AGREEMENT
This agreement dated as of December 9, 2007 (the "Agreement") is
among Journey of Light, Inc., a corporation organized and
existing under the laws of the state of New York in the United
States of America ("JOL") on the one hand, and Consolidated
Contractors Company Oman LLC, a limited liability corporation
organized and existing under the laws of the Sultanate of Oman
("CCC") and Consolidated Contractors International Company,
S.A., a corporation organized and existing under the laws of the
country of Panama ("CCIC") on the other hand. CCC and CCIC are
sometimes collectively referred to herein as "Consolidated" and
each of JOL, CCC and CCIC are sometimes referred to herein as a
"Party" or collectively as the "Parties".
1. The Development Agreement. As of the date hereof, JOL is
finalizing a development agreement ("Development Agreement")
with the government ("Government") of the Sultanate of Oman
("Oman"). A copy of the final draft Development Agreement is
attached hereto as Exhibit A. The Development Agreement
describes the terms and conditions under which a real estate
development project to be designated by the Government as an
"Integrated Tourism Complex" (the "Omagine Project") will be
developed in Oman by Omagine S.A.O.C. [under formation] (the
"Project Company").
2. Definitions. All capitalized terms in this Agreement
shall, unless otherwise indicated herein, have the meanings
assigned to them in Exhibit A - the Development Agreement.
3. Relationship of the Parties.
3.1 As of the date hereof, JOL has signed a memorandum of
understanding ("MOU") with BankMuscat SAOG (the "Bank"). The MOU
(a copy of which is attached hereto as Exhibit B) contemplates,
among other things, the Bank (i) becoming the Project Company's
financial advisor, (ii) raising any additional equity
requirements that the Project Company may require subsequent to
the Effective Date, (iii) advising the Project Company with
respect to its capital structure, and (iv) securing and placing
the debt requirements necessary to secure the Construction
Financing and the Financial Closing.
3.2 As of the date hereof, JOL (i) has finalized an
agreement dated December 8, 2007 (the "MB Agreement") with
Xxxxxxxx Barwani Investment Company LLC, an Omani limited
liability company ("MB"). A copy of the MB Agreement is attached
hereto as Exhibit C) and describes the terms and conditions
under which MB will invest thirteen million four hundred sixty
two thousand Omani Rials (OMR 13,462,000) in the Project Company
(the "MB Investment") and become a Founder Shareholder of the
Project Company.
3.3 The purpose of this Agreement is to memorialize the
terms and conditions upon which the Parties have agreed with
respect to (i) CCIC becoming a minority Founder Shareholder of
the Project Company, and (ii) the appointment of CCC as the
General Contractor for the Omagine Project. From and after the
date hereof, the Parties agree to cooperate for the purpose of
(i) concluding and signing a construction contract between CCC
and the Project Company pursuant to this Agreement covering 100%
of the Omagine Project (the "Construction Contract") (ii)
including CCIC as a Founder Shareholder in the Development
Agreement, (iii) the appointment of CCC as the General
Contractor for the Omagine Project, and (iv) arranging with the
relevant financial institutions ("Financial Institutions") the
necessary construction financing for the Project (the
"Construction Financing") and arriving at that date (the
"Financial Closing Date") on which the legally binding
documents providing the Construction Financing (the "Financing
Documents") are executed and delivered by the Project Company
and the Financial Institutions (the "Financial Closing").
4. Construction Contract. The Parties agree that, subject
to the terms and conditions of this Agreement, CCC shall be
appointed as the General Contractor for the Omagine Project by
the Project Company and shall be awarded the Construction
Contract. The value of the Construction Contract shall be equal
to the negotiated total cost of construction (exclusive of
program management, construction management and design fees) for
the Omagine Project (the "Total Construction Costs"). CCC shall
supply the Project Company with a competitive price for the
Total Construction Costs in line with industry norms and shall
cooperate with the Project Company and its project management,
engineering and design consultants (collectively, the
"Consultants") in this regard. CCC agrees that concurrent with
the signing of the Construction Contract that it will execute
and deliver the "Contractor's Completion Warranty" in the form
attached hereto as Exhibit D.
