Common use of Authority; No Conflicts Clause in Contracts

Authority; No Conflicts. (i) The execution, delivery and performance of this Agreement have been duly authorized by all requisite corporate action on the part of KRE subject to the Required KRE Vote (as defined below). This Agreement has been executed and delivered by KRE and constitutes a valid and binding obligation of KRE enforceable in accordance with its terms (except as limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors' rights). (ii) The execution and delivery of this Agreement by KRE does not, and the consummation of the Merger by KRE and the other transactions contemplated hereby will not, conflict with, or result in a violation pursuant to: (A) any provision of the certificate of incorporation or bylaws of KRE, or (B) any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to KRE or any Subsidiary of KRE or any of their properties or assets, except as would not have a Material Adverse Effect on to KRE, subject to obtaining the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to KRE or its Subsidiaries in connection with the execution and delivery of this Agreement by KRE or the consummation of the Merger and the other transactions contemplated thereby, except for (A) the Required Consents, (B) such consents, approvals, orders, authorizations, registrations and declarations by Governmental Entities (including, without limitation, the Minerals Management Service, the Bureau of Land Management and all other federal and state regulatory entities having

Authority; No Conflicts. (i) Parent has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite necessary corporate action on the part of KRE subject to the Required KRE Vote (as defined below)Parent. This Agreement has been duly executed and delivered by KRE Parent and constitutes a valid and binding obligation agreement of KRE Parent, enforceable against it in accordance with its terms (terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or other laws affecting the enforcement creditors generally, or by general equity principles (regardless of creditors' rightswhether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement by KRE does not or will not, as the case may be, and the consummation of the Merger by KRE and the other transactions contemplated hereby will not, conflict with, or result in a violation pursuant toany Violation of: (A) any provision of the certificate Organizational Documents of incorporation or bylaws of KRE, Parent or (B) except as could not reasonably be expected to have a Material Adverse Effect on Parent and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to KRE Parent or any Subsidiary of KRE or any of their its respective properties or assets, except as would not have a Material Adverse Effect on to KRE, subject to obtaining the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to KRE or its Subsidiaries Parent in connection with the execution and delivery of this Agreement by KRE Parent or the consummation by Parent of the Merger and the other transactions contemplated therebyhereby, except for (A) the Required Consentsconsents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to clause (x) of Section 2.1(c)(iv) and (B) such consents, approvals, orders, authorizations, registrations registrations, declarations and declarations by Governmental Entities (including, without limitation, filings the Minerals Management Service, failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect on Parent or impair or delay the Bureau ability of Land Management and all other federal and state regulatory entities havingParent to consummate the transactions contemplated hereby.

Authority; No Conflicts. (ia) Parent and Merger Sub have all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite necessary corporate action on the part of KRE subject to the Required KRE Vote (as defined below)Parent and Merger Sub. This Agreement has been duly executed and delivered by KRE Parent and Merger Sub and assuming due authorization, execution and delivery hereof by the Company and/or the other parties hereto, as applicable, and constitutes a the valid and binding obligation of KRE Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms (terms, except as that such enforceability may be limited by bankruptcy, insolvency, moratorium or other laws similar Laws affecting the enforcement or relating to creditors’ rights generally and by general principles of creditors' rights). (ii) equity. The execution and delivery of this Agreement by KRE does Parent and Merger Sub do not, and the consummation of the Merger by KRE and the other transactions contemplated hereby will notnot (i) conflict with or result in a violation or breach of any provision of the Articles of Incorporation or Bylaws of Parent, each as amended, (ii) conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a violation pursuant to: (A) right of termination, cancellation or acceleration of any provision obligation or loss of any benefit, or increased, additional, accelerated or guaranteed rights or entitlements of any person, under any material Contract, or material Permit to which the Parent, or any of its Subsidiaries is a party or by which any of the certificate Assets and Properties of incorporation Parent or bylaws any of KRE, its Subsidiaries are bound which would reasonably be expected to result in a Parent Material Adverse Effect; or (Biii) conflict with or result in any loan violation or credit agreementbreach of any Law or Order of any court, note, mortgage, bond, indenture, lease, benefit plan Governmental Body or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation arbitrator applicable to KRE the Company or any Subsidiary of KRE its Subsidiaries or any of their properties or assets, except as would not have a Material Adverse Effect on to KRE, subject to obtaining the consents, approvals, orders, authorizations, registrations, declarations Assets and filings referred to in paragraph (iii) belowProperties. (iiib) No consent, waiver, approval, order Order, Permit or authorization of, or registration, declaration or filing with, any Governmental Entity Entity, is required by or with respect to KRE Parent or its Subsidiaries Merger Sub in connection with the execution and delivery of this Agreement by KRE Parent or Merger Sub or the consummation by Parent or Merger Sub of the Merger and the other transactions contemplated therebyhereby, except for (Ai) the Required Consentsfiling of the California Agreement of Merger, together with the required officers’ certificates, as provided in Section 1.2, (Bii) any filings as may be required under applicable state securities Laws and the securities Laws of any foreign country, (iii) filings required under the HSR Act and (iv) such other consents, approvalswaivers, ordersOrders, Permits, authorizations, registrations and registrations, declarations by Governmental Entities (includingor filings which, without limitationif not obtained or made, would not reasonably be expected to impair in any material respect the Minerals Management Service, ability of Parent or Merger Sub to perform its obligations under this Agreement or to prevent or materially delay the Bureau completion of Land Management and all other federal and state regulatory entities havingthe Merger.

