SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 19th, 2008 • Teton Energy Corp • Drilling oil & gas wells • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 9, 2008 between Teton Energy Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 19th, 2008 • Teton Energy Corp • Drilling oil & gas wells
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
SUBORDINATED GUARANTY AND PLEDGE AGREEMENT Dated as of June 18, 2008 made by Teton Energy Corporation and each of the other Obligors in favor of Whitebox Advisors, LLC as subordinated noteholder representativeSubordinated Guaranty and Pledge Agreement • June 19th, 2008 • Teton Energy Corp • Drilling oil & gas wells • New York
This SUBORDINATED GUARANTY AND PLEDGE AGREEMENT, dated as of June 18, 2008, is made by TETON ENERGY CORPORATION, a Delaware corporation (the “Borrower”), and each of the signatories hereto (the Borrower and each of the signatories hereto, together with any other Subsidiary or holding company of the Borrower that becomes a party hereto from time to time after the date hereof, the “Obligors”), in favor of WHITEBOX ADVISORS, LLC, as agent for the Subordinated Noteholders (in such capacity, together with its successors in such capacity, the “Subordinated Noteholder Representative”).
FORM OF DEBENTUREDebenture • June 19th, 2008 • Teton Energy Corp • Drilling oil & gas wells • New York
The indebtedness and other obligations of the Company and its subsidiaries evidenced by this Debenture owed to the Holder are junior and subordinate to the indebtedness and other obligations of the Company and its subsidiaries in accordance with the provisions of the Intercreditor and Subordination Agreement dated as of June 18, 2008, among JPMorgan Chase Bank, N.A., as Senior Agent, Whitebox Advisors, LLC, as Subordinated Noteholder Representative, the Company and certain of its affiliates, as amended from time to time.
INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • June 19th, 2008 • Teton Energy Corp • Drilling oil & gas wells • Texas
This Intercreditor and Subordination Agreement (this “Agreement”), dated as of June 9, 2008, is among JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent (in such capacity, with its successors and assigns, the “Senior Agent”) for the Senior First Priority Secured Parties, WHITEBOX ADVISORS, LLC, a limited liability company, as collateral agent for the Subordinated Holders (the “Subordinated Holder Representative”), TETON ENERGY CORPORATION, a Delaware corporation (“Borrower”), and each of the other Loan Parties party hereto.
