ISDA® International Swap Dealers Association. Inc. MASTER AGREEMENT dated as of May 11, 2007Master Agreement • May 23rd, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec • Coast
EMPLOYMENT AGREEMENTEmployment Agreement • December 14th, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec • Florida
THIS EMPLOYMENT AGREEMENT (the “Agreement”), executed on May 11, 2007 (the “Execution Date”), but effective as of May 1, 2007 (the “Effective Date”), is entered into by and between MICHAEL VOSBEIN, having an address at 2715 Tannehill Dr., Houston, Texas 77008 (“Employee”), and TEKOIL & GAS CORPORATION, a Delaware Corporation (“Company”).
DIRECTOR SERVICE AGREEMENTDirector Service Agreement • July 5th, 2006 • Tekoil & Gas Corp • Florida
This Director Service Agreement (the “Agreement”), is entered into as of October 21, 2005, by and between TEKOIL & GAS CORPORATION, a Florida corporation (the “Company”), and Francis Clear, an individual residing at 4630 S. Kirkman Road, Orlando, FL 32811 (the “Director”).
TEKOIL & GAS CORPORATION STOCK OPTION AGREEMENTStock 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 14th, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 10, 2007, by and between TEKOIL & GAS CORPORATION, a Delaware corporation, with offices located at 5036 Dr. Phillips Blvd., Suite 232, Orlando, Florida 32819 (the “Company”), and the “Buyer” so described on the signature page hereto (referred to as “Buyer”).
DEED OF GUARANTEETekoil & Gas Corp • October 29th, 2007 • Oil & gas field services, nec • England and Wales
Neither the Guarantor’s liability under this deed nor the rights, powers and remedies conferred upon the Beneficiary by this Deed or by law shall be released, impaired or discharged by any matter or thing which might operate to affect or prejudice such rights, powers and remedies including without limitation:
DEED OF GUARANTEEDeed of Guarantee • October 29th, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec • England and Wales
Neither the Guarantor’s liability under this deed nor the rights, powers and remedies conferred upon the Beneficiary by this Deed or by law shall be released, impaired or discharged by any matter or thing which might operate to affect or prejudice such rights, powers and remedies including without limitation:
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”)
AMENDMENT NO. 1 AND WAIVERAnd Waiver • July 10th, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec • New York
This Amendment No. 1 and Waiver (this "Agreement") dated as of July 3, 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").
ContractBlocked Deposit Account Control Agreement • May 23rd, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec • New York
This Blocked Deposit Account Control Agreement dated as of May 11, 2007 (this “Agreement”) among TEKOIL AND GAS GULF COAST, LLC, a Delaware limited liability company (the “Debtor”), J. ARON & COMPANY, as administrative agent for the beneficiaries (the “Secured Party”) and AMEGY BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as a “bank” as defined in Section 9-102 of the UCC (in such capacity, the “Financial Institution”). Capitalized terms used but not defined herein shall have the meaning assigned thereto in the Pledge and Security Agreement, dated as of May 11, 2007, among the Debtor, the other Grantors party thereto, and the Secured Party (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”). Capitalized terms used but not otherwise defined herein or in the Security Agreement shall have the meaning assigned thereto in the Credit and Guaranty Agreement, dated as of May 11, 2007, among the Debtor, Tekoil & Ga
TEKOIL & GAS CORPORATION SUBSCRIPTION AGREEMENTSubscription Agreement • March 24th, 2008 • Tekoil & Gas Corp • Oil & gas field services, nec • Florida
THE COMMON STOCK AND CONVERTIBLE PROMISSORY NOTE DESCRIBED BELOW HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES 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.
FORBEARANCE AGREEMENTTekoil Forbearance Agreement • July 2nd, 2008 • Tekoil & Gas Corp • Oil & gas field services, nec • New York
This Forbearance Agreement (this “Agreement”) dated as of June 26, 2008, 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 “Parent”), 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 (in such capacity, the “Administrative Agent”) and as counterparty to the Company under the ISDA Master Agreement referred to below (in such capacity, “Lender Counterparty”).
January 18, 2008Tekoil & Gas Corp • January 25th, 2008 • Oil & gas field services, nec
MASTER SERVICE AGREEMENT TERMS AND CONDITIONSMaster Service Agreement • April 18th, 2008 • Tekoil & Gas Corp • Oil & gas field services, nec • Texas
THIS MASTER SERVICE AGREEMENT, this “Agreement,” is made and entered into this 4th day of February, 2008 between TEKOIL & GAS CORPORATION, (“CLIENT”) and the Corporate Accounting Group, which is a Division of Temporary Professionals, Inc., a Texas Corporation (“CAG” or “TPI” respectively). This Agreement sets forth the general terms and conditions pursuant to which CAG/TPI will provide services to CLIENT. The specific engagement scope and pricing will be separately documented in the Engagement Letter(s)/Proposal(s) dated at such time agreement upon services is reached, and any such additional Engagement Letter(s)/Proposal(s) as may be accepted by CLIENT from time to time hereafter.