Authority; No Conflicts. (ia) Parent has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite necessary corporate action on the part of KRE subject to the Required KRE Vote (as defined below)Parent. This Agreement has been duly executed and delivered by KRE Parent and constitutes a valid and binding obligation agreement of KRE Parent, enforceable against it in accordance with its terms (terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or other laws affecting the enforcement creditors generally, or by general equity principles (regardless of creditors' rightswhether such enforceability is considered in a proceeding in equity or at law). (iib) The execution and delivery of this Agreement by KRE does not or will not, as the case may be, and the consummation of the Merger by KRE and the other transactions contemplated hereby will not, conflict with, or result in a violation pursuant toany Violation of: (Ai) any provision of the certificate Organizational Documents of incorporation or bylaws of KREParent, or (Bii) except as could not reasonably be expected to have a Material Adverse Effect on Parent and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (c) below, any material loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to KRE Parent, or any Subsidiary of KRE or any of their its properties or assets, except as would not have a Material Adverse Effect on to KRE, subject to obtaining the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below. (iiic) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to KRE or its Subsidiaries Parent in connection with the execution and delivery of this Agreement by KRE Parent or the consummation by Parent of the Merger and the other transactions contemplated therebyhereby, except for (Ai) the Required Consents, applicable private placement filing under the federal securities laws; (Bii) the filing of the Certificates of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Parent is qualified to do business; (iii) such filings with and approvals of NASDAQ to permit the shares of Parent Common Stock that are to be issued in the Mergers to be listed on NASDAQ; (iv) filings with Governmental Entities to satisfy the applicable requirements of state securities or “blue sky” laws; and (v) such consents, approvals, ordersorders or authorizations the failure of which to be made or obtained individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect on the Company. (d) Merger Subs have all requisite corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, authorizationsdelivery and performance by Merger Subs of this Agreement and the consummation by Merger Subs of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Merger Subs. This Agreement has been duly executed and delivered by Merger Subs and constitutes a valid and binding agreement of Merger Subs, registrations enforceable against them in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and declarations other similar laws relating to or affecting creditors generally, or by Governmental Entities general equity principles (including, without limitation, the Minerals Management Service, the Bureau regardless of Land Management and all other federal and state regulatory entities havingwhether such enforceability is considered in a proceeding in equity or at law).

Authority; No Conflicts. (ia) Parent has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite necessary corporate action on the part of KRE Parent and Merger Subs, subject only to the Required KRE Vote approval of the Share Issuance and the Charter Amendment by Parent’s stockholders as contemplated in Section 5.2 (as defined below)the “Parent Stockholder Approval”) and the filing and recordation of the Certificate of Merger pursuant to Delaware Law. This Agreement has been duly executed and delivered by KRE Parent and Merger Subs and, assuming the due authorization, execution and delivery by the Company constitutes a the valid and binding obligation obligations of KRE Parent and Merger Subs, enforceable in accordance with its terms (terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, Table of Contents moratorium, reorganization or other similar laws affecting the enforcement rights of creditors' rights). (ii) creditors generally and the availability of equitable remedies. The execution and delivery of this Agreement by KRE does Parent do not, and the consummation performance of the Merger this Agreement by KRE and the other transactions contemplated hereby Parent will not, (i) conflict withwith or violate the Certificate of Incorporation or Bylaws of Parent or the equivalent organizational documents of any of its subsidiaries, (ii) subject to obtaining Parent Stockholder Approval and compliance with the requirements set forth in Section 3.4(b) below, conflict with or violate any Legal Requirement applicable to Parent or any of its subsidiaries or by which its or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair Parent’s rights or alter the rights or obligations of Parent or any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a violation pursuant to: (A) Lien on any provision of the certificate of incorporation or bylaws of KREproperties, including any leased real property, or (B) any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to KRE or any Subsidiary assets of KRE Parent or any of their properties its subsidiaries pursuant to, any Parent Contract (as defined in Section 3.14). The Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or assetsany of its subsidiaries’ agreements, except as contracts, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if not obtained, would not have a Material Adverse Effect on Parent or the Surviving Entity or have a material adverse effect on the ability of the parties to KRE, subject to obtaining consummate the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) belowTransaction. (iiib) No consent, approval, order or authorization of, or registration, declaration or filing with, with any Governmental Entity is required by or with respect to KRE or its Subsidiaries Parent in connection with the execution and delivery of this Agreement by KRE or the consummation of the Merger and the other transactions contemplated therebyhereby, except for (Ai) the Required Consents, Necessary Consents and (Bii) such other consents, approvals, orders, authorizations, filings, approvals and registrations and declarations by Governmental Entities (includingwhich, without limitationif not obtained or made, would not be material to Parent or the Minerals Management Service, Company or have a material adverse effect on the Bureau ability of Land Management and all other federal and state regulatory entities havingthe parties to consummate the Transaction.

