Common use of Conditions to Obligation of the Purchasers Clause in Contracts

Conditions to Obligation of the Purchasers. The obligation of each Purchaser to acquire Common Units at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, on or prior to the date of the Closing, of each of the following conditions, any of which may be waived by such Purchaser (as to itself only): (a) The representations and warranties made by the Company in Article III shall be true and correct as of the date when made and as of the date of the Closing, as though made on and as of such date. (b) All authorizations, approvals or permits of, or filings with, any governmental authority that are required by law in connection with (i) the redemption of the Preferred Units and (ii) the lawful sale and issuance of the Common Units by the Company to the Purchasers shall have been duly obtained by the Company and shall be effective on and as of the Closing, except where such filings may be made subsequent to the Closing without causing a Material Adverse Change on the Company. (c) The Company shall have obtained any and all consents, permits and waivers including, but not limited to, all governmental or regulatory consents, approvals, or authorizations required in connection with the valid execution and delivery of this Agreement and the Transaction Agreements and the consummation of the transactions contemplated by this Agreement and the Transaction Agreements, and the same shall be effective as of the date of the Closing. (d) The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing, including having delivered to the Purchasers all agreements and other documents required to be delivered by the Company to the Purchasers pursuant to Section 2.02. (e) All conditions specified in the Redemption Agreement to the purchase by the Company, and the sale by the Preferred Holders, of the Preferred Units shall have been satisfied or waived (other than the disbursement by the Company of the purchase price for such Preferred Units). (f) No Material Adverse Effect shall have occurred since the date of this Agreement. (g) No Law, judgment, injunction or order shall be enacted, promulgated, entered or enforced by any Governmental Authority that would prohibit consummation of the transactions contemplated by this Agreement. (h) The Company shall have fully satisfied (including with respect to rights of timely notification) or obtained enforceable waivers in respect of any preemptive or similar rights with respect to the issuance of Common Units hereunder.

Conditions to Obligation of the Purchasers. The obligation obligations of each Purchaser the several Purchasers to acquire Common Units at purchase the Closing is Notes are subject to the fulfillment accuracy, when made and on the Delivery Date, of the representations and warranties of the Sellers contained herein, to such Purchaser’s satisfaction, the performance by the Sellers of their respective obligations hereunder to be performed at or prior to the Delivery Date and to each of the following additional conditions: (a) The Purchasers shall not have disclosed to the Company on or prior to the date Delivery Date that the Offering Memorandum contains an untrue statement of a fact which, in the reasonable opinion of the ClosingPurchasers, of each is material or omits to state a fact which, in the reasonable opinion of the following conditionsPurchasers, any of which may be waived by such Purchaser (as is material and is necessary in order to itself only): (a) The representations and warranties made by make the Company statements therein, in Article III shall be true and correct as the light of the date when made and as of the date of the Closing, as though made on and as of such date.circumstances under which they were (b) All authorizationscorporate proceedings and other legal matters incident to the authorization, approvals or permits ofform and validity of this Agreement, or filings withthe Registration Rights Agreement, any governmental authority that are required by law the Indenture, the Notes, the Offering Memorandum and all other legal matters relating to this Agreement and the transactions contemplated hereby and thereby shall be reasonably satisfactory in connection with (i) the redemption of the Preferred Units and (ii) the lawful sale and issuance of the Common Units by the Company all respects to the Purchasers and their counsel, and the Company shall have been duly obtained by the Company and shall be effective on and as of the Closing, except where such filings may be made subsequent furnished to the Closing without causing a Material Adverse Change on the CompanyPurchasers all documents and information that they may reasonably request to enable them to pass upon such matters. (c) The Company shall have obtained delivered to the Purchasers a certified copy of the resolutions of the Board of Directors (or any and all consentsauthorized committee thereof, permits and waivers including, but not limited to, all governmental or regulatory consents, approvals, or authorizations required in connection together with the valid resolutions of the Board of Directors establishing such committee) of the Company and each of the Subsidiary Guarantors approving the creation and issue of the Notes and the Guarantees, respectively, on the terms and conditions of the Indenture and this Agreement and approving the terms hereof and authorizing the execution and delivery of this Agreement Agreement, the Registration Rights Agreement, the Indenture, the Notes and all other documents relevant to the Transaction Agreements and the consummation issue of the transactions contemplated Notes by this Agreement and the Transaction Agreements, and the same shall be effective as of the date of the ClosingCompany. (d) The Company shall have performedfurnished to the Purchasers the opinion or opinions of Fennxxxxx Xxxxx, satisfied X.C., United States counsel to the Company, addressed to the Purchasers and complied dated the Delivery Date to the effect that: (i) The Indenture has been duly authorized, executed and delivered by the Company and the Subsidiary Guarantors and (assuming the due authorization, execution and delivery thereof by the Trustee) constitutes the legal, valid and binding agreement of the Company and each Subsidiary