any
law
shall not affect the validity or enforceability of any other provision
hereof.
e.
This
Agreement and the Securities Purchase Agreement constitute the entire agreement
among the parties hereto with respect to the subject matter hereof and thereof.
There are no restrictions, promises, warranties or undertakings, other than
those set forth or referred to herein and therein. This Agreement and the
Securities Purchase Agreement supersede all prior agreements and understandings
among the parties hereto with respect to the subject matter hereof and
thereof.
f.
Subject
to the requirements of Section 9 hereof, this Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the parties
hereto.
g.
The
headings in this Agreement are for convenience of reference only and shall
not
limit or otherwise affect the meaning hereof.
8
h. This
Agreement may be executed in two or more identical counterparts, each of which
shall be deemed an original but all of which shall constitute one and the same
agreement. This Agreement, once executed by a party, may be delivered to the
other party hereto by facsimile transmission of a copy of this Agreement bearing
the signature of the party so delivering this Agreement.
i. Each
party shall do and perform, or cause to be done and performed, all such further
acts and things, and shall execute and deliver all such other agreements,
certificates, instruments and documents, as the other party may reasonably
request in order to carry out the intent and accomplish the purposes of this
Agreement and the consummation of the transactions contemplated
hereby.
[SIGNATURES
APPEAR ON FOLLOWING PAGE]
9
IN
WITNESS WHEREOF, the parties have caused this Registration Rights Agreement
to
be duly executed as of day and year first above written.
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“Company”
TEKOIL
& GAS CORPORATION
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| By: | /s/ Xxxx X. Western | |
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Xxxx Xxxxxxx, Chairman and CEO |
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“Buyer”
MASTERS
RESOURCES LLC
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| By: | /s/ Xxxx X. Xxxxxx | |
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Print Name: Xxxx
X. Xxxxxx
As its:
Managing Member
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MASTERS
OIL & GAS LLC
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| By: | /s/ Xxxx X. Xxxxxx | |
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Print
Name:
Xxxx X. Xxxxxx
As its:
Managing Member
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“Buyer’s
Designees”
RICH
HOLDINGS LLC
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| By: | /s/ Xxxxxxx Xxx | |
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Print Name:
Xxxxxxx Xxx
As its:
Managing Member
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/s/
Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx |
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10