Authority; No Conflicts. (ia) The execution, delivery and performance of this Agreement have been duly authorized by Parent has all requisite corporate action on power and corporate authority to enter into this Agreement and to consummate the part of KRE subject to the Required KRE Vote (as defined below)transactions contemplated hereby. This Agreement has been executed and delivered by KRE and constitutes a valid and binding obligation of KRE enforceable in accordance with its terms (except as limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors' rights). (ii) The execution and delivery of this Agreement by KRE does not, and the consummation of the Merger by KRE and the other transactions contemplated hereby will nothave been duly authorized by all necessary corporate action on the part of Parent. This Agreement has been duly executed and delivered by Parent and constitutes a valid and binding agreement of Parent, conflict with, or result enforceable against it in a violation pursuant to: (A) any provision of the certificate of incorporation or bylaws of KRE, or (B) any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to KRE or any Subsidiary of KRE or any of their properties or assetsaccordance with its terms, except as would not have such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors generally, or by general equity principles (regardless of whether such enforceability is considered in a Material Adverse Effect on to KRE, subject to obtaining the consents, approvals, orders, authorizations, registrations, declarations and filings referred to proceeding in paragraph (iii) belowequity or at law). (iiib) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to KRE or its Subsidiaries Parent in connection with the execution and delivery of this Agreement by KRE Parent or the consummation by Parent of the Merger and the other transactions contemplated therebyhereby, except for (Ai) the Required Consents, filing of the Agreements of Merger with the Secretary of State of the State of California and appropriate documents with the relevant authorities of other states in which Parent is qualified to do business; (Bii) those required under the HSR Act or any other antitrust or competition Law; and (iii) such consents, approvals, ordersorders or authorizations the failure of which to be made or obtained individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect on Parent. (c) Each of Merger Sub and KLO Merger Sub has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, authorizationsdelivery and performance by Merger Sub and KLO Merger Sub of this Agreement and the consummation by Merger Sub and KLO Merger Sub of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Merger Sub and KLO Merger Sub. This Agreement has been duly executed and delivered by Merger Sub and KLO Merger Sub and constitutes a valid and binding agreement of Merger Sub and KLO Merger Sub, registrations enforceable against each of them in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and declarations other similar laws relating to or affecting creditors generally, or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) Neither the execution and delivery by the Parent, Merger Sub or KLO Merger Sub of this Agreement or any of the other documents referred to herein to which the Parent, Merger Sub or KLO Merger Sub are a party (including without limitation the Agreement of Merger and the KLO Agreement of Merger), nor the consummation of the transactions contemplated hereby or thereby, will (A) result in any Violation of (i) the Organizational Documents of any of Parent, Merger Sub or KLO Merger Sub, (ii) any material note, loan or credit agreement, mortgage, deed of trust, bond, indenture, benefit plan, lease or other agreement, instrument, permit, concession, franchise, or license to which any of Parent, Merger Sub or KLO Merger Sub is a party or by which any of them or any of their respective properties or assets are bound, or (iii) any Law, writ, injunction or license of any Governmental Entities Entity having jurisdiction over the Parent, Merger Sub or KLO Merger Sub or their respective properties or assets, or (includingB) create an Encumbrance on any of the material properties or assets of the Parent, without limitation, the Minerals Management Service, the Bureau of Land Management and all other federal and state regulatory entities havingMerger Sub or KLO Merger Sub.

