Teton Energy Corp Sample Contracts

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LEASE AGREEMENT NO. EST-160/000630
Lease Agreement • February 12th, 2001 • Teton Petroleum Co
ARTICLE ONE EMPLOYMENT AGREEMENT --------------------
Agreement • March 31st, 2005 • Teton Petroleum Co • Drilling oil & gas wells • Delaware
SECURITIES PURCHASE AGREEMENT
Securities 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”).

Teton Petroleum Company AND COMPUTERSHARE INVESTOR SERVICES, LLC., as Rights Agent RIGHTS AGREEMENT Dated as of June 3, 2005
Rights Agreement • June 8th, 2005 • Teton Petroleum Co • Drilling oil & gas wells • Delaware

This Rights Agreement (“Rights Agreement”), is dated as of June 3, 2005, between Teton Petroleum Company, a Delaware corporation (the “Company”), and Computershare Investor Services, LLC., a Delaware limited liability company as rights agent (the “Rights Agent”).

B E T W E E N:
Employment Agreement • May 1st, 2001 • Teton Petroleum Co • Drilling oil & gas wells • Delaware
Exhibit 10.3 MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between
Membership Interest Purchase Agreement • May 16th, 2005 • Teton Petroleum Co • Drilling oil & gas wells • Colorado
ARTICLE ONE AGREEMENT ---------
Agreement • March 31st, 2005 • Teton Petroleum Co • Drilling oil & gas wells • Delaware
CREDIT AGREEMENT
Credit Agreement • June 20th, 2006 • Teton Energy Corp • Drilling oil & gas wells • Texas

THIS CREDIT AGREEMENT dated as of June 15, 2006, is among: Teton Energy Corporation, a Delaware corporation (the “Borrower”); each of the Lenders from time to time party hereto; and BNP Paribas (in its individual capacity, “BNP Paribas”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

INDEMNITY AGREEMENT
Indemnity Agreement • September 1st, 2006 • Teton Energy Corp • Drilling oil & gas wells • Delaware

This INDEMNITY AGREEMENT (the “Agreement”) is dated as of , and is made by and between Teton Energy Corporation a Delaware corporation (the “Company”), and , an officer or director of the Company (the “Indemnitee”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN TETON ENERGY CORPORATION And Lonnie R. Brock (Executive)
Employment Agreement • March 5th, 2009 • Teton Energy Corp • Drilling oil & gas wells • Delaware

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of January 1, 2008, (the “Effective Date”) is entered into by and between Teton Energy Corporation, a Delaware corporation (the “Company”), and Lonnie R. Brock, an individual with an address at 219 Gallagher Court, Erie, Colorado 80516, (the “Executive”) (collectively, the “Parties,” individually, a “Party”).

SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF APRIL 2, 2008 AMONG TETON ENERGY CORPORATION, AS BORROWER, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETO J.P. MORGAN SECURITIES INC., AS SOLE LEAD ARRANGER AND...
Credit Agreement • April 3rd, 2008 • Teton Energy Corp • Drilling oil & gas wells • Texas

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 2, 2008, is among: Teton Energy Corporation, a Delaware corporation (the “Borrower”); each of the Lenders from time to time party hereto; and JPMorgan Chase Bank, N.A. (in its individual capacity, “JPMorgan Chase”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

LEASE AGREEMENT NO. EST-160/000630
Lease Agreement • July 3rd, 2001 • Teton Petroleum Co • Drilling oil & gas wells
TETON ENERGY CORPORATION 964,060 Shares of Common Stock ($0.001 Par Value) 337,421 Warrants PLACEMENT AGENCY AGREEMENT
Teton Energy Corp • August 14th, 2007 • 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:

EMPLOYMENT AGREEMENT BETWEEN TETON ENERGY CORPORATION AND LONNIE BROCK (Executive)
Employment Agreement • December 12th, 2007 • Teton Energy Corp • Drilling oil & gas wells • Delaware

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of January 1, 2008, (the “Effective Date”) is entered into by and between Teton Energy Corporation, a Delaware corporation (the “Company”), and Lonnie Brock, an individual with an address at 219 Gallagher Court, Erie, Colorado 80516, (the “Executive”) (collectively, the “Parties,” individually, a “Party”).

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

Teton Energy Corporation 2005 Long-Term Incentive Plan
Share Unit Award Agreement • May 12th, 2006 • Teton Energy Corp • Drilling oil & gas wells

THIS AWARD AGREEMENT, effective as of the Date of Award set forth above, represents the award of Performance Share Units by Teton Energy Corporation, a Delaware corporation (the “Company”), to the Participant named above, pursuant to the provisions of the Plan, which is attached as Exhibit A, and pursuant to the plan administration document (the “Plan Administration”), which is attached as Exhibit B. The Plan and the Plan Administration provide a complete description of the terms and conditions governing Performance Share Units. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of this Award Agreement. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. In consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which a

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AMENDED AND RESTATED INTERCREDITOR AND SUBORDINATION AGREEMENT
Intercreditor and Subordination Agreement • September 23rd, 2008 • Teton Energy Corp • Drilling oil & gas wells • Texas

This Amended and Restated Intercreditor and Subordination Agreement (this “Agreement”), dated as of September 19, 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, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as collateral agent and subordinated holder representative for the Subordinated Holders (the “Subordinated Holder Representative”), TETON ENERGY CORPORATION, a Delaware corporation (“Borrower”), and each of the other Loan Parties party hereto.