SECOND 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 • February 15th, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec
This SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (the “Second Amendment”) is dated effective as of February 8, 2007, 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 and Gas Gulf Coast, LLC, a Delaware limited liability company, 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”).
ACQUISITION AGREEMENTAcquisition Agreement • July 5th, 2006 • Tekoil & Gas Corp • Florida
THIS ACQUISITION AGREEMENT (the “Agreement”), dated as of May 25, 2005, by and among PEXCON, INC., a Delaware corporation (hereinafter called the “Company”); TEKOIL & GAS CORPORATION, a Florida corporation (hereinafter called “TGC”); the SHAREHOLDERS OF TGC (hereinafter called the “Shareholders”); and GERALD M. DUNNE (“Dunne”).
PLEDGE AGREEMENT dated as of May 11, 2007 between TEKOIL & GAS CORPORATION and J. ARON & COMPANY, as Agent, as the Secured PartyPledge Agreement • May 23rd, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec • New York
This PLEDGE AGREEMENT, dated May 11, 2007 (this "Agreement"), is entered into by and between TEKOIL & GAS CORPORATION, a Delaware corporation (the "Grantor"), and J. ARON & COMPANY, as administrative agent for the Beneficiaries (as herein defined) (in such capacity, the "Secured Party").
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement and Mutual Release • December 11th, 2006 • Tekoil & Gas Corp • Oil & gas field services, nec
This Settlement Agreement and Mutual Release ("Settlement Agreement") is made and entered into on this 5th day of December, 2006, by and between Plaintiff/Counterclaim-Defendant, GERALD M. DUNNE (“Dunne”) and Defendant/Counterclaim-Plaintiff, TEKOIL & GAS CORPORATION (“TEKOIL”) (Dunne and TEKOIL shall also be collectively referred to herein as the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2006 • Tekoil & Gas Corp • Oil & gas field services, nec • Newfoundland and Labrador
THIS EMPLOYMENT AGREEMENT (the “Agreement”), effective as of June 1st, 2006 is entered into by and between DONNA PARSONS, having an address at 1 Edmonton Place, in the City of St. John’s, in the Province of Newfoundland and Labrador, postal code AlA 2N6 (the “Employee”) and TEKOIL RIG DEVELOPMENT CORPORATION, a corporation duly incorporated under the laws of the Province of Newfoundland and Labrador (the “Employer”).
DEED OF GUARANTEETekoil & Gas Corp • October 29th, 2007 • Oil & gas field services, nec • England and Wales
Neither the Guarantor’s liability under this deed nor the rights, powers and remedies conferred upon the Beneficiary by this Deed or by law shall be released, impaired or discharged by any matter or thing which might operate to affect or prejudice such rights, powers and remedies including without limitation:
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • May 23rd, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec • Texas
This Management Services Agreement (this “Agreement”) is made effective as of the 11th day of May, 2007, by and among Tekoil & Gas Corporation, a Delaware corporation (“Manager”) and Tekoil and Gas Gulf Coast, LLC, a Delaware limited liability company (“Company”).
TEKOIL & GAS CORPORATION TRANSFER ACKNOWLEDGEMENT AND AGREEMENTAnd Agreement • May 23rd, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec • Delaware
NOTICE OF FORECLOSURE SALE GALVESTON COUNTY, TEXASTekoil & Gas Corp • June 12th, 2008 • Oil & gas field services, nec
Secures: Promissory Note (“Note”) dated May 11, 2007, in the original principal amount of $50,000,000.00, executed by Grantor and payable to the order of Lender, and all other indebtedness of Grantor to Lender as described in the Deed of Trust
ContractTekoil & Gas Corp • May 23rd, 2007 • Oil & gas field services, nec • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (B) AN EXEMPTION THEREFROM AND, IF REQUESTED BY THE COMPANY, THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT THE TRANSFER IS EXEMPT FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.
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”).
ContractTekoil & Gas Corp • December 14th, 2007 • Oil & gas field services, nec • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (B) AN EXEMPTION THEREFROM AND, IF REQUESTED BY THE COMPANY, THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT THE TRANSFER IS EXEMPT FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.
AMENDMENT NO. 3 AND WAIVER3 and Waiver • October 29th, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec • New York
This Amendment No. 3 and Waiver (this "Agreement") dated as of October 24, 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").