Authority; No Conflicts. (i) Parent has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite necessary corporate action on the part of KRE subject to the Required KRE Vote (as defined below)Parent. This Agreement has been duly executed and delivered by KRE Parent and constitutes a valid and binding obligation agreement of KRE Parent, enforceable against it in accordance with its terms (terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or other laws affecting the enforcement creditors generally or by general equity principles (regardless of creditors' rightswhether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement by KRE Parent and Merger Sub does not, and the consummation by Parent and Merger Sub of the Merger by KRE and the other transactions contemplated hereby will not, conflict with, or result in any violation of, or constitute a violation pursuant todefault (with or without notice or lapse of time, or both) under: (A) any provision 6 of the certificate Restated Certificate of incorporation Incorporation and Bylaws, in each case as amended, of Parent or bylaws any similar governing documents of KREany material Subsidiary of Parent, or (B) any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to KRE Parent or any Subsidiary of KRE Merger Sub or any of their respective properties or assets, except as would not have a Material Adverse Effect on to KRE, subject to obtaining the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a " Governmental Entity Entity"), is required by or with respect to KRE Parent or its Subsidiaries Merger Sub in connection with the execution and delivery of this Agreement by KRE Parent or Merger Sub or the consummation of the Merger and the other transactions contemplated thereby, except for (A) the Required Consents, (B) such consents, approvals, orders, authorizations, registrations and declarations by Governmental Entities (including, without limitation, the Minerals Management Service, the Bureau of Land Management and all other federal and state regulatory entities havinghereby.

Authority; No Conflicts. (ia) Each of Parent and the Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions to which it is a party that are contemplated by this Agreement. The execution, execution and delivery and performance of this Agreement by Parent and the Merger Sub and the consummation of the transaction contemplated by this Agreement by Parent and the Merger Sub have been duly and validly authorized by all requisite necessary corporate action and no other corporate proceedings on the part of KRE subject Parent and the Merger Sub, subject, in the case of consummation of the Merger only, to the Required KRE Vote adoption of this Agreement and the approval of the Merger by the stockholders of Parent and the Merger Sub, and no other stockholder vote is necessary, to authorize this Agreement and the Related Agreements or to consummate the transactions contemplated hereby or thereby. (as defined below). b) This Agreement has been duly executed and delivered by KRE Parent and Merger Sub and constitutes a valid and binding obligation agreement of KRE Parent and Merger Sub, enforceable against each of them in accordance with its terms (terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or other laws affecting the enforcement of creditors' rights)creditors generally and by general equity principles. (iic) The execution and delivery of this Agreement by KRE Parent and the Merger Sub does not, and the performance of this Agreement and the consummation of the Merger transactions contemplated herein by KRE Parent and the other transactions contemplated hereby Merger Sub will not, (i) conflict withwith or violate any provision of Parent’s or Merger Sub’s Organizational Documents, (ii) assuming that all consents, approvals, authorizations and permits described in Section 5.6(d) have been obtained and all filings and notifications described in Section 5.6(d) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of Parent or Merger Sub is bound or affected or (iii) require any consent or approval under, result in any breach of or any loss of any benefit under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a violation lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to: (A) , any provision of the certificate of incorporation or bylaws of KREnote, or (B) any loan or credit agreement, notebond, mortgage, bondindenture, indenturecontract, agreement, lease, benefit plan license, Permit or other agreement, instrument or obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to KRE or any Subsidiary except in the case of KRE or any of their properties or assets, except as would not have a Material Adverse Effect on to KRE, subject to obtaining the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph clause (iii) below. (iii) No ), for any such consent, approval, order breach, loss or authorization ofdefault which would not, individually or registrationin the aggregate, declaration or filing with, any Governmental Entity is required by or with respect reasonably be expected to KRE or its Subsidiaries result in connection with the a Parent Material Adverse Effect. (d) The execution and delivery of this Agreement by KRE Parent and Merger Sub does not, and the performance of this Agreement and the transactions contemplated herein by Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity or any other Person, except (i) under the consummation Securities Act, any applicable Blue Sky Law, the rules and regulations of the Merger Exchanges, the Australian Corporations Act and the other transactions contemplated thereby, except for filing and recordation of the Certificate of Merger as required by the DGCL and (Aii) the Required Consents, (B) where failure to obtain such consents, approvals, ordersauthorizations or permits, authorizationsor to make such filings or notifications to a Person other than a Governmental Entity, registrations and declarations by Governmental Entities (includingwould not, without limitationindividually or in the aggregate, the Minerals Management Service, the Bureau of Land Management and all other federal and state regulatory entities havingreasonably be expected to result in a Parent Material Adverse Effect.

