TEKOIL & GAS CORPORATION TRANSFER ACKNOWLEDGEMENT AND AGREEMENT
Exhibit
10.46
TEKOIL
& GAS CORPORATION
TRANSFER
ACKNOWLEDGEMENT
AND
AGREEMENT
1. Prior
Subscription.
Each
Subscriber (as identified on the signature page attached hereto) has subscribed,
pursuant to a certain Amended and Restated Subscription Agreement executed
by
the parties hereto as of April 12, 2007 (the “Subscription Agreement”), for and
agreed to be issued Nine Million (9,000,000) shares of Common Stock (the
“Common
Stock”)
of
Tekoil & Gas Corporation, a Delaware corporation (the “Company”),
all
as consideration under a certain Purchase and Sale Agreement dated November
13,
2006, and as amended through the date hereof (referred to together as the
“PSA”).
Capitalized terms used herein and not otherwise defined have the meanings
ascribed to them in the PSA. The Common Stock is also referred to herein as
the
“Securities”.
Each
Subscriber and the Company is also party to a certain Registration Rights
Agreement dated December 29, 2006 and as amended through the date hereof by
the
amendments to the PSA (the “Registration Rights Agreement”).
2. Distribution.
As
contemplated in the Subscription Agreement and the Registration Rights
Agreement, Subscribers desire to distribute and transfer the certain of the
shares of Common Stock to the “Transferees” indicated below to or for the
benefit of the members of the Subscribers and request that the Company do so,
and such Transferees desire to receive certificates representing the shares
of
Common Stock to be transferred to them as indicated below, but subject in all
respects to the terms hereof and the other agreements described
herein:
|
Transferee
|
Shares
of Common Stock
|
|
Rich
Holdings LLC,
|
4,000,000
|
|
A
Texas limited liability company,
|
|
|
wholly
owned by ▇▇▇▇▇▇▇ ▇. ▇▇▇
|
|
|
▇▇▇▇
▇. ▇▇▇▇▇▇
|
4,000,000
|
and
the
balance of 1,000,000 shares of Common Stock shall be issued in the name of
Masters Resources, LLC (one of the original Subscribers).
3. Transferee's
Representations and Warranties.
Each
Transferee, severally and not jointly, represents, warrants, acknowledges and
agrees that:
(a) Transferee
is a resident of the state indicated on the signature page hereof, is legally
competent to execute this agreement, and:
(i) if
Transferee is an individual, has his or her principal residence in such
state;
(ii) if
Transferee is a corporation, partnership, trust, limited liability company
or
other form of business organization, has its principal office in such state;
or
(iii) if
Transferee is a corporation, partnership, trust, limited liability company
or
other form of business organization, Transferee has not been organized for
the
specific purpose of acquiring the Common Stock.
(b) Transferee
has not been offered the Securities by any form of general solicitation or
general advertising, including but not limited to any advertisement, article,
notice or other communication published in any newspaper, magazine, or similar
media or broadcast over television or radio, or any seminar or meeting whose
attendees have been invited by any general solicitation or general
advertising.
(c) Transferee
has had access during the course of this transaction and prior to the issuance
of the Securities to all information necessary to enable Transferee to evaluate
the merits and risks of a prospective investment in the Company (including,
without limitation, the periodic and other reports filed by the Company with
the
U.S. Securities and Exchange Commission (the “SEC”) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), and Transferee has had
the opportunity to ask questions of and receive answers from the officers and
directors of the Company, or a person or persons acting on its behalf,
concerning the terms and conditions of the offering and all questions raised
by
Transferee have been answered to the full satisfaction of
Transferee.
(d) There
are
substantial restrictions on the transferability of the Securities and,
accordingly, Transferee will need to bear the economic risk of the investment
in
the Securities for an indefinite period of time and will not be readily able
to
liquidate the investment in case of an emergency.
(e) Transferee
understands that the Company has a limited financial or operating history,
each
of the Securities is a speculative investment which involves a high degree
of
financial risk, and there is no assurance of any economic, income or tax benefit
from such investment.
(f) In
making
this investment, Transferee is relying solely upon the advice of Transferee's
personal tax advisors, and not the Company nor its advisers and counsel, with
respect to the tax aspects of an investment in the Securities.
(g) If
Transferee is a corporation, partnership, trust, limited liability company,
employee benefit plan or other entity, Transferee is authorized and qualified
to
become a stockholder of the Company and the person signing this agreement on
behalf of such entity has been duly authorized by such entity to do
so.
(h) No
representations or warranties have been made to Transferee by the Company or
any
officer, employee, agent or affiliate of the Company (other than those set
forth
in the PSA), and Transferee's investment decision has been based solely upon
Transferee's independent evaluation and due diligence, if any, of the
Company.
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(i) Transferee
is experienced in evaluating and investing in early stage companies such as
the
Company. Transferee is experienced in business matters and regards himself,
herself or itself as a sophisticated investor able to evaluate investment and
financial information and to choose independent professional advisors to assist
in such evaluation and, either alone or with such advisers, has such knowledge
and experience in financial and business matters that Transferee is capable
of
evaluating the merits and risks of an investment in the Securities and has
the
capacity to protect Transferee’s own interests in connection with Transferee’s
proposed investment in the Securities.
(j) Transferee’s
aggregate commitments to investments that are not readily marketable are not
disproportionate to Transferee’s net worth and an investment in the Securities
will not cause such aggregate commitment to become excessive. Transferee has
adequate means of providing for Transferee’s current needs and possible personal
and family contingencies. Transferee will not be readily able to liquidate
the
investment in the case of an emergency, and Transferee has no need for liquidity
in this investment in the Company.
