Unassociated Document


    Exhibit
      10.39

     

    REGISTRATION
      RIGHTS AGREEMENT


    REGISTRATION
      RIGHTS AGREEMENT
      (this
“Agreement”),
      dated
      as of May 11, 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
GOLDMAN,
      SACHS & CO.,
      (referred to as “Buyer”)
      with
      offices located at c/o Goldman, Sachs E & P Capital, 1000 Louisiana St.,
      Suite 550, Houston, Texas 77002.

    


    PRELIMINARY
      STATEMENTS

    


    A. In
      connection with a certain Warrant to Purchase Common Stock by and between the
      parties of even date herewith (the “Warrant
      Agreement”),
      the
      Company has agreed, upon the terms and subject to the conditions of the Warrant
      Agreement, to issue to the Buyer up to 900,000 shares (subject to adjustment
      as
      provided in the Warrant Agreement) of the Company’s common stock, par value
      $0.000001 per share (the “Common
      Stock”);
      and

    


    B. The
      Company has agreed to provide certain registration rights under the Securities
      Act of 1933, as amended, and the rules and regulations thereunder, or any
      similar successor statute (collectively, the “1933
      Act”),
      and
      applicable state securities laws.

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual covenants contained herein and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the Company and the Buyer hereby agree as
      follows:

     

    1. DEFINITIONS.

     

    a. As
      used
      in this Agreement, the following terms shall have the following
      meanings:

    


    (i) “Investor”
means
      each of the Buyer and any transferee or assignee thereof who agrees in writing
      to become bound by the provisions of this Agreement.

    


    (ii) “register,”
      “registered,”
and
      “registration”
refer
      to a registration effected by preparing and filing a Registration Statement
      or
      Statements in compliance with the 1933 Act and pursuant to Rule 415 under the
      1933 Act or any successor rule providing for offering securities on a continuous
      basis (“Rule
      415”),
      and
      the declaration or ordering of effectiveness of such Registration Statement
      by
      the United States Securities and Exchange Commission (the “SEC”).

    


    (iii) “Registrable
      Securities”
means
      the shares of Common Stock or other securities issuable or issued, as the case
      may be, to the Investors under the Warrant Agreement.

    


    (iv) “Registration
      Period”
means
      the period commencing on the date on which the Registration Statement filed
      pursuant to this Agreement is declared effective by the SEC and expiring on
      the
      date that (A) the Investors may sell all of the Registrable Securities without
      restriction pursuant to Rule 144(k) promulgated under the 1933 Act, or (B)
      the
      Investors have sold all of the Registrable Securities.

    


    (v) “Registration
      Statement”
means
      a
      registration statement of the Company under the 1933 Act, as described in
      Section 1.a.(ii) above.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    b. Capitalized
      terms used herein and not otherwise defined herein shall have the respective
      meanings set forth in the Warrant Agreement.

    


    2. REGISTRATION
      RIGHTS. 

    


    a. Mandatory
      Registration.
      The
      Company shall prepare and file with the SEC a Registration Statement on Form
      S-3
      (or, if such form is unavailable for such a registration, on such other form
      as
      is available for such a registration) covering the resale of the Registrable
      Securities within 45 days of the Warrant Issue Date. The Registration Statement
      (and each amendment or supplement thereto, and each request for acceleration
      of
      effectiveness thereof) shall be provided to and approved by the Investors and
      their counsel prior to its filing or other submission, such approval not to
      be
      unreasonably withheld. The Company will use its reasonable efforts to cause
      such
      Registration Statement to become effective within 120 days of
      filing.

    


