0001144204-07-045526 Sample Contracts

TEKOIL & GAS CORPORATION STOCK OPTION AGREEMENT
Stock Option Agreement • August 21st, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec • Florida

Unless otherwise defined herein, the terms defined in the Tekoil & Gas Corporation 2007 Omnibus Equity Plan (the “Plan”) shall have the same defined meanings in this Option Agreement.

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AMENDMENT NO. 2 AND WAIVER
Amendment No. 2 and Waiver • August 21st, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec • New York

This Amendment No. 2 and Waiver (this "Agreement") dated as of August 15, 2007 (the "Effective Date"), is by and among Tekoil and Gas Gulf Coast, LLC, a Delaware limited liability company (the "Company"), Tekoil & Gas Corporation, a Delaware corporation, as guarantor (the "Guarantor"), the lenders party to the Credit Agreement described below ("Lenders"), J. Aron & Company, as Lead Arranger and as Syndication Agent (in such capacities, "Syndication Agent"), and J. Aron & Company, as Administrative Agent for such Lenders (together with its permitted successors in such capacity, the "Administrative Agent") and as counterparty to the Company under the ISDA Agreement referred to below (in such capacity, "Lender Counterparty").

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