REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 8th, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec • Florida
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 5036 Dr. Phillips Blvd., Suite 232, Orlando, Florida 32819 (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 9801 Westheirner, Suite 1070, Houston, Texas 77042, and each of Rich Holdings, LLC, a Texas limited liability company, and John W. Barton, individually (collectively, “Buyer’s Designees”).
FARMOUT AGREEMENT This Farmout Agreement dated the 19th day of December, 2006 is BETWEEN:Farmout Agreement • January 8th, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec • Alberta
PTARMIGAN RESOURCES LTD., a body corporate having an office in the City of St. John’s in the Province of Newfoundland (hereinafter referred to as “Ptarmigan”)
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT TRINITY BAY, REDFISH REEF, FISHERS REEF, NORTH POINT BOLIVAR FIELDS IN GALVESTON AND CHAMBERS COUNTIES, TEXASPurchase and Sale Agreement • January 8th, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (the “First Amendment”) is dated effective as of November 13, 2006, and is made by and between Masters Resources, LLC, and Masters Oil & Gas, LLC, both Texas limited liability companies having their respective principal places of business at 9801 Westheimer, Suite 1070, Houston, Texas 77042 (collectively, “Masters”), and Tekoil & Gas Corporation, a Delaware corporation having its principal place of business at 5036 Dr. Phillips Blvd., Suite 232, Orlando, Florida 32819 (“Buyer”) (Masters and Buyer are sometimes called collectively the “parties” and individually “party”).
TEKOIL & GAS CORPORATION SUBSCRIPTION AGREEMENTSubscription Agreement • January 8th, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec • Delaware
THE COMMON STOCK HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS. THE COMMON STOCK MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