    b. 
      Piggy-Back Registrations.
      If at
      any time prior to filing a Registration Statement under this Agreement, the
      Company shall file with the SEC a Registration Statement relating to an offering
      for its own account or the account of others under the 1933 Act of any of its
      equity securities (other than on Form S-4 or Form S-8 or their then equivalents
      relating to equity securities to be issued solely in connection with any
      acquisition of any entity or business or equity securities issuable in
      connection with stock option or other employee benefit plans), the Company
      shall
      send to each Investor who is entitled to registration rights under this Section
      2 written notice of the intended filing of such Registration Statement and,
      if
      within twenty (20) days after receipt of such notice, any Investor shall so
      request in writing, the Company shall include in such Registration Statement
      all
      or any part of the Registrable Securities such Investor requests to be
      registered, except that if, in connection with any underwritten public offering
      for the account of the Company the managing underwriter(s) thereof shall impose
      a limitation on the number of shares of Common Stock which may be included
      in
      the Registration Statement because, in such underwriter(s)’ judgment, marketing
      or other factors dictate such limitation is necessary to facilitate public
      distribution, then the Company shall be obligated to include in such
      Registration Statement only a limited portion of the Registrable Securities
      with
      respect to which such Investor has requested inclusion hereunder, such portion
      to be determined as hereinafter provided; provided that no portion of the equity
      securities which the Company is offering for its own account shall be excluded;
      provided,
      further
      that the
      Company shall be entitled to exclude Registrable Securities to the extent
      necessary to avoid breaching obligations existing prior to the date hereof
      to
      other stockholders of the Company. Subject to the foregoing, the Company shall
      not exclude any Registrable Securities unless the Company has first excluded
      all
      outstanding securities, the holders of which are not entitled to inclusion
      of
      such securities in such Registration Statement or are not entitled to pro rata
      inclusion with the Registrable Securities, and, after giving effect to the
      immediately preceding clause, any exclusion of Registrable Securities shall
      be
      made pro rata with holders of other securities having the right to include
      such
      securities in the Registration Statement other than holders of securities
      entitled to inclusion of their securities in such Registration Statement by
      reason of demand registration rights. If an offering in connection with which
      an
      Investor is entitled to registration under this Section 2 is an underwritten
      offering and such Investor’s Registrable Securities are included in such
      Registration Statement, then the Investor shall, unless otherwise agreed by
      the
      Company, offer and sell such Registrable Securities in such underwritten
      offering using the same underwriter or underwriters and, subject to the
      provisions of this Agreement, on the same terms and conditions as other shares
      of Common Stock included in such underwritten offering. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    3. OBLIGATIONS
      OF THE COMPANY. 

    


    In
      connection with the registration of the Registrable Securities, the Company
      shall have the following obligations:

     

    a. A
      Registration Statement filed pursuant to this Agreement (including any
      amendments or supplements thereto and prospectuses contained therein) shall
      not
      contain any untrue statement of a material fact or omit to state a material
      fact
      required to be stated therein, or necessary to make the statements therein
      not
      misleading.

    


    b. The
      Company shall prepare and file with the SEC such amendments (including
      post-effective amendments) and supplements to the Registration Statement and
      the
      prospectus used in connection with the Registration Statement as may be
      necessary to keep the Registration Statement effective at all times during
      the
      Registration Period, and, during the Registration Period, comply with the
      provisions of the 1933 Act with respect to the disposition of all Registrable
      Securities of the Company covered by the Registration Statement until such
      time
      as all of such Registrable Securities have been disposed of in accordance with
      the intended methods of disposition by the seller or sellers thereof as set
      forth in the Registration Statement.

    


    c. The
      Company shall furnish to each Investor if its Registrable Securities are
      included in the Registration Statement and its legal counsel (i) promptly after
      the same is prepared and publicly distributed, filed with the SEC, or received
      by the Company, one copy of the Registration Statement and any amendment
      thereto, each preliminary prospectus and prospectus and each amendment or
      supplement thereto, and (ii) such number of copies of a prospectus, including
      a
      preliminary prospectus, and all amendments and supplements thereto and such
      other documents as such Investor may reasonably request in order to facilitate
      the disposition of the Registrable Securities owned by such
      Investor.

    


    d.
      As
      promptly as practicable after becoming aware of such event, the Company shall
      notify the Investor of the happening of any event, of which the Company has
      knowledge, as a result of which the prospectus included in the Registration
      Statement, as then in effect, includes an untrue statement of a material fact
      or
      omission to state a material fact required to be stated therein or necessary
      to
      make the statements therein not misleading, and use its best efforts promptly
      to
      prepare a supplement or amendment to the Registration Statement to correct
      such
      untrue statement or omission, and deliver such number of copies of such
      supplement or amendment to the Investor as the Investor may reasonably
      request.

    


    e. 
      The
      Company shall use its best efforts to prevent the issuance of any stop order
      or
      other suspension of effectiveness of a Registration Statement, and, if such
      an
      order is issued, to obtain the withdrawal of such order at the earliest possible
      moment and to notify each Investor if such Investor holds Registrable Securities
      being sold (or, in the event of an underwritten offering, the managing
      underwriters) of the issuance of such order and the resolution thereof.


