0001047469-06-009977 Sample Contracts

TETON ENERGY CORPORATION 2,000,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • July 27th, 2006 • Teton Energy Corp • Drilling oil & gas wells • New York

TETON ENERGY CORPORATION, a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, (i) to issue and sell to Petrie Parkman & Co., Inc. (the "Underwriter") an aggregate of 2,000,000 shares (the "Initial Shares") of its common stock, par value $0.001 per share (the "Common Stock"), and (ii) to grant the Underwriter the option described in Section 1(b) hereof to purchase all or any part of 300,000 additional shares of Common Stock to cover over-allotments (the "Option Shares"), if any. The Initial Shares and the Option Shares are hereinafter called, collectively, the "Shares." The Shares are more fully described in the Registration Statement referred to and defined below.

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