Guarantor, enforceable against the Company and each Subsidiary Guarantor in accordance with its terms, except to the extent that the enforceability thereof may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws relating to creditors' rights generally, and (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (ii) This Agreement has been duly authorized, executed and delivered by the Company and the Subsidiary Guarantors. (iii) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and the Subsidiary Guarantors and constitutes the legal, valid and binding agreement of the Company and each Subsidiary Guarantor, enforceable against the Company and each Subsidiary Guarantor in accordance with its terms, except to the extent that the enforceability thereof may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws relating to creditors' rights generally and, (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (iv) The Notes have been duly authorized by all necessary corporate action on the part of the Company and have been duly executed by the proper officers of the Company, and, when duly authenticated by the Trustee and delivered as contemplated hereby and by the Indenture, will be valid and binding obligations of the Company enforceable in accordance with their terms and entitled to the benefits of the Indenture; except, in each case, to the extent that the enforceability thereof may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws relating to creditors' rights generally and, (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (v) The Guarantees have been duly authorized by all necessary corporate action on the part of the Subsidiary Guarantors and have been duly executed by the proper officers of the Subsidiary Guarantors, and, when delivered as contemplated hereby and by the Indenture, will be valid and binding obligations of the Subsidiary Guarantors enforceable in accordance with their terms; except, in each case, to the extent that the enforceability thereof may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws relating to creditors' rights generally and, (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (vi) The Notes, the Guarantees and the Indenture conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum, and the forms of certificates used to evidence the Notes comply with the requirements of the Securities Act, the Exchange Act and the Trust Indenture Act. (vii) Subject to compliance by the Purchasers with Paragraph 11 hereof, no authorization, consent or approval of, or other order by, any administrative or governmental, authority or agency or, to the best of such counsel's knowledge, any court is required by or on behalf of the Company in connection with the purchase and sale of the Notes by the Purchasers, except as may have been obtained or may be required by the securities or Blue Sky laws of any state of the United States. (viii) The statements in the Offering Memorandum under the caption "Certain Federal Income Tax Consequences" are correct in all material respects. (ix) No registration of the Notes or the Guarantees under the Securities Act and no qualification of an indenture under the Trust Indenture Act is required in connection with the offer and sale of the Notes in the manner contemplated by the Offering Memorandum, this Agreement and the other arrangements made to restrict offers and sales of the Notes. (x) The Company is not and will not as a result of the offer and sale of the Notes be (i) an "investment company" or a company "controlled" by an investment company within the meaning of the United States Investment Company Act of 1940, as amended, (ii) a "holding company" or a "subsidiary company" of a holding company or an "affiliate" thereof within the meaning of the United States Public Utility Holding Company Act of 1935, as amended, or (iii) subject to regulation under the United States Federal Power Act or any federal or state statute or regulation limiting its ability to incur indebtedness for borrowed money. In addition, such counsel shall state that such counsel has participated in the preparation of the Offering Memorandum, including conferences with officers and other representatives of the Company and its subsidiaries, and representatives of the independent public accountants of the Company and its subsidiaries, at which conferences the contents of the Offering Memorandum and related matters were discussed and, although they are not passing upon the accuracy or completeness of the statements contained in the Offering Memorandum (except as specified in 8(d)(vi) and (viii) above), on the basis of the foregoing, nothing has come to the attention of such counsel which gives them reason to believe that the Offering Memorandum, as of its date and at the Delivery Date (except as to the information provided to the Company described in Section 7(g) and the financial statements, financial data and supporting schedules contained or incorporated therein, as to which such counsel need express no opinion), contained or contains any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of circumstances in which made, not misleading. The aforementioned opinion shall be limited to the Federal laws of the United States of America, the laws of the State of Arizona and the general corporate law of the (e) The Company shall have furnished to the Purchasers the opinion or opinions of Morgxx Xxxx, Xxq., Vice President, General Counsel and Secretary to the Company, addressed to the Purchasers and dated the Delivery Date to the effect that: (i) The Company has been duty incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware; has the corporate power and authority to own, lease and operate its properties and to conduct its business as presently conducted and as described in the Offering Memorandum; and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a Material Adverse Effect. (ii) Each Subsidiary Guarantor has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation; has the corporate power and authority to own, lease and operate its properties and to conduct its business as presently conducted and as described in the Offering Memorandum; and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a Material Adverse Effect. All the issued and outstanding capital stock of each Subsidiary