    


    f. 
      The
      Company shall hold in confidence and not make any disclosure of information
      concerning the Investors provided to the Company unless (i) the Company
      determines disclosure of such information is necessary to comply with federal
      or
      state securities laws, (ii) the disclosure of such information is necessary
      to
      avoid or correct a misstatement or omission in any Registration Statement,
      (iii)
      the release of such information is ordered pursuant to a subpoena or other
      final, non-appealable order from a court or governmental body of competent
      jurisdiction, or (iv) such information has been made generally available to
      the
      public other than by disclosure in violation of this or any other agreement.
      The
      Company agrees that it shall, upon learning that disclosure of such information
      concerning an Investor is sought in or by a court or governmental body of
      competent jurisdiction or through other means, give prompt notice to such
      Investor and allow the Investor, at the Investor’s expense, to undertake
      appropriate action to prevent disclosure of, or to obtain a protective order
      for, such information.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    g. 
      The
      Company shall use its best efforts to cause all the Registrable Securities
      covered by the Registration Statement to be listed on the American Stock
      Exchange and on each additional national securities exchange on which securities
      of the same class or series issued by the Company are then listed, if any,
      if
      the listing of such Registrable Securities is then permitted under the rules
      of
      such exchange.

    


    h. 
      The
      Company shall cooperate with each Investor if it holds Registrable Securities
      and the managing underwriter or underwriters, if any, to facilitate the timely
      preparation and delivery of certificates representing the Registrable Securities
      to be offered pursuant to the Registration Statement and enable such
      certificates to be in such denominations or amounts, as the case may be, as
      the
      managing underwriter or underwriters, if any, or the Investor may reasonably
      request and registered in such names as the managing underwriter or
      underwriters, if any, or the Investor may request.

    


    4. OBLIGATIONS
      OF THE INVESTOR.

    


    In
      connection with the registration of the Registrable Securities, each Investor,
      severally and not jointly with other Investors, shall have the following
      obligations:

    


    a. It
      shall
      be a condition precedent to the obligations of the Company to complete the
      registration of Registrable Securities of an Investors pursuant to this
      Agreement that such Investor shall furnish to the Company such information
      regarding itself, the Registrable Securities held by it and the intended method
      of disposition of the Registrable Securities held by it as shall be reasonably
      required to effect the registration of such Registrable Securities and shall
      execute such documents in connection with such registration as the Company
      may
      reasonably request. At least five (5) days prior to the first anticipated filing
      date of the Registration Statement, the Company shall notify each Investor
      of
      the information the Company requires from the Investor if the Investor elects
      to
      have any of the Investor’s Registrable Securities included in the Registration
      Statement. 

     

    b. Each
      Investor by such Investor’s acceptance of the Registrable Securities agrees to
      cooperate with the Company as reasonably requested by the Company in connection
      with the preparation and filing of the Registration Statement hereunder, unless
      such Investor has notified the Company in writing of the Investor’s election to
      exclude all of the Investor’s Registrable Securities from the Registration
      Statement.

    


    c. Each
      Investor agrees that, upon receipt of any notice from the Company of the
      happening of any event of the kind described in Section 3(d) or 3(e), the
      Investor will immediately discontinue disposition of Registrable Securities
      pursuant to the Registration Statement covering such Registrable Securities
      until the Investor’s receipt of the copies of the supplemented or amended
      prospectus contemplated by Section 3(d) or 3(e) and, if so directed by the
      Company, the Investor shall deliver to the Company (at the expense of the
      Company) or destroy (and deliver to the Company a certificate of destruction)
      all copies in the Investor’s possession, of the prospectus covering such
      Registrable Securities current at the time of receipt of such
      notice.

    


    d. An
      Investor may not participate in any underwritten registration hereunder unless
      the Investor (i) agrees to sell the Investor’s Registrable Securities on the
      basis provided in any underwriting arrangements, (ii) completes and executes
      all
      questionnaires, powers of attorney, indemnities, underwriting agreements and
      other documents reasonably required under the terms of such underwriting
      arrangements, and (iii) agrees to pay its pro rata share of all underwriting
      discounts and commissions.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    e. Each
      Investor shall give notice to the Company when it has sold all of its
      Registrable Securities.