5. Term. This Agreement will terminate only upon the
earlier of (i) the mutual written consent of the Parties, (ii)
on April 30, 2008 if the Execution Date has not occurred on or
before April 30, 2008, (iii) on the "Closing Date" (as
hereinafter defined) if the Execution Date occurs on or before
April 30, 2008, or (iv) upon receipt by the Project Company or
JOL of a Withdrawal Notice pursuant to the provisions
of Clause 8 (vi) hereof.
6. Expenses. The Parties hereby agree that each Party
shall be solely responsible for its own costs and expenses
incurred as a result of this Agreement or the transactions
contemplated hereby. "Development Expenses" are hereby defined
as the sum of all reasonable and substantiated direct and
indirect costs and expenses incurred by JOL prior to the
Financial Closing Date and associated with the negotiation of
the Development Agreement or the preparation, planning, design,
re-design and promotion of the Omagine Project. The "Success
Fee" is hereby defined as a management fee payable to JOL in the
amount of one-half of one percent (0.5%) of the Total
Construction Costs. The Parties hereby agree that at the
Financial Closing, subject to the agreement of the Lenders
providing the Financing, that the Project Company shall (i)
reimburse JOL in full for its Development Expenses, and
(ii) pay JOL the Success Fee. The Parties agree that the
Development Expenses from the date hereof up to and including
the Financial Closing Date shall be financed either (i) from the
MB Investment or (ii) by JOL. For the avoidance of doubt, the
Parties agree that no such Development Expenses shall be
financed by Consolidated nor shall Consolidated have any
liability with respect thereto.
7. The Stock Purchase Agreement and the Shareholders'
Agreement. On a date (the "Closing Date") which shall be on or
prior to the corporate formation date of the Project Company
(the "Formation Date") and within sixty (60) days after the
Execution Date, CCIC, MB and JOL shall execute a shareholders'
agreement ("Shareholders' Agreement") with respect to the
Project Company. On or before the Formation Date CCIC and the
Project Company shall execute a stock purchase agreement (the
"CCIC Stock Purchase Agreement"). The Shareholders' Agreement
and CCIC Stock Purchase Agreement shall, among other things,
memorialize the following agreed to terms and conditions as
appropriate to each such agreement:
(i) the principles agreed upon in this Agreement and in the
MB Agreement,
(ii) the formation of Omagine S.A.O.C. with one million
authorized shares of capital stock (the "Shares") and 500,000 of
such Shares subscribed for and issued on the Formation Date at
one Omani Rial per Share in the aggregate amount of five
hundred thousand Omani Rials (OMR 500,000) ,
(iii) a resolution of the Board of Directors of JOL (the
"First JOL Resolution") authorizing and directing JOL to
subscribe for 480,000 Shares (the "JOL Shares") at one Omani
Rial per Share, in the aggregate amount of 480,000 Omani Rials
(the "JOL Capital Contribution") together with a subscription
agreement signed by JOL subscribing for the JOL Shares,
(iv) such resolutions of the Boards of Directors of MB and JOL
together with such subscription agreements signed by MB and JOL
as are contemplated and required by this Agreement and the MB
Agreement; it being understood by the Parties that the MB
Agreement calls for MB to invest (i) ten thousand Omani Rials
(OMR 10,000) on the Formation Date in exchange for 10,000
Shares, and (ii) thirteen million four hundred fifty two
thousand Omani Rials (OMR 13,452,000) on the Effective Date in
exchange for 80,000 Shares.