Guarantor is owned, directly or indirectly, by the Company, and, to the knowledge of such counsel, free and clear of any Lien. (iii) The descriptions in the Offering Memorandum of statutes, legal and governmental proceedings, contracts and other documents are accurate and fairly present the information which, to such counsel's knowledge, is required to be shown; and such counsel does not know of any statutes or legal or governmental proceedings required to be described in the Offering Memorandum that are not described as required, or of any contracts or documents of a character required to be described in the Offering Memorandum that are not described as required. (iv) To the best of such counsel's knowledge, neither the Company nor any Subsidiary Guarantor is in violation of its charter or bylaws, and to the best of such counsel's knowledge neither the Company nor any Subsidiary Guarantor is in default in the performance or observance of any obligation, agreement, (v) To the best of such counsel's knowledge, the issuance and delivery of the Notes and the Guarantees, the execution and delivery of this Agreement, the Registration Rights Agreement and the Indenture and the consummation of the transactions contemplated herein and therein, will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any Lien upon any material property or assets of the Company or any Subsidiary Guarantor pursuant to any material Contract. (vi) The issuance and delivery of the Notes and the Guarantees, the execution and delivery of this Agreement, the Registration Rights Agreement and the Indenture and the consummation of the transactions contemplated herein and therein, will not result in any violation of the provisions of the charter or bylaws of the Company or any Subsidiary Guarantor or, to the best of such counsel's knowledge, any material applicable law, administrative regulation, administrative or court order or decree known to such counsel. In addition, such counsel shall state that such counsel has reviewed the sections of the Offering Memorandum under the captions "Business - Legal Matters" and "Business - Other Matters - Regulatory, Environmental and Other Matters Affecting Refining and Marketing," and, on the basis of such review, to the best of such counsel's knowledge, such sections of the Offering Memorandum, as of the date of the Offering Memorandum and at the Delivery Date, did 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, in the light of the circumstances in which made, not misleading. The aforementioned opinion shall be limited to the Federal law of the United States of America, the laws of the State of Arizona and the corporate law of the State of Delaware. Such counsel may rely on opinions of local counsel satisfactory to UBS with respect to matters at law of jurisdictions other than the State of Arizona. Such counsel may rely on certificates of good standing and foreign qualification from appropriate state officials with respect to opinions regarding good standing and foreign qualification. (f) The Company shall have furnished to the Purchasers on the Delivery Date a certificate, dated the Delivery Date, of the President or a Vice President and the principal financial or accounting officer of the Company stating that to the best of their knowledge based on reasonable investigation, the representations and warranties of the Sellers in Paragraph 1 are true and correct as of the Delivery Date; and the Sellers have complied with all covenants, the agreements and satisfied all the conditions required by this Agreement on their part to be performed, performed or satisfied or complied with by it at or prior to the Closing, including having delivered to the Purchasers all agreements and other documents required to be delivered by the Company to the Purchasers pursuant to Section 2.02. (e) All conditions specified in the Redemption Agreement to the purchase by the Company, and the sale by the Preferred Holders, of the Preferred Units shall have been satisfied or waived (other than the disbursement by the Company of the purchase price for such Preferred Units). (f) No Material Adverse Effect shall have occurred since the date of this AgreementDelivery Date. (g) No LawThe Company shall have furnished to the Purchasers on the Delivery Date an agreed upon procedures letter (the "procedures letter") of Deloitte & Touche LLP, judgmentaddressed to the Purchasers and dated the Delivery Date, injunction or order shall be enacted(i) confirming that they are independent public accountants within the meaning of, promulgatedand are in compliance with the applicable requirements relating to the qualification of accountants under, entered or enforced by any Governmental Authority that would prohibit consummation Rule 101 of the transactions contemplated Rules of Conduct of the American Institute of Certified Public Accountants and (ii) stating, as of the date of the procedures letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Offering Memorandum, as of a date not more than five days prior to the date of the procedures letter), the findings of such firm with respect to the financial information included or incorporated by this Agreementreference in the Offering Memorandum and such other matters as the Purchasers may reasonably request. (h) The Company Purchasers shall have fully satisfied (including with respect to rights received the opinion of timely notification) or obtained enforceable waivers in respect of any preemptive or similar rights Andrxxx & Kurtx X.X.P., its U.S. counsel, with respect to the issuance Securities, the Offering Memorandum and other related matters the Purchasers may reasonably request. (i) The Notes shall have been accepted for (i) settlement through the facilities of Common Units hereunderDTC, and (ii) if applicable, settlement through the facilities of Cedel and Euroclear. (j) The Sellers shall have furnished to the Purchasers such further certificates and documents, including certificates of officers of the Subsidiary Guarantors, as the Purchasers shall have reasonably requested. (k) The Sellers shall have executed and delivered the Registration Rights Agreement. All opinions, letters, evidences and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to Andrxxx & Xurtx X.X.P., U.S. counsel to the Purchasers.

