TETON ENERGY CORPORATION 964,060 Shares of Common Stock ($0.001 Par Value) 337,421 Warrants PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • August 14th, 2007 • Teton Energy Corp • Drilling oil & gas wells • New York
The undersigned, Teton Energy Corporation, a Delaware corporation (the “Company”), hereby addresses Commonwealth Associates, LP (“COMW”), Ferris, Baker Watts, Incorporated (“FBW”) (each, the “Placement Agent” and collectively, the “Placement Agents”) and confirms its agreement with the Placement Agents as follows:
PURCHASE AND SALE AGREEMENT WEST GREYBULL PROJECT BIG HORN COUNTY, WYOMINGPurchase and Sale Agreement • August 14th, 2007 • Teton Energy Corp • Drilling oil & gas wells • Colorado
This Purchase and Sale Agreement (“Agreement”), dated effective April 25, 2007, is between Mélange International, LLC (“Mélange”), 475 Seventeenth Street, Suite 540, Denver, Colorado 80202, Mike A. Tinker, individually and Desert Moon Gas Company, a Colorado corporation (“Tinker”), P.O. Box 440733 Aurora, CO, 80044, Hannon & Associates, Inc. 820 16th St, Suite 630 Denver, CO 80202. (“Hannon”), and Teton Energy Corporation (“TETON”), 410 17th St, Suite 1850 Denver, CO 80202. Mélange, Tinker and Hannon are collectively referred to herein as “The Assignors”. Mélange, Tinker, Hannon and TETON are collectively referred to herein as the “Parties.”
PURCHASE AND SALE AGREEMENT OIL AND GAS LEASEHOLD PURCHASE BIG HORN COUNTY, WYOMINGPurchase and Sale Agreement • August 14th, 2007 • Teton Energy Corp • Drilling oil & gas wells • Colorado
This Purchase and Sale Agreement (“Agreement”), dated effective April 25, 2007, is between Kirkwood Oil & Gas LLC (“Kirkwood”) P.O. Box 3439 Casper, WY 82602, and Teton Energy Corporation (“TETON”), 410 17th St, Suite 1850 Denver, CO 80202. Kirkwood is referred to herein as “The Assignor”. Kirkwood and TETON are collectively referred to herein as the “Parties.”
TETON ENERGY CORPORATION COMMON STOCK PURCHASE WARRANT Original Issue Date: JULY 25, 2007 Void After: 11:59 P.M., JULY 25, 2012 This Warrant is Issued toCommon Stock Purchase Warrant • August 14th, 2007 • Teton Energy Corp • Drilling oil & gas wells • New York
(hereinafter called the “Holder,” which term shall include the Holder’s legal representatives, heirs, successors and assigns) by Teton Energy Corporation, a Delaware corporation (hereinafter referred to as the “Company”). This Warrant may be transferred by the Holder only in accordance with the provisions of Section 11.
PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • August 14th, 2007 • Teton Energy Corp • Drilling oil & gas wells • New York
This letter confirms our agreement with you pertaining to the private placement, coordinated by Commonwealth Associates, L.P. (the “Placement Agent,” “Commonwealth” or “you”) as exclusive placement agent on a “best efforts basis” in connection with Teton Energy Corporation (the “Company”) raising up to (i) $5,000,000 of Bridge Units the Units comprised of 8% Promissory Notes and 1,750,000 Common Stock Purchase Warrants each to purchase one Common Stock of the Company at $5.00 per Share and (ii) up to $30,000,000 by the placement of shares (the “Shares”) of Series D Convertible Preferred Stock of the Company, each Share accompanied by warrant coverage equal to 20% (the “Share Offering”), the Shares and the Warrants having an expected purchase price per share of $5.00 (the “Share Offering Amount); provided, however, that nothing shall prevent the Company from raising the necessary capital through an asset sale or other means. In the event that the Company elects not to go forward with th
ContractConvertible Security Agreement • August 14th, 2007 • Teton Energy Corp • Drilling oil & gas wells • New York
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
