ex10-14.htm


    
      Exhibit 10.14

       

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      Attached
Additional Items No. 2

      to
Assignment of Oil and Gas Lease

      (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

      


      


      TN-K ENERGY GROUP INC.

      


      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:
_____________