Conditions to Obligation of the Purchasers. The obligation of each Purchaser the Purchasers to acquire Common Units at consummate the transactions to be performed by the Purchasers in connection with the Closing is are subject to the fulfillment to such Purchaser’s satisfaction, on or prior to the date of the Closing, of each satisfaction of the following conditions, any of which may be waived by such Purchaser (as to itself only):: (ai) The the representations and warranties made by the Company set forth in Article III Sections 4 and 5 above shall be true and correct as of the date when made in all material respects at and as of the date of the Closing, as though made on and as of such date.Closing Date; (b) All authorizations, approvals or permits of, or filings with, any governmental authority that are required by law in connection with (i) the redemption of the Preferred Units and (ii) the lawful sale and issuance of the Common Units by the Company to the Purchasers Seller shall have been duly obtained by the Company performed and shall be effective on and as complied with all of her covenants hereunder in all material respects through the Closing, except where such filings may be made subsequent to the Closing without causing a Material Adverse Change on the Company.; (ciii) The the Company shall have obtained any and procured all consentsof the third party consents required in order to effect the Closing; (iv) no action, permits and waivers including, but not limited to, all governmental or regulatory consents, approvalssuit, or authorizations required in connection with proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the valid execution and delivery of transactions contemplated by this Agreement and the Transaction Agreements and the consummation Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Purchasers to own the Seller Shares, Note and to control the Transaction AgreementsCompany, or (D) affect adversely the right of the Company to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) the Seller shall have delivered to the Purchasers a certificate to the effect that (A) each of the conditions specified above in Section 11(a)(i)-(iv) is satisfied in all respects, and (B) as of the same Closing, the Company has no Liabilities; (vi) The Purchasers shall be have received an opinion of counsel to the Seller providing that all of the Seller Shares were validly issued, are fully paid and non-assessable and were issued in compliance with all laws, including, without limitation, applicable federal and state securities laws and that the Note is a duly enforceable obligation of the Company; (vii) the Purchasers shall have received the resignations, effective as of the date tenth (10th) day following the filing by the Company of a Schedule 14f-1 information statement with the Securities and Exchange Commission, of each director of the Company and the Purchasers shall have received the resignations, effective as of the Closing, of each officer of the Company. The designee(s) specified by the Purchasers shall have been appointed as officers of the Company and any designee(s) of the Purchasers who may be lawfully appointed to the Board of Directors of the Company as of the Company shall have been appointed; (viii) there shall not have been any occurrence, event, incident, action, failure to act, or transaction since January 31, 2007 which has had or is reasonably likely to cause a material adverse effect on the business, assets, properties, financial condition, results of operations or prospects of the Company; (ix) the Purchasers shall have completed the business, accounting and legal due diligence review of the Company, and the results thereof shall be satisfactory to the Purchasers; (x) the Purchasers shall have received such pay-off letters and releases relating to Liabilities as they shall have requested and such pay-off letters shall be in form and substance satisfactory to the Purchasers; (xi) the Purchasers shall have conducted UCC, judgment lien and tax lien searches with respect to the Company, the results of which indicate no liens on the assets of the Company; (xii) the Company shall have delivered its Articles of Incorporation and By-Laws, both as amended to the Closing Date, certified by the Secretary of the Company, resolutions adopted by the Board of Directors of the Company authorizing this Agreement and the transactions contemplated hereby and the Company shall have delivered to the Purchasers the Company’s original minute book and corporate seal and all other original corporate documents and agreements; (xiii) the Company shall deliver to the Purchasers a Certificate of Good Standing in respect of the Company issued by the Florida Secretary of State dated no earlier than 5 days prior to the Closing; (xiv) the Company shall have maintained at and immediately after the Closing its status as a company whose Common Stock is quoted on the OTB Bulletin Board; and (xv) all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be satisfactory in form and substance to the Purchasers. (dxvi) At the Closing, there shall be no more than 913,500 shares Common Stock of the Company issued and outstanding other than the Seller Shares. (xvii) The Seller shall cooperate with the Company and the Purchasers in the preparation of the Company’s unaudited financial statements for the period ended April 30, 2007. The costs of such financials, review thereof, preparation, and filing of the Form 10-QSB shall have performed, satisfied and complied be at the sole expense of the Company. The Purchasers may waive any condition specified in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it Section 11(a) at or prior to the Closing, including having delivered to the Purchasers all agreements and other documents required to be delivered Closing in writing executed by the Company to the Purchasers pursuant to Section 2.02Purchasers. (e) All conditions specified in the Redemption Agreement to the purchase by the Company, and the sale by the Preferred Holders, of the Preferred Units shall have been satisfied or waived (other than the disbursement by the Company of the purchase price for such Preferred Units). (f) No Material Adverse Effect shall have occurred since the date of this Agreement. (g) No Law, judgment, injunction or order shall be enacted, promulgated, entered or enforced by any Governmental Authority that would prohibit consummation of the transactions contemplated by this Agreement. (h) The Company shall have fully satisfied (including with respect to rights of timely notification) or obtained enforceable waivers in respect of any preemptive or similar rights with respect to the issuance of Common Units hereunder.

