Unassociated Document


    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 Richard H. Lee

               

            	 
	
              John
                W. Barton

            	
              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.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (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.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    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:

    


    
      	
              (     )     Community
                Property

            	
              (     )     Joint
                Tenants with Right of Survivorship

            
	
              (     )     Tenants
                in Common

            	
              (     )     Separate
                Property

            
	
              ( 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/ John
              W. Barton	 	 	/s/ John
              W. Barton
	 	Name and Title of Signatory
              if
              Subscriber is an
              entity	 	 	
            
	 	 	 	 	 
	By:	
               John
                W. Barton

            	 	
               By: 
                

            	John
              W. Barton
	 	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/ Richard
                H. Lee 	 	
                By: 
                  

              	/s/ John
                W. Barton
	 	    
                Richard H. Lee 	 	 	     John
                W. Barton
	 	 	 	 	 
	As
                its: Managing Member	 	
                  
                  

              	 
	 	 	 	 	 
	 	 	 	 	 
	 	###-##-####	 	 	###-##-####
	 	Social Security or Tax ID Number 	 	 	Social Security or Tax ID Number of
                Joint
                 Subscriber
	 	 	 	 	 
	 	7
                Twin Circle 	 	 	18
                Woodlake Sq. #200
	 	Address 	 	 	Address of Joint Transferee
	 	 	 	 	 
	 	
                Houston,
                  TX 77042   

              	 	 	Houston,
                TX 77063
	 	 	 	 	 
	 	 	 	 	 
	 	Accepted By:	 	 	 
	 	 	 	 	 
	 	
                TEKOIL
                  & GAS CORPORATION,

                a
                  Delaware corporation

              	 	 	 
	 	 	 	 	 
	By:	/s/ Mark
                Western	 	 	 
	 	Signature	 	 	 
	 	 	 	 	 
	 	Mark
                Western, 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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