(v) a resolution of the Board of Directors of CCIC (the "First
CCIC Resolution") authorizing and directing CCIC to subscribe
for 10,000 Shares (the "Initial CCIC Shares") at one Omani Rial
per Share in the aggregate amount of 10,000 Omani Rials (the
"CCIC Initial Capital Contribution") together with a
subscription agreement signed by CCIC subscribing for the
Initial CCIC Shares (the "First CCIC Subscription"),
(vi) a resolution of the Board of Directors of CCIC dated
subsequent to the First CCIC Resolution (the "Second CCIC
Resolution") authorizing and directing CCIC to subscribe for
50,000 Shares (the "Deferred Capital Shares") at three hundred
eighty (380) Omani Rials per Share, in the aggregate amount of
nineteen million Omani Rials [OMR 19,000,000] (the "Deferred
Capital Contribution") together with a subscription agreement
signed by CCIC, dated subsequent to the First CCIC Subscription
and subscribing for the Deferred Capital Shares (the "Second
CCIC Subscription"),
(vii) resolutions of the Boards of Directors of the Project
Company and of JOL (the "Redemption Resolutions"), which
Redemption Resolutions shall be dated subsequent to (a) the
First JOL Resolution, and (b) receipt by the Project Company of
the Deferred Capital Contribution. The Redemption Resolutions
shall authorize and direct the sale by JOL to the Project
Company of 50,000 of the JOL Shares at one Omani
Rial per Share, in the aggregate amount of 50,000 Omani Rials (a
"JOL Redemption") together with such other agreement signed by
the Project Company and by JOL as may be required to effect the
foregoing and to return such 50,000 JOL Shares to the Project
Company's "authorized but un-issued" status,
(viii) payment by JOL and CCIC to the Project Company on the
Formation Date of the JOL Capital Contribution and the CCIC
Initial Capital Contribution respectively and the
contemporaneous issuance to JOL of the JOL Shares and to CCIC of
the Initial CCIC Shares,
(ix) agreement among the Parties that, for the period
beginning on the Formation Date and ending on the Financial
Closing Date, the Project Company intends to expend its funds
for marketing, design, public relations and organization
expenses and for the construction related activities of CCC
mentioned in Section 8 (iii) hereof;
(x) JOL and CCIC shall agree in the Shareholders' Agreement
that:
A. The Project Company's corporate governance and capital
raising activities will be managed by the Board of
Directors who shall be elected by the shareholders of the
Project Company, and
B. CCIC shall have representation (either directly or through
its nominee) on the Board of Directors proportionate to
the CCIC Percentage, provided only that CCIC shall have
at least one (1) director of its choice on the Board of
Directors, and
C. The Project Company shall have a professional
management team to develop and implement the Project
which shall be appointed by and be responsible to the
Board of Directors.
(xi) a "pre-emptive right" with respect to sales of Shares by
any Founder Shareholder ("Founder Shares") whereby, except in
the event of (i) any JOL Redemption, or (ii) an MSM Listing;
each Founder Shareholder is required to offer its Founder Shares
to the other Founder Shareholders before selling such Founder
Shares to a third party.
(xii) such other terms and conditions (including those
mentioned in Sections 8(i) through Section 8(vi) hereof) as
agreed by the Parties and as are usual and customary in such
agreements.
(xiii) resolutions of the Boards of Directors of JOL, CCC,
CCIC and MB approving the execution and delivery of this
Agreement, the terms and conditions of this Agreement and the
transactions contemplated by this Agreement.