Conditions to Obligation of the Purchasers. The obligation obligations of each Purchaser the Purchasers to acquire Common Units effect the transactions contemplated hereby to occur at the Closing is are subject to the fulfillment to such Purchaser’s satisfactionsatisfaction or, on or prior to the date of the Closingextent permitted by Law, waiver of each of the following conditions, any of which may be waived by such Purchaser (as to itself only):: (a) The representations and warranties made by of each of the Company Sellers set forth in Article III shall be this Agreement are true and correct in all material respects as of the date when made hereof and as of the date of the Closing, Closing as though made on and as of such date. (b) All authorizations, approvals or permits of, or filings with, any governmental authority that are required by law in connection with (i) the redemption of the Preferred Units and (ii) the lawful sale and issuance of the Common Units by the Company to the Purchasers shall have been duly obtained by the Company and shall be effective on at and as of the Closing, except where and the Purchasers have received a certificate from each Seller signed on behalf of such filings may be made subsequent Seller by the president or any vice president of such Seller to the Closing without causing a Material Adverse Change on the Company.such effect; (cb) The Company shall Sellers have obtained any and all consents, permits and waivers including, but not limited to, all governmental or regulatory consents, approvals, or authorizations required in connection with the valid execution and delivery of this Agreement and the Transaction Agreements and the consummation of the transactions contemplated by this Agreement and the Transaction Agreements, and the same shall be effective as of the date of the Closing. (d) The Company shall have performed, satisfied and complied performed in all material respects with all covenants, agreements and conditions obligations required to be performed by them under this Agreement to be performed, satisfied or complied with by it at or prior to the ClosingClosing Date, including having delivered to and the Purchasers all agreements have received a certificate from each Seller signed on behalf of such Seller by the president or any vice president of such Seller to such effect; (c) Each of the Sellers has furnished the Purchasers at the Closing with certified copies of resolutions duly adopted by the Board of Directors of such Seller authorizing the execution, delivery and other documents performance of this Agreement and each instrument required hereby to be executed and delivered by such Seller at the Company Closing; (d) There is no action or proceeding pending or threatened (including any investigation) by any Governmental Authority to restrain, enjoin or invalidate the Purchasers pursuant to Section 2.02.transactions contemplated hereby; (e) All conditions specified in The Purchasers have received from the Redemption Agreement to the purchase by the Company, and the sale by the Preferred Holders, Sellers copies of the Preferred Units shall have been satisfied or waived all written consents of third Persons (other than the disbursement Governmental Authorities) that are required to be obtained by the Company of Sellers in order for the purchase price for such Preferred Units). (f) No Material Adverse Effect shall have occurred since the date of this Agreement. (g) No Law, judgment, injunction or order shall be enacted, promulgated, entered or enforced by any Governmental Authority that would prohibit consummation of Sellers to consummate the transactions contemplated by this Agreement., other than any such consents the nonreceipt of which could not reasonably be expected to have a Material Adverse Effect on M-I or the Purchasers or to have a material adverse effect on the ability of the Sellers to consummate the transactions contemplated by this Agreement; and (hf) The Company shall have fully satisfied (including with respect to rights of timely notification) or obtained enforceable waivers in respect of any preemptive or similar rights with respect Halliburton has delivered to the issuance of Common Units hereunderPurchasers at the Closing one or more stock certificates representing the M-I Canada Interest, duly endorsed by Halliburton in blank or with duly executed stock powers attached.

