0000922907-07-000627 Sample Contracts

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Exhibit h.2 TORTOISE GAS AND OIL CORPORATION (a Maryland corporation) ________ Common Shares PLACEMENT AGREEMENT Dated: July 17, 2007 -------------------------------------------------------------------------------...
Tortoise Gas & Oil Corp • September 28th, 2007 • New York

STIFEL, NICOLAUS & COMPANY, INCORPORATED WACHOVIA CAPITAL MARKETS, LLC, as Representatives of the several Placement Agents c/o Stifel, Nicolaus & Company, Incorporated 501 N. Broadway St. Louis, Missouri 63102

Exhibit h.1 TORTOISE GAS AND OIL CORPORATION (a Maryland corporation) 100 Common Shares PURCHASE AGREEMENT Dated: July 17, 2007 ------------------------- ------------------------------------------------------- -----------------------...
Purchase Agreement • September 28th, 2007 • Tortoise Gas & Oil Corp • New York

Tortoise Gas and Oil Corporation, a Maryland corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell in a private placement 100 shares of common stock, par value $.001 per share (the "Common Shares"), of the Company to Stifel, Nicolaus & Company Incorporated (the "Purchaser") under the Securities Act of 1933, as amended (the "1933 Act"), in reliance upon an exemption from registration pursuant to Rule 144A ("Rule 144A") of the rules and regulations promulgated under the 1933 Act (the "1933 Act Regulations") by the Securities and Exchange Commission (the "Commission"), by means of and on the terms and in the manner set forth herein and in the Final Offering Memorandum (as defined below). The term "Preliminary Offering Memorandum" as used herein means the preliminary offering dated June 13, 2007 as supplemented by the supplement to preliminary offering memorandum dated July 13, 2007 (collectively, the "Preliminary Offering Memorandum"),

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Administration Agreement • September 28th, 2007 • Tortoise Gas & Oil Corp • Delaware
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