Assignment Of Oil And Gas Lease

Attached Additional Items No. 2 to Assignment of Oil and Gas Lease (CONTINUED FROM ATTACHED ADDITIONAL TERMS)

Exhibit 10.14
 
 
 

 


 

 

 
 
 

 
Attached Additional Items No. 2
(CONTINUED FROM ATTACHED ADDITIONAL TERMS)

7.           Additional Consideration.  As additional consideration for the assignment of the wells hereinabove set forth, the Assignee shall issue an aggregate of four million (4,000,000) shares of its common stock, par value $0.003 per share (the “Shares”), as follows:
 
Recipient
No. of Shares
   
Mitchell Coomer
2,000,000
Travis Coomer
2,000,000
 
4,000,000
 
Upon such issuance such shares shall be fully paid and non-assessable.

8.           Representations and Warranties of the Assignors.

Each of Mitchell Coomer and Travis Coomer (individually an “Assignor” represent and warrant to the Assignee as follows:

a.           The Assignor is an "accredited investor", as such term is defined in Regulation D promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Securities Act”), is experienced in investments and business matters, has made investments of a speculative nature in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable the Assignor to utilize the information made available by the Assignee to evaluate the merits and risks of and to make an informed investment decision with respect to the transaction, which represents a speculative investment.  The Assignor is able to bear the risk of such investment for an indefinite period and to afford a complete loss of the entire investment.

b.           The Assignor has had access at the EDGAR Website of the Commission to the Assignee's Form 10-K for the year ended December 31, 2008 and all periodic and current reports thereafter filed with the Commission.  In addition, the Assignor has received in writing from the Assignee such other information concerning its operations, financial condition and other matters as the Assignor has requested in writing, and considered all factors the Assignor deems material in deciding on the advisability of investing in the Shares. The Assignor has been afforded the opportunity to ask questions of, and receive answers from the officers and/or directors of the Assignee acting on its behalf concerning the terms and conditions of this transaction and to obtain any additional information, to the extent that the Assignee possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information furnished; and has availed himself of such opportunity to the extent the Assignor considers appropriate in order to permit him to evaluate the merits and risks of an investment in the Assignee.

c.           The Assignor understands that the Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law.  The Assignor is acquiring the Shares as principal for his own account for investment and not with a view to, or for sale in connection with, any distribution of such Shares or any part thereof, has no present intention of distributing any of such Shares.  The Assignor does not have any agreement or understanding, directly or indirectly, with any entity or person to distribute any of the Shares. The Assignor understands that the certificate representing the Shares shall bear the following or similar legend:

"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO TN-K ENERGY GROUP INC. THAT SUCH REGISTRATION IS NOT REQUIRED."

 
 

 
9.           Confidentiality.  The Assignor acknowledges that the Assignee’s trade secrets, private or secret processes, methods and ideas, as they exist from time to time, customer lists and information concerning the Assignee's business, services, development, technical information, marketing activities and procedures, credit and financial data concerning the Assignee (the "Proprietary Information") are valuable, special and unique assets of the Assignee. In light of the highly competitive nature of the industry in which the Assignee's business is conducted, the Assignor agrees that all Proprietary Information, heretofore or in the future obtained by the Assignor as a result of the Assignor's association with the Assignee shall be considered confidential.  In recognition of this fact, the Assignor agrees that he will not use or disclose any of such Proprietary Information for the Assignor's own purposes or for the benefit of any person or other entity or organization (except the Assignee) under any circumstances unless such Proprietary Information has been publicly disclosed generally or, unless upon written advice of legal counsel reasonably satisfactory to the Assignee, the Assignor is legally required to disclose such Proprietary Information.

_________________________________
MITCHELL COOMER


_________________________________
TRAVIS COOMER



By: ______________________________
Kenny A. Page, CEO


Subscribed, sworn and acknowledged to before me by MITCHELL COOMER, this _____ day of November, 2009.

_________________________________
NOTARY PUBLIC, STATE AT LARGE
My Commission Expires: _____________



Subscribed, sworn and acknowledged to before me by TRAVIS COOMER, this _____ day of November, 2009.

_________________________________
NOTARY PUBLIC, STATE AT LARGE
My Commission Expires: _____________



Subscribed, sworn and acknowledged to before me by TN-K ENERGY GROUP INC. by and through KENNY A. PAGE, CEO, this _____ day of November, 2009.

_________________________________
NOTARY PUBLIC, STATE AT LARGE
My Commission Expires: _____________