Conditions to Obligation of the Purchasers. The obligation of each Purchaser to acquire Common Units at consummate the Closing is transactions contemplated hereby shall be subject to the fulfillment to such Purchaser’s satisfaction, satisfaction on or prior to the date of the Closing, of each Closing of the following conditions, conditions (any of which may only be waived in writing by such Purchaser (as the Purchasers to itself onlythe extent permitted by applicable law): (a) The the Seller shall have performed or complied in all material respects with all obligations and agreements required to be performed or complied with by the Seller hereunder on or prior to the Closing (including, without limitation, those specified in Section 1.5); (b) the representations and warranties made by of the Company Seller contained in Article III this Agreement shall be true and correct in all material respects as of at the date when made of this Agreement and as of the date of the Closing, Closing as though if made on and as of such date. (b) All authorizations, approvals or permits of, or filings with, any governmental authority that are required by law in connection with (i) the redemption of the Preferred Units and (ii) the lawful sale and issuance of the Common Units by the Company to the Purchasers shall have been duly obtained by the Company and shall be effective on and as of the Closing, except where such filings may be made subsequent to the Closing without causing a Material Adverse Change on the Company.; (c) The Company there shall have obtained any and all consentsbe no order, permits and waivers including, but not limited to, all governmental or regulatory consents, approvalsdecree, or authorizations required in connection with the valid execution and delivery of this Agreement and the Transaction Agreements and the consummation of ruling by any Governmental Authority, nor any action, suit, claim or proceeding by or before any Governmental Authority, which shall be pending, or which seeks to restrain, prevent or materially delay or restructure the transactions contemplated by this Agreement and hereby, or which otherwise questions the Transaction Agreements, and the same shall be effective as validity or legality of the date of the Closing.any such transactions; (d) The Company there shall have performedbe no statute, satisfied and complied in all material respects with all covenantsrules, agreements and conditions required by this Agreement to be performedregulation, satisfied or complied with by it at order enacted, entered, or prior enforced or deemed applicable to the Closing, including having delivered to the Purchasers all agreements and other documents required to be delivered by the Company to the Purchasers pursuant to Section 2.02. (e) All conditions specified in the Redemption Agreement to the purchase by the Company, and the sale by the Preferred Holders, of the Preferred Units shall have been satisfied or waived (other than the disbursement by the Company of the purchase price for such Preferred Units). (f) No Material Adverse Effect shall have occurred since the date of this Agreement. (g) No Law, judgment, injunction or order shall be enacted, promulgated, entered or enforced by any Governmental Authority that transactions contemplated hereby which would prohibit consummation of or render illegal the transactions contemplated by this Agreement.; (he) The the Company shall have fully satisfied accepted the legal opinion from Seller’s counsel that is referenced in Section 2.8(a)(y)(ii)(A) of the IXX or waived the requirement that an opinion be delivered; and (including with respect f) the Company shall have executed and delivered to rights each Purchaser that is not already a party to each of timely notification) or obtained enforceable waivers in respect of any preemptive or similar rights with respect the Existing Company Investor Documents a signature page to the issuance of Common Units hereundereach such agreement.

Conditions to Obligation of the Purchasers. The obligation of each Purchaser Purchasers to acquire Common Units at consummate the transactions to be performed by Purchasers in connection with the Closing is are subject to the fulfillment to such Purchaser’s satisfaction, on or prior to the date of the Closing, of each satisfaction of the following conditions, conditions (any of which may be waived in writing by such Purchaser (as the Purchasers at or prior to itself onlythe Closing): (ai) The the representations and warranties made by the Company set forth in Article III Sections 4 and 5 above shall be true and correct as of the date when made in all material respects at and as of the date of the Closing, as though made on and as of such date.Closing Date; (b) All authorizations, approvals or permits of, or filings with, any governmental authority that are required by law in connection with (i) the redemption of the Preferred Units and (ii) the lawful sale Company and issuance of the Common Units by the Company to the Purchasers Principal shall have been duly obtained by the Company performed and shall be effective on and as complied with all of their covenants hereunder in all material respects through the Closing, except where such filings may be made subsequent to the Closing without causing a Material Adverse Change on the Company.; (ciii) The the Company shall have obtained any and procured all consentsof the third party consents required in order to effect the Closing; (iv) no action, permits and waivers including, but not limited to, all governmental or regulatory consents, approvalssuit, or authorizations required in connection with proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would: (A) prevent consummation of any of the valid execution and delivery of transactions contemplated by this Agreement and the Transaction Agreements and the consummation Agreement; (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; (C) affect adversely the right of Purchasers to own the Principal Shares and to control the Company; or (D) affect adversely the right of the Company to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) each of the Company and the Transaction Agreements, and Principal shall have delivered to Purchasers a certificate to the same shall be effective as effect that each of the conditions specified above in Section 10(a)(i)-(iv) is satisfied in all respects with respect to each of them; (vi) there shall not have been any occurrence, event, incident, action, failure to act, or transaction since the date hereof which has had or is reasonably likely to cause a material adverse effect on the business, assets, properties, financial condition, results of operations or prospects of the Closing.Company; (dvii) The the Company shall have performeddelivered its Articles of Incorporation and Bylaws, satisfied and complied in all material respects with all covenantsboth as amended to the Closing Date, agreements and conditions required certified by the Secretary of the Company, resolutions adopted by the Board of Directors of the Company authorizing this Agreement and the transactions contemplated hereby and the Company shall have delivered to be performed, satisfied or complied with by it Purchasers the Company’s original minute book and all other original corporate documents and agreements; (viii) at or prior to the Closing, including having delivered there shall be no more than 20,000,000 shares of the Common Stock and 10,000,000 shares of the Preferred Stock, and no shares of any other equity security of the Company issued and outstanding; and (ix) all actions to be taken by Principal and/or the Purchasers Company in connection with consummation of the transactions contemplated hereby and all agreements certificates, instruments, and other documents required to be delivered by the Company to the Purchasers pursuant to Section 2.02. (e) All conditions specified in the Redemption Agreement to the purchase by the Company, and the sale by the Preferred Holders, of the Preferred Units shall have been satisfied or waived (other than the disbursement by the Company of the purchase price for such Preferred Units). (f) No Material Adverse Effect shall have occurred since the date of this Agreement. (g) No Law, judgment, injunction or order shall be enacted, promulgated, entered or enforced by any Governmental Authority that would prohibit consummation of effect the transactions contemplated by this Agreementhereby will be satisfactory in form and substance to Purchasers. (h) The Company shall have fully satisfied (including with respect to rights of timely notification) or obtained enforceable waivers in respect of any preemptive or similar rights with respect to the issuance of Common Units hereunder.