Authority; No Conflicts. (i) (the "Share Issuance"). The execution, execution and delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite necessary corporate action on the part of KRE WorldCom, subject to the Required KRE Vote approval by the stockholders of WorldCom of the Share Issuance and the affirmative vote of a majority of the outstanding voting power of the WorldCom Stock (as defined belowin Section 3.2(g)) to amend the Certificate of Incorporation of WorldCom to change its name as set forth in Section 5.2. This Agreement has been duly executed and delivered by KRE WorldCom and constitutes a valid and binding obligation agreement of KRE WorldCom, enforceable against it in accordance with its terms (terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or other laws affecting the enforcement creditors generally, by general equity principles (regardless of creditors' rights)whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing. (ii) The execution and delivery of this Agreement by KRE does not or will not, as the case may be, and the consummation of the Merger by KRE and the other transactions contemplated hereby will not, conflict with, or result in a violation Violation pursuant to: (A) any provision of the certificate of incorporation or bylaws by-laws of KREWorldCom or any Subsidiary of WorldCom, or (B) except as would not have a Material Adverse Effect on WorldCom and, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to KRE WorldCom or any Subsidiary of KRE WorldCom or any of their respective properties or assets, except as would not have a Material Adverse Effect on to KRE, subject to obtaining the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to KRE WorldCom or its Subsidiaries any Subsidiary of WorldCom in connection with the execution and delivery of this Agreement by KRE WorldCom or the consummation of the Merger and the other transactions contemplated therebyhereby, except for (A) the Required Consents, (B) Consents and such consents, approvals, orders, authorizations, registrations registrations, declarations and declarations by Governmental Entities (including, without limitation, filings the Minerals Management Service, the Bureau failure of Land Management and all other federal and state regulatory entities havingwhich to make or obtain would not have a Material Adverse Effect on WorldCom.

Authority; No Conflicts. (ia) Parent is duly organized and validly existing under the laws of the State of Israel. Parent has full corporate power and authority to execute, deliver and perform this Agreement and each Seller Ancillary Agreement to which it is a party. The execution, delivery and performance of this Agreement and each Seller Ancillary Agreement to which it is a party by Parent have been duly authorized and approved by all requisite corporate action on the part Parent and do not require any further authorization or consent of KRE subject to the Required KRE Vote (as defined below)Parent. This Agreement has been duly authorized, executed and delivered by KRE Parent and constitutes a is the legal, valid and binding obligation of KRE Parent enforceable in accordance with its terms (except terms, and each Seller Ancillary Agreement to which it is a party has been duly authorized by Parent and upon execution and delivery by Parent will be a legal, valid and binding obligation of Parent enforceable in accordance with its terms, except, in each case, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement availability of specific performance, injunctive relief or other equitable remedies or creditors' rights)’ rights generally and except for the limitations imposed by general principles of equity. (iib) The Company has full corporate power and authority to execute, deliver and perform this Agreement and each Seller Ancillary Agreement to which it is a party. The execution, delivery and performance of this Agreement and each Seller Ancillary Agreement to which it is a party by the Company have been duly authorized and approved by the Company’s board of directors and by Parent as its sole shareholder and do not require any further authorization or consent of the Company or its shareholder. This Agreement has been duly authorized, executed and delivered by the Company and is the legal, valid and binding obligation of the Company enforceable in accordance with its terms, and each Seller Ancillary Agreement to which it is a party has been duly authorized by the Company and upon execution and delivery of this Agreement by KRE does notthe Company will be a legal, and the consummation of the Merger by KRE and the other transactions contemplated hereby will not, conflict with, or result in a violation pursuant to: (A) any provision of the certificate of incorporation or bylaws of KRE, or (B) any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to KRE or any Subsidiary of KRE or any of their properties or assets, except as would not have a Material Adverse Effect on to KRE, subject to obtaining the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to KRE or its Subsidiaries in connection with the execution and delivery of this Agreement by KRE or the consummation of the Merger and the other transactions contemplated thereby, except for (A) the Required Consents, (B) such consents, approvals, orders, authorizations, registrations and declarations by Governmental Entities (including, without limitation, the Minerals Management Service, the Bureau of Land Management and all other federal and state regulatory entities havingvalid