(k) Transferee
has a preexisting business or personal relationship with the Company or with
one
or more of its officers or directors. Transferee is acquiring the Securities
solely for Transferee’s own account for investment (and not for the account of
any other person), and not with a view to, or for, any resale, distribution,
fractionalization or other transfer thereof, and Transferee has no present
plans
to enter into any contract, undertaking, agreement or arrangement for any such
resale, distribution, fractionalization or transfer.
(l) The
terms
of the Registration Rights Agreement, as amended, shall apply to Transferee
as
if Transferee were a signatory thereto.
4. Representations
and Warranties Concerning Suitability and Accredited Investor
Status.
Transferee hereby represents and warrants to the Company that Transferee is
an
“Accredited Investor” (as defined under Regulation D as promulgated and
amended by the SEC pursuant to the Securities Act) on the basis of the
representations made by Transferee to the Company below. Transferee hereby
represents and warrants and agrees that:
(a) Transferee
has such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of an investment in the Company
and
has obtained sufficient information from the Company to evaluate the merits
and
risks of an investment in the Company.
(b) Transferee
has determined that the Securities are a suitable investment for Transferee.
Transferee is able to bear the economic risk of the investment in the Company
(including a complete loss thereof) and has adequate financial or other means
for providing for Transferee's current needs and contingencies and has no need
for liquidity in this investment.
5. Fees
and Expenses.
Transferee shall pay for all its own fees and expenses in connection with this
subscription, including without limitation legal fees and fees of its advisors
and counsel, if any.
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6. Restrictions.
The
Transferee will not at any time make any disposition of any of the Securities
except in accordance with applicable federal and state securities laws and
the
legend set forth below. The certificates for the Securities to be issued to
the
undersigned will bear a legend in substantially the following form:
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE. SUCH SECURITIES
MAY
NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES
LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION
IS
NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR SUCH LAWS.
In
the
event the Common Stock may be publicly resold under the Registration Rights
Agreement or otherwise under applicable securities laws, Transferees and Masters
Resources, LLC together agree that they will not publicly resell more than
250,000 shares thereof per calendar week. Transferees and Masters Resources,
LLC
together agree that a legend reflecting the foregoing, pro-rated as to the
allocations described above, and reasonable transfer restrictions consistent
therewith may be placed on the Common Stock.
7. Miscellaneous.
The
terms and conditions contained in this agreement (together with the PSA and
Registration Rights Agreement) constitute the entire agreement between the
parties with respect to the subject matter hereof and supersede all previous
agreements and under-standings, whether oral or written, between the parties
hereto with respect to the subject matter hereof. This agreement shall be
construed in accordance with and governed by the laws of the State of Delaware.
This agreement may be amended only by a writing executed by the Company and
Transferee.
IN
WITNESS WHEREOF,
Transferee has executed this agreement on the date indicated on the signature
page hereof.
[Signatures
on Next Page]
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The
undersigned each confirms and certifies that it has read this entire agreement
and understands the provisions hereof, and that the undersigned has executed
this agreement as of the date set forth below.
DATED:
May ____, 2007
Which
will be held by Transferee(s) in the following manner, if
applicable:
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( ) Community
Property
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( ) Joint
Tenants with Right of Survivorship
|
|
( ) Tenants
in Common
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( ) Separate
Property
|
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( X ) Other:
(e.g.
individual, corporation, partnership, limited liability company (as
to
both ), trust, investment company). Please indicate: ___________
|
|
Subscriber
Signature(s):
| MASTERS RESOURCES, LLC | MASTERS OIL & GAS, LLC | |||
| /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| Name and Title of Signatory if Subscriber is an entity | ||||
| By: |
▇▇▇▇
▇. ▇▇▇▇▇▇
|
By:
|
▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Signature | Signature of Joint Subscriber | |||
| Social Security or Tax ID Number | Social Security or Tax ID Number of Joint Subscriber | |||
| Address | Address of Joint Subscriber | |||
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| Transferee: | Transferee: | |||
| RICH HOLDINGS LLC | MASTERS OIL & GAS, LLC | |||
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇ |
By:
|
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| ▇▇▇▇▇▇▇ ▇. ▇▇▇ | ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
| As its: Managing Member |
|
|||
| ###-##-#### | ###-##-#### | |||
| Social Security or Tax ID Number | Social Security or Tax ID Number of Joint Subscriber | |||
| ▇ ▇▇▇▇ ▇▇▇▇▇▇ | ▇▇ ▇▇▇▇▇▇▇▇ ▇▇. #200 | |||
| Address | Address of Joint Transferee | |||
|
Houston,
TX 77042
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▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | |||
| Accepted By: | ||||
|
TEKOIL
& GAS CORPORATION,
a
Delaware corporation
|
||||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ | |||
| Signature | ||||
| ▇▇▇▇ ▇▇▇▇▇▇▇, President | ||||
| Name/Title | ||||
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Note:
In
the
case of subscription by,
|
·
|
Joint
Tenants
with Rights of Survivorship or Tenants
in Common,
all tenants must execute this subscription,
|
|
·
|
Husband
and Wife,
as community property, one signature only is required.
|
|
·
|
A
Trust,
the Trustee must sign and a copy of the Trust Agreement should be
provided.
|
|
·
|
A
Partnership,
a copy of the Statement of Partnership or the Partnership Agreement
should
be provided, and execution must be by the number of partners required
therein to bind the Partnership.
|
|
·
|
A
Corporation,
a resolution of the Board of Directors authorizing the subscription
and
certified by the Secretary should be included.
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