8. Negotiated Capital Structure. In addition to the
preliminary financial model included in Schedule 17 to the
Development Agreement, a variety of other business
considerations were taken into effect by the Parties in arriving
at this Agreement (the "Business Considerations"). Some of such
Business Considerations were (i) the value of the Construction
Contract being awarded to CCC, (ii) JOL's desire to have a
single point of responsibility (a "General Contractor") for the
construction activities related to the Omagine Project, (iii)
JOL's desire to engage a reputable General Contractor presently
mobilized in Oman, (iv) CCC's desire to be appointed the General
Contractor and be awarded the Construction Contract, (v) the
present value of the Existing Land, and (vi) recent sale prices
for residential real estate in Integrated Tourism Complexes in
Oman. The Business Considerations were the basis for arriving at
the negotiated decision to issue sixty thousand (60,000)
Shares (the "CCIC Shares") to CCIC in exchange for the CCIC
Initial Capital Contribution and the Deferred Capital
Contribution. The CCIC Shares shall represent twelve percent
(12%) of the number of Shares of the Project Company
issued and outstanding at the date of the JOL Redemption (the
"CCIC Percentage") and JOL hereby represents and warrants to
CCIC that it and the Project Company will, if and when necessary
and in the manner specified as a JOL Redemption in Section
7(vii) hereof, redeem such further number of JOL Shares as may
be necessary to assure that the CCIC Percentage will be equal to
twelve percent (12%) on the Financial Closing Date. Among other
Business Considerations, the Parties have relied in a general
way upon the present estimate of the Total Construction Costs,
Consolidated's market reputation, the value of the Existing Land
and their best business judgment to arrive at the herein agreed
amounts for the CCIC Shares and the CCIC Percentage. The weight
given by the Parties to the various Business Considerations
cannot be adequately measured mathematically and the Parties
agree, especially as a result of the award of the Construction
Contract to CCC, that the number of CCIC Shares and the amount
of the CCIC Percentage and the Deferred Capital Contribution
represent a fair and commercially reasonable negotiated
agreement.
The Parties hereby agree that the Business Considerations
include but are not limited to their mutual agreement on the
following:
i. The award of the Construction Contract to CCC in the full
amount of the Total Construction Costs and the occurrence of the
Financial Closing are conditions precedent to CCIC's obligation
to invest the Deferred Capital Contribution.
ii. The Parties agree that, subject only to the provisions
that (i) the Construction Contract between the Project Company
and CCC is signed on or before the Financial Closing Date, and
(ii) the Financial Closing occurs without a requirement for a
Recourse Provision (as hereinafter defined), CCIC is obligated
to invest the Deferred Capital Contribution on or before the
Financial Closing Date in exchange for the contemporaneous
issuance to CCIC of the Deferred Capital Shares.
iii. The Parties agree that the ability of CCC to mobilize and
begin construction activities quickly after the Effective Date
is an important consideration to JOL's entering into this
Agreement and CCC therefore agrees that, provided suitable
payment arrangements acceptable to CCC are in place with the
Project Company, CCC will use its best efforts to begin those
initial construction activities that do not require final design
completion (e.g.: mobilization, site leveling, fencing,
surveying, etc.) on the Existing Land as soon as reasonably
possible after the Effective Date and prior to the signing of
the Construction Contract.
iv. CCC agrees to use its best professional efforts and to
cooperate fully with the Project Company and the Consultants in
all "value engineering" and "constructability" studies
undertaken during the process of finalizing the designs for the
Masterplan and all Buildings and structures in the Project
Area.
v. The Parties acknowledge that many "financial investors"
(i.e. Bank Muscat OITPF Fund, institutional investors, and
investors who are neither developers nor contractors) have
expressed interest in investing in the Omagine Project and it is
the Parties intention to cooperate with each other and with the
Bank to mutually examine and carefully consider these potential
investment options subsequent to the Execution Date and to
maintain maximum flexibility in order to attain the optimum
financial structure for the Omagine Project and the Project
Company.