Authority; No Conflicts. (a) The execution, delivery, and performance of this Agreement, the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement, and the consummation of the Transactions by each of Parent and the Parent Parties who is a party hereto and thereto has been duly and validly authorized by all necessary corporate or limited liability company action. Each of the Parent Parties that will execute any other agreements, documents and instruments in connection with the Closing as contemplated hereby (collectively, the “Parent Closing Documents”) or this Agreement or has, and as of the Closing Date SplitCo and SplitCo Sub will have, all necessary corporate or limited liability company power and authority to execute and deliver the Parent Closing Documents to which such Person will be a party. (b) This Agreement and each other agreement, document and instrument to be executed and delivered by a Parent Party in connection with this Agreement has been duly executed and delivered by such Parent Party and this Agreement, each Ancillary Agreement and each other agreement, document and instrument to be executed and delivered by a Parent Party in connection with this Agreement constitutes, or when executed and delivered, will constitute, a legal, valid and binding obligation of the applicable Parent Party, enforceable against either Parent or the applicable Parent Party in accordance with its respective terms, except that such enforceability (i) The may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (c) Except as set forth on Schedule 3.3(c) of the Parent Disclosure Schedule, the execution, delivery and performance of this Agreement, each Ancillary Agreement have been duly authorized by all requisite corporate action on the part of KRE subject and each other agreement, document and instrument to the Required KRE Vote (as defined below). This Agreement has been be executed and delivered by KRE and constitutes a valid and binding obligation of KRE enforceable in accordance connection with its terms (except as limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors' rights). (ii) The execution and delivery of this Agreement by KRE does notthe Parent Parties, SplitCo or SplitCo Sub, as applicable, and the consummation by the Parent Parties, SplitCo and SplitCo Sub of the Merger by KRE and the other transactions contemplated hereby and thereby, do not and will not, not (i) violate or conflict with, or result in a violation pursuant to: (A) any provision with the organizational documents of the certificate of incorporation Parent Parties, SplitCo or bylaws of KRESplitCo Sub, or (Bii) any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to KRE or any Subsidiary of KRE or any of their properties or assets, except as would not have a Material Adverse Effect on to KRE, subject to obtaining assuming compliance with the consents, approvals, orders, authorizations, registrations, declarations and filings matters referred to in paragraph Section 3.4, conflict with or violate any Law or Governmental Order applicable to the Parent Parties, SplitCo or SplitCo Sub, (iii) below. (iii) No require any consent, approval, order order, permit, license or authorization of(“Consent”) or other action by or notification to any Person under, constitute a default under, give to any Person any rights of termination, amendment, acceleration or registrationcancellation of any right or obligation of the Parent Parties, declaration SplitCo or filing withSplitCo Sub under, any Governmental Entity is required by provision of any Business Contract or with respect to KRE (iv) result in the creation or its Subsidiaries in connection with the execution and delivery imposition of this Agreement by KRE or the consummation any Lien on any of the Merger and the other transactions contemplated therebyBusiness Assets, except for Permitted Liens, and in the case of clauses (A) the Required Consentsii), (Biii) and (iv), for any such violations, consents, approvalsactions, ordersdefaults, authorizationsrights or losses as would not, registrations and declarations by Governmental Entities (includingindividually or in the aggregate, without limitation, the Minerals Management Service, the Bureau of Land Management and all other federal and state regulatory entities havingreasonably be expected to have a Business Material Adverse Effect or a Parent Material Adverse Effect.

Authority; No Conflicts. (ia) Parent has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite necessary corporate action on the part of KRE subject to the Required KRE Vote (as defined below)Parent. This Agreement has been duly executed and delivered by KRE Parent and constitutes a valid and binding obligation agreement of KRE Parent, enforceable against it in accordance with its terms (terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or other laws affecting the enforcement creditors generally, or by general equity principles (regardless of creditors' rightswhether such enforceability is considered in a proceeding in equity or at law). (iib) The execution and delivery of this Agreement by KRE does not or will not, as the case may be, and the consummation of the Merger by KRE and the other transactions contemplated hereby will not, conflict with, or result in a violation pursuant toany Violation of: (Ai) any provision of the certificate Organizational Documents of incorporation or bylaws of KRE, Parent or (Bii) except as could not reasonably be expected to have a Material Adverse Effect on Parent and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (c) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to KRE Parent, or any Subsidiary of KRE or any of their its properties or assets, except as would not have a Material Adverse Effect on to KRE, subject to obtaining the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below. (iiic) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to KRE or its Subsidiaries Parent in connection with the execution and delivery of this Agreement by KRE Parent or the consummation by Parent of the Merger and the other transactions contemplated therebyhereby, except for (x) those required under or in relation to (A) the Required Consentsstate securities or "blue sky" laws, (B) the Securities Act, (C) the Exchange Act, (D) the VSCA with respect to the filing and recordation of appropriate merger or other documents, (E) rules and regulations of the Nasdaq, and (F) antitrust or other competition laws of other jurisdictions, and (y) such consents, approvals, orders, authorizations, registrations registrations, declarations and declarations filings the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect on Parent or materially impair or delay the ability of Parent to consummate the transactions contemplated hereby. (d) Merger Sub has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Governmental Entities Merger Sub of this Agreement and the consummation by Merger Sub of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Merger Sub. This Agreement has been duly executed and delivered by Merger Sub and constitutes a valid and binding agreement of Merger Sub, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors generally, or by general equity principles (including, without limitation, the Minerals Management Service, the Bureau regardless of Land Management and all other federal and state regulatory entities havingwhether such enforceability is considered in a proceeding in equity or at law).