PLEDGE AND SECURITY AGREEMENT dated as of May 11, 2007 between EACH OF THE GRANTORS PARTY HERETO and J. ARON & COMPANY, as Agent, as the Secured PartyPledge and Security Agreement • May 23rd, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of May 11, 2007 (this "Agreement"), by and among TEKOIL AND GAS GULF COAST, LLC, a Delaware limited liability company (the "Company"), each of the undersigned affiliates of the Company, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (together with the Company, collectively, the "Grantors" and individually, a "Grantor"), and J. ARON & COMPANY, as administrative agent for the Beneficiaries (as herein defined) (in such capacity, the "Secured Party").
ContractDefault Deposit Account Control Agreement • May 23rd, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec • New York
This Default Deposit Account Default Control Agreement dated as of May 11, 2007 (this “Agreement”) among TEKOIL AND GAS GULF COAST, LLC, a Delaware limited liability company (the “Debtor”), J. ARON & COMPANY, as administrative agent for the beneficiaries (the “Secured Party”) and AMEGY BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as a “bank” as defined in Section 9-102 of the UCC (in such capacity, the “Financial Institution”). Capitalized terms used but not defined herein shall have the meaning assigned thereto in the Pledge and Security Agreement, dated as of May 11, 2007, among the Debtor, the other Grantors party thereto, and the Secured Party (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”). Capitalized terms used but not otherwise defined herein or in the Security Agreement shall have the meaning assigned thereto in the Credit and Guaranty Agreement, dated as of May 11, 2007, among the Debtor, Tek
AMENDED AND RESTATED OPERATING AGREEMENT OF TEKOIL AND GAS GULF COAST, LLC formerly known as MASTERS ACQUISITION CO., LLC May 11, 2007Operating Agreement • May 23rd, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec • Delaware
THE MEMBERSHIP INTERESTS CREATED BY THIS OPERATING AGREEMENT ARE NOT INTENDED TO CONSTITUTE SECURITIES. TO THE EXTENT THESE MEMBERSHIP INTERESTS ARE CONSTRUED TO BE SECURITIES, THEN SUCH SECURITIES REPRESENTED BY THIS OPERATING AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED NOR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, SUCH QUALIFICATION AND REGISTRATION IS NOT REQUIRED. ANY TRANSFER OF ANY SECURITIES REPRESENTED BY THIS OPERATING AGREEMENT IS FURTHER SUBJECT TO OTHER RESTRICTIONS, TERMS AND CONDITIONS.
TEKOIL & GAS CORPORATION SUBSCRIPTION AGREEMENT (with Put Option)Subscription Agreement • December 14th, 2006 • 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.
Re: Credit and Guaranty Agreement dated as of May 11, 2007 (as amended, supplemented, or restated to the date hereof, the "Credit Agreement") among Tekoil and Gas Gulf Coast, LLC, a Delaware limited liability company ("Borrower"), Tekoil & Gas...Tekoil & Gas Corp • April 18th, 2008 • Oil & gas field services, nec
We refer to the Credit Agreement referenced above and note that all defined terms used in the Credit Agreement are used in this letter unless expressly provided for otherwise. Reference is further made to that certain ISDA Master Agreement dated as of May 11, 2007 (as amended, supplemented, or restated to the date hereof, and together with all confirmations issued thereunder, the "ISDA Agreement") between J. Aron & Company (in such capacity, "Lender Counterparty") and the Borrower.
INDEMNITY AGREEMENTCopy Indemnity Agreement • May 23rd, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec • Texas
This INDEMNITY AGREEMENT (herein so called) dated as of May 11, 2007 (the “Effective Date”) is made by MASTERS RESOURCES, L.L.C., MASTERS OIL & GAS, L.L.C., and MASTERS PIPELINE, L.L.C., all Texas limited liability companies (collectively, “Masters”), and TEKOIL & GAS GULF COAST, LLC, a Delaware limited liability company (“Tekoil”). In this Indemnity Agreement, Masters, collectively or individually, and Tekoil, individually, are sometimes called the “Party”, and Masters and Tekoil are collectively sometimes called the “Parties”).
FOURTH 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 • March 26th, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec
This FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (the “Fourth Amendment”) is dated effective as of March 22, 2007, 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 and Gas Gulf Coast, LLC, a Delaware limited liability company, 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”).
THIRD 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 • March 26th, 2007 • Tekoil & Gas Corp • Oil & gas field services, nec
This THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (the “Third Amendment”) is dated effective as of March 1, 2007, 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 and Gas Gulf Coast, LLC, a Delaware limited liability company, 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”).