vi. Notwithstanding the above provisions of this Clause 8 or
any other provision of this Agreement, CCIC shall not be
obligated to invest the Deferred Capital Contribution as
specified in this Agreement if the Financing Documents
required by the Lenders to achieve the Financial Closing include
a provision providing for "recourse" to the Project Company's
shareholders for any reason whatsoever including but not limited
to an event of default under such Financing Documents (a
"Recourse Provision"). In the event of a Recourse Provision
occurring, CCIC may, at its sole option, choose to (i) go
forward with and comply with the terms and conditions of this
Agreement, or (ii) decline to go forward with and comply with
the terms and conditions of this Agreement (a "Withdrawal"). In
order for CCIC to exercise its right of Withdrawal, CCIC must
(a) be notified in writing by the Lenders that a Recourse
Provision will be required in the Financing Documents (a "CCIC
Notice"), and (b) give the Project Company (or if the Formation
Date has not yet occurred, JOL) written notice pursuant to the
provisions of Clause 11.5 hereof of its intention to exercise
its right of Withdrawal (a "Withdrawal Notice"). A Withdrawal
Notice must be given prior to the Financial Closing Date and
within ten (10) Days after receipt by CCIC of a CCIC Notice.
CCIC's right of Withdrawal shall terminate on the Financial
Closing Date. A Withdrawal Notice shall be irrevocable and upon
receipt of a Withdrawal Notice by the Project Company or JOL,
this Agreement shall immediately thereupon terminate and the
provisions of the next following sentence shall apply. Within
ten (10) Days after receipt by the Project Company of a
Withdrawal Notice and assuming the Formation Date has occurred,
the Project Company shall pay CCIC an amount equal to the CCIC
Initial Capital Contribution and CCIC shall surrender the
certificates representing the CCIC Initial Shares for
cancellation by the Project Company. From and after a
Withdrawal Notice being received by the Project Company or JOL,
CCIC shall have no rights as a shareholder of the Project
Company and the Project Company, JOL and Consolidated shall have
no obligations whatsoever to each other pursuant to this
Agreement save the obligation, if relevant, with respect to the
cancellation of the CCIC Initial Shares described in the
immediately preceding sentence.
9. Representations and Warranties
9.1 JOL Representations.
JOL hereby represents and warrants to Consolidated that:
(i) JOL is a corporation organized and in good standing under
the laws of the State of New York in the United States of
America, and
(ii) On the Formation Date and on the Financial Closing Date,
the Project Company will be a closed joint stock company
organized and in good standing under the laws of the
Sultanate of Oman, and
(iii) Xxxxx X. Xxxxxx has been duly authorized by the Board of
Directors of JOL to execute and deliver this Agreement on
behalf of JOL and when so executed and delivered it shall be
binding on JOL and on JOL's successors and permitted
assigns, and
(iv) the execution and delivery of this Agreement by JOL will
not violate any of the provisions of JOL's Certificate of
Incorporation or By-Laws nor violate any provision of any
contract or other agreement by which JOL is bound.
9.2 CCC Representations.
CCC hereby represents and warrants to JOL that:
(i) CCC is a limited liability corporation organized and in
good standing under the laws of the Sultanate of Oman and
(ii) Xx. Xxxxx Alaaiddin ("Alaaiddin") has been duly
authorized by the Board of Directors of CCC to execute and
deliver this Agreement on behalf of CCC and when so executed and
delivered it shall be binding on CCC and on CCC's
successors and permitted assigns, and
(iii) the execution and delivery of this Agreement by CCC will
not violate any of the provisions of CCC's Articles of
Association or By-Laws nor violate any provision of any contract
or other agreement by which CCC is bound.
9.3 CCIC Representations.
CCIC hereby represents and warrants to JOL that:
(i) CCIC is a corporation organized and in good standing under
the laws of the country of Panama and is an integral part of
Consolidated Contractors Group, X.X.X. which is the parent
company of CCC, and
(ii) Alaaiddin has been duly authorized by the Board of
Directors of CCIC to act as CCIC's attorney-in-fact and to
execute and deliver this Agreement and the Development
Agreement on behalf of CCIC and when so executed and
delivered by Alaaiddin they shall be binding on CCIC and on
CCIC's successors and permitted assigns, and
(iii) The power of attorney signed by CCIC and attached hereto
as Exhibit E authorizing Alaaiddin to sign, execute and deliver
this Agreement and the Development Agreement on behalf of
CCIC is a true and valid instrument of CCIC which has not
been modified or revoked as of the date hereof and will not
be modified or revoked as of the Execution Date and the
person signing such power of attorney on behalf of CCIC has
the full power and authority and is duly authorized by
CCIC's Board of Directors to so authorize Alaaiddin to
execute and deliver this Agreement and the Development
Agreement on behalf of CCIC , and
(iv) the execution and delivery of this Agreement by CCIC will
not violate any of the provisions of CCIC's Articles of
Association or By-Laws nor violate any provision of any
contract or other agreement by which CCIC is bound.