Authority; No Conflicts. (i) Parent has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, Board of Directors of Parent has approved this Agreement and the transactions contemplated by this Agreement. The execution and delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite necessary corporate action on the part of KRE subject to the Required KRE Vote (as defined below)Parent. This Agreement has been duly executed and delivered by KRE Parent and constitutes a valid and binding obligation agreement of KRE Parent, enforceable against it in accordance with its terms (terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or other laws affecting the enforcement creditors generally, or by general equity principles (regardless of creditors' rightswhether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of this Agreement by KRE does not or will not, as the case may be, and the consummation of the Merger by KRE and the other transactions contemplated hereby will not, conflict with, or result in a violation pursuant toany Violation of: (A) any provision of the certificate Organizational Documents of incorporation Parent or bylaws any of KRE, its Significant Subsidiaries or (B) except as could not reasonably be expected to have a Material Adverse Effect on Parent and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to KRE or any Subsidiary of KRE or Parent, any of its Significant Subsidiaries or their respective properties or assets, except as would not have a Material Adverse Effect on to KRE, subject to obtaining the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to KRE or its Subsidiaries Parent in connection with the execution and delivery of this Agreement by KRE Parent or the consummation by Parent of the Merger and the other transactions contemplated therebyhereby, except for (A) the Required Consents, (B) such consents, approvals, orders, authorizations, registrations registrations, declarations and declarations by Governmental Entities filings required under or in relation to clause (including, without limitation, the Minerals Management Service, the Bureau x) of Land Management Section 3.1(c)(iii) (including approvals of stock exchanges on which Parent Common Stock is listed for issuance and all other federal and state regulatory entities havingexemption orders or rulings as are required to be obtained under Canadian securities laws) and

Authority; No Conflicts. (i1) STAR has all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated hereby, subject to the approval by the stockholders of STAR by the Required STAR Vote (as defined in Section 3.2(g)) of this Agreement, the Merger and the other transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby have been duly authorized by all requisite necessary corporate action on the part of KRE STAR, subject to the approval by the stockholders of STAR of this Agreement and the Merger and the other transactions contemplated hereby by the Required KRE Vote (as defined below)STAR Vote. This Agreement has been duly executed and delivered by KRE STAR and constitutes a valid and binding obligation agreement of KRE STAR, enforceable against it in accordance with its terms (terms, except as to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rightsrights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii2) The Subject to the approval by the stockholders of STAR of this Agreement, the Merger and the other transactions contemplated hereby by the Required STAR Vote, the execution and delivery of this Agreement by KRE STAR does not, and the consummation by STAR of the Merger by KRE and the other transactions actions contemplated hereby will not, conflict with, or result in a violation pursuant toViolation of: (A) any provision of the certificate of incorporation or bylaws of KRE, STAR or a Shareholder or any Subsidiary of STAR or (B) except as would not have a Material Adverse Effect on STAR, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (3) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to KRE or STAR, any Subsidiary of KRE STAR or any of their respective properties or assets, except as would not have a Material Adverse Effect on to KRE, subject to obtaining the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below. (iii3) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to KRE STAR or its Subsidiaries any Subsidiary of STAR in connection with the execution and delivery of this Agreement by KRE STAR, or the consummation of the Merger and the other transactions contemplated therebyhereby, except for (A) the Required Consents, (B) Necessary Consents and such consents, approvals, orders, authorizations, registrations registrations, declarations and declarations by Governmental Entities (including, without limitation, filings the Minerals Management Service, the Bureau failure of Land Management and all other federal and state regulatory entities havingwhich to make or obtain would not have a Material Adverse Effect on STAR.

