GUARANTYGuaranty • October 11th, 2007 • Tatonka Oil & Gas, Inc. • Metal mining • Colorado
This GUARANTY (this “Guaranty”), dated as of October 5, 2007, is made by TATONK OIL AND GAS, INC., a Colorado corporation (“Guarantor”), in favor of the Purchasers named on Exhibit A to the Purchase Agreement (collectively, “Lenders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 11th, 2007 • Tatonka Oil & Gas, Inc. • Metal mining • Colorado
SECURITY AGREEMENTSecurity Agreement • October 11th, 2007 • Tatonka Oil & Gas, Inc. • Metal mining • Colorado
This Security Agreement (this “Agreement”) is executed as of October 5, 2007, by and among TATONKA OIL AND GAS COMPANY, INC., a Colorado corporation (the “Company”), TATONKA OIL AND GAS, INC., a Colorado corporation (the “Parent” and together with the Company, the “Debtors” and individually, a “Debtor”), and ENERGY CAPITAL SOLUTIONS, L.P., a Texas limited partnership, as collateral agent for the Secured Parties (the “Collateral Agent”).
SECURITIES PURCHASE AGREEMENT Dated as of October 5, 2007 amongSecurities Purchase Agreement • October 11th, 2007 • Tatonka Oil & Gas, Inc. • Metal mining • Colorado
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of October 5, 2007, by and among TATONKA OIL AND GAS, INC., a Colorado corporation (the “Parent”), TATONKA OIL AND GAS COMPANY, INC., a Colorado corporation (the “Company”), and the entities listed on Exhibit A hereto (each, a “Purchaser” and collectively, the “Purchasers”), for the purchase by the Purchasers of the Company’s Senior Secured Notes Due 2008 (including any Additional Notes, the “Notes”), and warrants to purchase shares of the Parent’s Common Stock, par value $0.001 per share (the “Common Stock”).
ContractTatonka Oil & Gas, Inc. • October 11th, 2007 • Metal mining • Colorado
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT. SUCH SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT.