    


    5. EXPENSES
      OF REGISTRATION.

    


    All
      reasonable expenses, other than underwriting discounts and commissions, incurred
      in connection with registrations, filings or qualifications pursuant to Sections
      2 and 3, including, without limitation, all registration, listing and
      qualifications fees, printers and accounting fees, the fees and disbursements
      of
      counsel for the Company, shall be borne by the Company. Notwithstanding the
      foregoing, each Investor shall be responsible for all expenses, fees and
      disbursements incurred by such Investor or on such Investor’s behalf, including
      all fees and disbursements of counsel to the Investor, except as provided in
      Section 6 hereof.

    


    6. INDEMNIFICATION.
      

    


    In
      the
      event any Registrable Securities are included in a Registration Statement under
      this Agreement:

    


    a. The
      Company will indemnify, hold harmless and defend (i) each Investor who holds
      such Registrable Securities, and (ii) the directors, officers and each
      person who controls any such Investor within the meaning of the 1933 Act or
      the
      Securities Exchange Act of 1934, as amended (the “1934
      Act”),
      if
      any, (each, an “Indemnified
      Person”),
      against any losses, claims, damages, liabilities or expenses (joint or several)
      (collectively, “Claims”)
      to
      which any of them may become subject insofar as such Claims (or actions or
      proceedings, whether commenced or threatened, in respect thereof) arise out
      of
      or are based upon: (i) any untrue statement or alleged untrue statement of
      a
      material fact in a Registration Statement or the omission or alleged omission
      to
      state a material fact therein required to be stated or necessary to make the
      statements therein not misleading, (ii) any untrue statement or alleged untrue
      statement of a material fact contained in any preliminary, final or free writing
      prospectus or any amendment thereof or supplement or the omission or alleged
      omission to state therein any material fact necessary to make the statements
      made therein, in light of the circumstances under which the statements therein
      were made, not misleading, or (iii) any violation or alleged violation by the
      Company of the 1933 Act, the 1934 Act, any other law, including, without
      limitation, any state securities law, or any rule or regulation thereunder
      relating to the offer or sale of the Registrable Securities pursuant to a
      Registration Statement (the matters in the foregoing clauses (i) through (iii)
      being, collectively, “Violations”).
      Subject to the restrictions set forth in Section 6(d), the Company shall
      reimburse each Indemnified Person, promptly as such expenses are incurred and
      are due and payable, for any legal fees or other reasonable expenses incurred
      by
      them in connection with investigating or defending any such Claim.
      Notwithstanding anything to the contrary contained herein, the indemnification
      agreement contained in this Section 6(a): (i) shall not apply to a Claim against
      an Indemnified Person arising out of or based upon a Violation which occurs
      in
      reliance upon and in conformity with information furnished in writing to the
      Company by such Indemnified Person expressly for use in connection with the
      preparation of the Registration Statement or any such amendment thereof or
      supplement thereto, if such prospectus was timely made available by the Company
      pursuant to Section 3(c) hereof; (ii) shall not be available to the extent
      such
      Claim is based on a failure of the Indemnified Person to deliver or to cause
      to
      be delivered the prospectus made available by the Company; and (iii) shall
      not
      apply to amounts paid in settlement of any Claim if such settlement is effected
      without the prior written consent of the Company, which consent shall not be
      unreasonably withheld. Such indemnity shall remain in full force and effect
      regardless of any investigation made by or on behalf of the Indemnified Person
      and shall survive the transfer of the Registrable Securities by the
      Investors.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    b. In
      connection with any Registration Statement in which an Investor is
      participating, such Investor agrees, severally and not jointly, to indemnify,
      hold harmless and defend, to the same extent and in the same manner set forth
      in
      Section 6(a), the Company, each of its directors, each of its officers who
      signs
      the Registration Statement, each person, if any, who controls the Company within
      the meaning of the 1933 Act or the 1934 Act, any underwriter and any other
      stockholder selling securities pursuant to the Registration Statement or any
      of
      its directors or officers or any person who controls such stockholder or
      underwriter within the meaning of the 1933 Act or the 1934 Act (collectively
      and
      together with an indemnified Person, an “Indemnified
      Party”),
      against any Claim to which any of them may become subject, under the 1933 Act,
      the 1934 Act or otherwise, insofar as such Claim arises out of or is based
      upon
      any Violation, in each case to the extent (and only to the extent) that such
      violation occurs in reliance upon and in conformity with written information
      furnished to the Company by such Investor expressly for use in connection with
      such Registration Statement or to the extent such Claim is based upon any
      violation or alleged violation by the Investor of the 1933 Act, 1934 Act or
      any
      other law; and such Investor will reimburse any legal or other expenses
      reasonably incurred by them in connection with investigating or defending any
      such Claim; provided, however, that the indemnity agreement contained in this
      Section 6(b) shall not apply to amounts paid in settlement of any Claim if
      such
      settlement is effected without the prior written consent of such Investor,
      which
      consent shall not be unreasonably withheld; provided, further, however, that
      such Investor shall be liable under this Section 6(b) for only that amount
      of a
      Claim as does not exceed the net proceeds to such Investor as a result of the
      sale of Registrable Securities pursuant to such Registration Statement. Such
      indemnity shall remain in full force and effect regardless of any investigation
      made by or on behalf of such Indemnified Party and shall survive the transfer
      of
      the Registrable Securities by the Investors.