Teton Energy Corporation 410 17th Street, Suite 1850 Denver, CO 80202
Letter Agreement • September 15th, 2008 • Teton Energy Corp • Drilling oil & gas wells

Reference is made to the Purchase Agreement, a copy of the form of which is attached hereto as Exhibit A. Capitalized terms not otherwise defined in this letter of amendment (“Letter Agreement”) have the respective meanings ascribed to them in the Purchase Agreement.

AMENDED AND RESTATED SUBORDINATED GUARANTY AND PLEDGE AGREEMENT Dated as of _________, 2008 made by Teton Energy Corporation and each of the other Obligors in favor of The Bank of New York Mellon Trust Company, N.A. as Successor in Interest To...
Subordinated Guaranty and Pledge Agreement • September 15th, 2008 • Teton Energy Corp • Drilling oil & gas wells • New York

This AMENDED AND RESTATED SUBORDINATED GUARANTY AND PLEDGE AGREEMENT, dated as of , 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 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as successor in interest to WHITEBOX ADVISORS, LLC, as agent for the Subordinated Noteholders (in such capacity, together with its successors in such capacity, the “Subordinated Noteholder Representative”).

AMENDED AND RESTATED SUBORDINATED GUARANTY AND PLEDGE AGREEMENT Dated as of September 19, 2008 made by Teton Energy Corporation and each of the other Obligors in favor of The Bank of New York Mellon Trust Company, N.A. as Successor in Interest To...
Assumption Agreement • September 23rd, 2008 • Teton Energy Corp • Drilling oil & gas wells • New York

This AMENDED AND RESTATED SUBORDINATED GUARANTY AND PLEDGE AGREEMENT, dated as of September 19, 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 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as successor in interest to WHITEBOX ADVISORS, LLC, as agent for the Subordinated Noteholders (in such capacity, together with its successors in such capacity, the “Subordinated Noteholder Representative”).

B E T W E E N:
Employment Agreement • July 3rd, 2001 • Teton Petroleum Co • Drilling oil & gas wells • Delaware
EMPLOYMENT AGREEMENT BETWEEN TETON ENERGY CORPORATION AND Richard F. Bosher (Employee)
Employment Agreement • March 19th, 2007 • Teton Energy Corp • Drilling oil & gas wells • Delaware

THIS EMPLOYMENT AGREEMENT(this “Agreement”), dated as of October 1, 2006, (the “Effective Date”) is entered into by and between Teton Energy Corporation, a Delaware corporation (the “Company”), and Richard F. Bosher, an individual with an address at 7222 East Buckingham Place. Highlands Ranch. Colorado 80130, (the “Employee”) (collectively, the “Parties,” individually, a “Party”).

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.

Teton Energy Corporation 410 17th Street, Suite 1850 Denver, CO 80202
Letter Agreement • September 23rd, 2008 • Teton Energy Corp • Drilling oil & gas wells

Reference is made to the Purchase Agreement, a copy of the form of which is attached hereto as Exhibit A. Capitalized terms not otherwise defined in this letter of amendment (“Letter Agreement”) have the respective meanings ascribed to them in the Purchase Agreement.

AMENDED PLAN SPONSORSHIP AGREEMENT
Plan Sponsorship Agreement • January 22nd, 2010 • Teton Energy Corp • Drilling oil & gas wells • Delaware

This Amended Plan Sponsorship Agreement (the “Agreement”) is made and executed between CAERUS OIL AND GAS LLC, a Delaware limited liability company (“Caerus” or “Purchaser”), and TETON ENERGY CORPORATION, a Delaware corporation (“TEC”), TETON NORTH AMERICA LLC, a Colorado limited liability company (“TNA”), TETON PICEANCE LLC, a Colorado limited liability company (“TP”), TETON DJ LLC, a Colorado limited liability company (“TDJ”), TETON WILLISTON LLC, a Colorado limited liability company (“TW”), TETON BIG HORN LLC, a Colorado limited liability company (“TBH”), TETON ORRI LLC, a Colorado limited liability company (“TORRI”), and TETON DJCO LLC, a Colorado limited liability company (“Teton DJ” and collectively with TEC, TNA, TP, TDJ, TW, TBH, TORRI and Teton DJ, the “Debtors”) to be effective on the 15th day of December 2009. Caerus and Debtors agree as follows:

TETON ENERGY CORPORATION STOCK OPTION AGREEMENT
Stock Option Agreement • November 14th, 2005 • Teton Energy Corp • Drilling oil & gas wells • Delaware

Unless the context clearly indicates otherwise, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 21of this Agreement.

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