Authority; No Conflicts. (i) Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by all requisite necessary corporate action on the part of KRE subject to the Required KRE Vote (as defined below)Parent and Merger Sub. This Agreement has been duly executed and delivered by KRE each of Parent and Merger Sub and constitutes a valid and binding obligation agreement of KRE Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms (terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or other laws affecting the enforcement creditors generally, by general equity principles (regardless of creditors' rights)whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing. (ii) The execution and delivery of this Agreement by KRE does not, and the consummation of the Merger by KRE and the other transactions contemplated hereby will not, conflict with, or result in a violation pursuant toViolation of: (A) any provision of the certificate charter or by-laws of incorporation Parent or bylaws of KREMerger Sub, or (B) except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent and subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, franchise or license, judgment, order, decree, statute, law, ordinance, rule or regulation any Law applicable to KRE Parent or any Subsidiary of KRE its Subsidiaries or any of their respective properties or assets, except as would not have a Material Adverse Effect on to KRE, subject to obtaining the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Person or any Governmental Entity is required by or with respect to KRE Parent or its Subsidiaries in connection with Merger Sub as a result of the execution and delivery of this Agreement by KRE each of Parent and Merger Sub or the consummation of the Merger and the other transactions contemplated therebyhereby, except for (A) the Required Consents, (B) Consents and such consents, approvals, orders, authorizations, registrations registrations, declarations and declarations by Governmental Entities (includingfilings the failure of which to make or obtain could not, without limitationindividually or in the aggregate, the Minerals Management Service, the Bureau of Land Management and all other federal and state regulatory entities havingreasonably be expected to have a Material Adverse Effect on Parent.

Authority; No Conflicts. (ia) The executionSubject to approval of its stockholders, delivery and performance of this Agreement have been duly authorized by ----------------------- Paracer has all requisite corporate action on power and authority to make, execute and deliver this Agreement and all other agreements which Paracer is to enter as a party hereunder, including the part Certificate of KRE subject Merger (collectively, the "Transaction Documents"), and to consummate the Required KRE Vote (as defined below)transactions contemplated hereby and thereby. This Agreement has been executed and delivered by KRE and constitutes a valid and binding obligation of KRE enforceable in accordance with its terms (except as limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors' rights). (ii) The execution and delivery of this Agreement and the other Transaction Documents to which Paracer is or will be a party and the consummation of the transactions contemplated hereby and thereby have been duly approved and authorized by KRE does all necessary corporate action on the part of Paracer, subject only to the approval of the Merger by Paracer's stockholders as required by the DGCL. This Agreement and the other Transaction Documents to which Paracer is a party have been or will be duly executed and delivered by Paracer and, assuming due authorization, execution and delivery by Stratos and Sub, constitute or will constitute the valid and binding obligations of Paracer, enforceable against Paracer in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, (ii) rules of law and equity governing specific performance, injunctive relief and other equitable remedies, and (iii) general principles of equity. (b) The execution and delivery by Paracer of this Agreement and the other Transaction Documents to which it is or will be a party do not, and the consummation of the Merger by KRE and the other transactions contemplated hereby and thereby will not, (i) conflict with, or result in a any violation pursuant to: (A) or breach of any provision of of, the amended and restated certificate of incorporation or bylaws of KREParacer, (ii) result in any violation or breach of or constitute (with or without notice or lapse of time, or (Bboth) a default under, or give rise to a right of termination, cancellation or acceleration of any loan obligation or credit agreementloss of any benefit under, any note, mortgage, bond, indenture, lease, benefit plan material contract or other agreementmaterial agreement or obligation to which Paracer is a party or by which Paracer or any of its properties or assets may be bound, obligationor (iii) assuming all consents, instrumentapprovals, authorizations and other filings described in Section 3.4(c) have been obtained or made, conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to KRE or any Subsidiary of KRE Paracer or any of their its properties or assets, except as would not have a Material Adverse Effect on to KRE, subject to obtaining the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below. (iiic) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity Entity") or any other party is required by or with respect to KRE or its Subsidiaries Paracer in connection with the execution and delivery of this Agreement by KRE or the consummation of the Merger and the other transactions contemplated therebyhereby, except for (Ai) the Required Consentsfiling of the Certificate of Merger with the Delaware Secretary of State in accordance with the DGCL, (Bii) such consents, approvals, orders, authorizations, registrations registrations, declarations and declarations by Governmental Entities (including, without limitation, the Minerals Management Service, the Bureau of Land Management and all other filings as may be required under applicable federal and state regulatory entities havingsecurities laws, and (iii) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not have a Material Adverse Effect on Paracer and would not prevent or materially alter or delay any of the transactions contemplated by this Agreement.