    


    c. The
      Company shall be entitled to receive indemnities from underwriters, selling
      brokers, dealer managers and similar securities industry professionals
      participating in any distribution, to the same extent as provided above, with
      respect to information such persons so furnished in writing by such persons
      expressly for inclusion in the Registration Statement.

    


    d. Promptly
      after receipt by an Indemnified Person or Indemnified Party under this Section
      6
      of notice of the commencement of any action (including any governmental action),
      such Indemnified Person or Indemnified Party shall, if a Claim in respect
      thereof is to made against any indemnifying party under this Section 6, deliver
      to the indemnifying party a written notice of the commencement thereof, and
      the
      indemnifying party shall have the right to participate in, and, to the extent
      the indemnifying party so desires, jointly with any other indemnifying party
      similarly noticed, to assume control of the defense thereof with counsel
      mutually satisfactory to the indemnifying party and the Indemnified Person
      or
      the Indemnified Party, as the case may be; provided, however, that an
      Indemnified Person or Indemnified Party shall have the right to retain its
      own
      counsel with the fees and expenses to be paid by the indemnifying party, if,
      in
      the reasonable opinion of counsel retained by the indemnifying party, the
      representation by such counsel of the Indemnified Person or Indemnified Party
      and the indemnifying party would be inappropriate due to actual or potential
      differing interests between such Indemnified Person or Indemnified Party and
      any
      other party represented by such counsel in such proceeding. The failure to
      deliver written notice to the indemnifying party within a reasonable time of
      the
      commencement of any such action shall not relieve such indemnifying party of
      any
      liability to the Indemnified Person or Indemnified Party under this Section
      6,
      except to the extent that the indemnifying party is prejudiced in its ability
      to
      defend such action. The indemnification required by this Section 6 shall be
      made
      by periodic payments of the amount thereof during the course of the
      investigation or defense, as such expense, loss, damage or liability is incurred
      and is due and payable.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    7. CONTRIBUTION.
      

    


    To
      the
      extent any indemnification by an indemnifying party is prohibited or limited
      by
      law, the indemnifying party agrees to make the maximum contribution with respect
      to any amounts for which it would otherwise be liable under Section 6 to the
      fullest extent permitted by law; provided, however, that (i) no contribution
      shall be made under circumstances where the maker would not have been liable
      for
      indemnification under the fault standards set forth in Section 6, (ii) no seller
      of Registrable Securities guilty of fraudulent misrepresentation (within the
      meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution
      from
      any seller of Registrable Securities who was not guilty of such fraudulent
      misrepresentation, and (iii) contribution by any seller of Registrable
      Securities shall be limited in amount to the net amount of proceeds received
      by
      such seller from the sale of such Registrable Securities.

    


    8. AMENDMENT
      OF REGISTRATION RIGHTS. 

    


    Provisions
      of this Agreement may be amended and the observance thereof may be waived
      (either generally or in a particular instance and either retroactively or
      prospectively), only with the written consent of the Company and the Investor.
      Any amendment or waiver effected in accordance with this Section 8 shall be
      binding upon the Investor and the Company.

    


    9. MISCELLANEOUS.

    


    a. A
      person
      or entity is deemed to be a holder of Registrable Securities whenever such
      person or entity owns of record such Registrable Securities or is a Holder
      under
      the Warrant Agreement. If the Company receives conflicting instructions, notices
      or elections from two or more persons or entities with respect to the same
      Registrable Securities, the Company shall act upon the basis of instructions,
      notice or election received from the registered owner of such Registrable
      Securities.