Conditions to Obligation of the Purchasers. The obligation of each Purchaser the Purchasers to acquire Common Units at consummate the transactions to be performed by the Purchasers in connection with the Closing is subject to the fulfillment to such Purchaser’s satisfaction, on or prior to the date of the Closing, of each satisfaction of the following conditions, any of which may be waived by such Purchaser (as to itself only):: (ai) The the representations and warranties made by the Company set forth in Article III Sections 4and 5 above shall be true and correct as of the date when made in all material respects at and as of the date of the Closing, as though made on and as of such date.Closing Date; (b) All authorizations, approvals or permits of, or filings with, any governmental authority that are required by law in connection with (i) the redemption of the Preferred Units and (ii) the lawful sale and issuance Each of the Common Units by the Company to the Purchasers Pre-Closing Covenants set forth in Section 8, above shall have been duly obtained by satisfied; (iii) the Company Sellers shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (iv) the Sellers shall have procured all of the third party consents required in order to effect the Closing; (v) no action, suit, or proceeding shall be effective on and as pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the Closingtransactions contemplated by this Agreement, except where such filings may be made subsequent to the Closing without causing a Material Adverse Change on the Company. (cB) The Company shall have obtained cause any and all consents, permits and waivers including, but not limited to, all governmental or regulatory consents, approvals, or authorizations required in connection with the valid execution and delivery of this Agreement and the Transaction Agreements and the consummation of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Purchasers to own the Seller Shares and to control the Transaction AgreementsCompany, or (D) affect adversely the right of the Company to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vi) the Sellers shall have delivered to the Purchasers a certificate to the effect that (A) each of the conditions specified above in Section 10(a)(i)-(v) is satisfied in all respects, and (B) as of the same Closing, the Company has no Liabilities; (vii) The Purchasers shall be have received an opinion of counsel customary for transactions of this type that covers, among other things, that the Seller Shares were validly issued, are fully paid and non-assessable and were issued in compliance with all laws, including, without limitation, applicable federal and state securities law and that the transactions contemplated hereby are being effected in compliance with state and federal securities laws; (viii) the Purchasers shall have received the resignations, effective as of the date Closing of each director and officer of the ClosingCompany. The designees specified by the Purchasers shall have been appointed as officers of the Company and any designees of the Purchasers who may be lawfully appointed to the Board of Directors of the Company as of the Company shall have been appointed; (ix) there shall not have been any occurrence, event, incident, action, failure to act, or transaction since October 31, 2007 which has had or is reasonably likely to cause a material adverse effect on the business, assets, properties, financial condition, results of operations or prospects of the Company; (x) the Purchasers shall have completed their business, accounting and legal due diligence review of the Company, and the results thereof shall be satisfactory to the Purchasers; (xi) the Purchasers shall have received such pay-off letters and releases relating to Liabilities as they shall have requested and such pay-off letters shall be in form and substance satisfactory to the Purchasers; (xii) the Purchasers shall have conducted UCC, judgment lien and tax lien searches with respect to the Company, the results of which indicate no liens on the assets of the Company; (xiii) the Sellers shall have delivered the Company’s Certificate of Incorporation and bylaws, both as amended to the Closing Date, certified by the Secretary of the Company, resolutions adopted by the Board of Directors of the Company authorizing this Agreement and the transactions contemplated hereby and the Company shall have delivered to the Purchasers the Company’s original minute book and corporate seal and all other original corporate documents and agreements; (xiv) the Company shall deliver to the Purchasers a Certificate of Good Standing in respect of the Company issued by the Delaware Secretary of State dated no earlier than 30 days prior to the closing. (dxv) The the Company shall have performed, satisfied maintained at and complied in immediately after the Closing its status as a company whose Common Stock is quoted on the OTC Bulletin Board; and (xvi) all material respects with all covenants, agreements and conditions required by this Agreement actions to be performedtaken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, satisfied or complied with opinions, instruments, and other documents required to effect the transactions contemplated hereby will be satisfactory in form and substance to the Purchasers. (xvii) At the Closing, there shall be no more than 20,640,250 shares of the Company issued and outstanding other than shares held by it the Purchasers on a pro-forma basis. The Purchasers may waive any condition specified in this Section 10(a) at or prior to the Closing, including having delivered to the Purchasers all agreements and other documents required to be delivered Closing in writing executed by the Company to the Purchasers pursuant to Section 2.02Purchasers. (e) All conditions specified in the Redemption Agreement to the purchase by the Company, and the sale by the Preferred Holders, of the Preferred Units shall have been satisfied or waived (other than the disbursement by the Company of the purchase price for such Preferred Units). (f) No Material Adverse Effect shall have occurred since the date of this Agreement. (g) No Law, judgment, injunction or order shall be enacted, promulgated, entered or enforced by any Governmental Authority that would prohibit consummation of the transactions contemplated by this Agreement. (h) The Company shall have fully satisfied (including with respect to rights of timely notification) or obtained enforceable waivers in respect of any preemptive or similar rights with respect to the issuance of Common Units hereunder.