    


    b. Any
      notices required or permitted to be given under the terms of this Agreement
      shall be sent by registered or certified mail, return receipt requested, or
      delivered personally or by courier and shall be effective five days after being
      placed in the mail, if mailed, or upon receipt, if delivered personally or
      by
      courier, in each case addressed to a party. The addresses for such
      communications shall be:

    


    
      	If to the Company:	
              Tekoil & Gas Corporation

              
                5036
                  Dr. Phillips Blvd., Suite 232

                Orlando,
                  Florida 32819

                Telephone:
                  (407) 996-8506

                Telecopy:
                  (407) 996-8507

                Attention:
                  Mr. Mark Western

              

            	 
	 	 	 
	With copy to:	
              Baker & Hostetler LLP

              
                200
                  South Orange Avenue

                Orlando,
                  FL 32801

                Telephone:
                  (407) 649-4001

                Telecopy:
                  (407) 841-0168

                Attention:
                  Kenneth C. Wright, Esq.

              

            	 
	 	 	 
	If to the Buyer:	
              Goldman, Sachs & Co.

              
                c/o
                  Goldman, Sachs E & P Capital

                1000
                  Louisiana St., Suite 550

                Houston,
                  TX 77002

                Telephone:
                  (713) 658-2690

                Telecopy:
                  (713) 658-2603

                Attention:
                  John Howie

              

            	 


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    If
      to any
      other Investor, to the address of such Investor provided by such Investor in
      the
      written instrument contemplated by the definition of "Investor"
      above.

    


    Each
      party shall provide notice to the other party of any change in
      address.

    


    c. Failure
      of any party to exercise any right or remedy under this Agreement or otherwise,
      or delay by a party in exercising such right or remedy, shall not operate as
      a
      waiver thereof.

    


    d. This
      Agreement shall be enforced, governed by and construed in accordance with the
      laws of the State of New York applicable to agreements made and to be performed
      entirely within such State. In the event that any provision of this Agreement
      is
      invalid or unenforceable under any applicable statute or rule of law, then
      such
      provision shall be deemed inoperative to the extent that it may conflict
      therewith and shall be deemed modified to conform with such statute or rule
      of
      law. Any provision hereof which may prove invalid or unenforceable under any
      law
      shall not affect the validity or enforceability of any other provision
      hereof.

    


    e. This
      Agreement, the letter agreement dated the date hereof between the Company and
      the Buyer, the Warrant Agreement and the Credit Agreement constitute the entire
      agreement among the parties hereto with respect to the subject matter hereof
      and
      thereof. There are no restrictions, promises, warranties or undertakings, other
      than those set forth or referred to herein and therein. This Agreement, the
      Warrant Agreement and the Credit Agreement supersede all prior agreements and
      understandings among the parties hereto with respect to the subject matter
      hereof and thereof.

    


    f. This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      assigns of each of the parties hereto.

    


    g. The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

    


    h. This
      Agreement may be executed in two or more identical counterparts, each of which
      shall be deemed an original but all of which shall constitute one and the same
      agreement. This Agreement, once executed by a party, may be delivered to the
      other party hereto by facsimile transmission of a copy of this Agreement bearing
      the signature of the party so delivering this Agreement.

    


    i. Each
      party shall do and perform, or cause to be done and performed, all such further
      acts and things, and shall execute and deliver all such other agreements,
      certificates, instruments and documents, as the other party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the consummation of the transactions contemplated
      hereby.

    


    [SIGNATURES
      APPEAR ON FOLLOWING PAGE]

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have caused this Registration Rights Agreement
      to
      be duly executed as of day and year first above written.

    
      	 	 	 
	 	
              “Company”

              


              TEKOIL
                & GAS CORPORATION

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
                

              

              Mark Western, 

              Chairman and CEO

            


    

     

     

    
      Signature
        Page to Registration Rights Agreement

    

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	
              “Buyer”

              


              GOLDMAN,
                SACHS & CO.

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Milton R. Millman
	 	
              

              Print
                Name: Milton
                R. Millman III

            
	 	
              As
                its: Authorized
                Signatory

            


    

     

    


    Signature
      Page to Registration Rights Agreement

    
      
        
        

      

      
        10