Conditions to Obligation of the Purchasers. The obligation of each Purchaser the Purchasers to acquire Common Units at consummate the transactions to be performed by the Purchasers in connection with the Closing is subject to the fulfillment to such Purchaser’s satisfaction, on or prior to the date of the Closing, of each satisfaction of the following conditions, any of which may be waived by such Purchaser (as to itself only):: (a) The the representations and warranties made by the Company of Seller set forth in Article III Section 4 above shall be true and correct as of the date when made in all material respects at and as of the date of the Closing, as though made on and as of such date.Closing Date; (b) All authorizations, approvals or permits of, or filings with, any governmental authority that are required by law in connection with (i) the redemption of the Preferred Units and (ii) the lawful sale and issuance of the Common Units by the Company to the Purchasers Seller shall have been duly obtained by the Company performed and shall be effective on and as complied with all of its covenants hereunder in all material respects through the Closing, except where such filings may be made subsequent to the Closing without causing a Material Adverse Change on the Company.; (c) The Company the Seller shall have obtained any and procured all consentsof the third party consents required or asked of it in order to effect the Closing; (d) no action, permits and waivers including, but not limited to, all governmental or regulatory consents, approvalssuit, or authorizations required in connection with proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the valid execution and delivery of transactions contemplated by this Agreement and the Transaction Agreements and the consummation Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Purchasers to own the Shares and to control the Transaction AgreementsCompany, or (D) affect adversely the right of the Company to own its assets and the same to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be effective as of the date of the Closing.in effect); (de) The Company the Seller shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing, including having delivered to the Purchasers a certificate to the effect that (A) each of the conditions specified above in Section 10(a)(i)-(iv) is satisfied in all agreements respects, and other documents required to be delivered (B) as of the Closing, the Company has no Liabilities; (f) the completion of the sale by the Company to the Purchasers of 40,519,246 shares of Common Stock for a total purchase price of $133,500, pursuant to Section 2.02.a subscription agreement dated on or about the date hereof, and there shall not be more than 9,480,754 shares of Common Stock issued and outstanding prior to the consummation of such sale; (eg) All conditions specified in the Redemption Agreement to Purchasers shall have completed the purchase by business, accounting and legal due diligence review of the Company, and the sale results thereof shall be satisfactory to the Purchasers; (h) the Company shall have delivered its Articles of Incorporation and By-Laws, each as amended to the Closing Date, certified by the Preferred Holders, Secretary of the Preferred Units Company, resolutions adopted by the Board of Directors of the Seller authorizing this Agreement and the transactions contemplated hereby certified by the Secretary of the Seller, and the Seller shall have been satisfied or waived delivered to the Purchasers, to the extent available, the Company’s original minute book and corporate seal and all other original corporate documents and agreements; (other than i) the disbursement Company shall have maintained at and immediately after the Closing its status as a company whose Common Stock is quoted on the OTB Bulletin Board; and (j) all actions to be taken by the Company of the purchase price for such Preferred Units). (f) No Material Adverse Effect shall have occurred since the date of this Agreement. (g) No Law, judgment, injunction or order shall be enacted, promulgated, entered or enforced by any Governmental Authority that would prohibit Seller in connection with consummation of the transactions contemplated by this Agreement. (h) The Company shall have fully satisfied (including with respect hereby and all certificates, opinions, instruments, and other documents required to rights of timely notification) or obtained enforceable waivers effect the transactions contemplated hereby will be satisfactory in respect of any preemptive or similar rights with respect form and substance to the issuance of Common Units hereunderPurchasers. The Purchasers may waive any condition specified in this Section 10(a) at or prior to the Closing in writing executed by the Purchasers.