10. Governing Law; Jurisdiction; Venue. This Agreement
shall be governed by, and construed and enforced in accordance
with, the laws of the country of Switzerland. Any disputes
arising out of or in connection with this Agreement shall
be finally settled by arbitration under the ICC Rules. The venue
for any such arbitration shall be Geneva, Switzerland. The
arbitration shall be conducted by three (3) arbitrators who
shall be proficient in the English language and shall be
appointed by the Secretary General of the International Court of
Arbitration of the ICC in accordance with the ICC Rules. The
language of the proceedings, documentation and award shall be
English. The expense of the arbitration shall be borne by the
Parties in such manner as the arbitrators may determine. No
arbitrator appointed pursuant to this clause 10 shall be an
employee, agent, consultant or former employee, agent or
consultant of any Party. The Parties undertake not to
engage in any unlawful activity or business as defined under the
OECD convention of December 17, 1997 on combating bribery of
public consultants in international business transactions.
11. Miscellaneous
11.1 Intellectual Property. The Parties agree that the
Omagine Project as presented to the Government and to
Consolidated, including the architectural, engineering and
technical drawings, Feasibility Study, and marketing studies
(collectively, the "Intellectual Property") are all the property
of JOL. Consolidated hereby covenants with JOL that, without the
prior written approval and consent of JOL, Consolidated will not
use, publish or exploit the Intellectual Property, or any
part of it, in any manner whatsoever.
11.2 Confidential Information. For the purposes of this
Clause 11.2 "Confidential Information" means this Agreement and
any and all information, data, or material provided by a Party
to any other Party, including but not limited to (a) patent and
patent applications, (b) trade secrets, and (c) proprietary
information, ideas, techniques, sketches, drawings, work of
authorship, models, inventions, know-how, processes,
apparatuses, equipment, software programs, and including,
without limitation, the Parties' respective information
concerning research, experimental work, development, design
details and specifications, engineering, financial information,
procurement requirements, purchasing, manufacturing, customer
lists, investors, employees, business and contractual
relationships (actual or prospective), business forecasts, sales
and merchandising, marketing plans and information that
the disclosing Party provides regarding third parties. Any
information that is not readily available to the public shall be
considered as Confidential Information and, therefore, within
the scope of this Agreement. Each Party shall at all times and
notwithstanding any termination or expiration of this Agreement
hold in strict confidence and not, except as approved in writing
by the other Parties, disclose Confidential Information to any
third party, save to the extent such Confidential
Information may be required by a Party or the Government or
their consultants or representatives for the purposes of the
performance of their duties hereunder, or as may be required by
judicial decision, requirements of applicable law or
governmental regulation of any jurisdiction to which a Party may
be subject, the rules and regulations of any applicable stock
exchange or securities law or administrative process, or to
comply with any such laws, rules or regulations, and will use
the Confidential Information for no purpose other than for the
purposes contemplated in this Agreement. Each Party shall only
permit access to Confidential Information to those of its
employees or authorized representatives having a need to
know such Confidential Information.
11.3 Amendments. This Agreement may not be amended or
modified except by a written instrument signed by the Parties
affected by such amendment or modification. Any such written
instrument signed by either CCC or CCIC shall be deemed to have
been approved by Consolidated.
11.4 Entire Agreement. The Parties agree that this
Agreement (together with Exhibits A, B, C, D and E attached
hereto) constitutes the entire agreement among the Parties and
supersedes any prior agreements whether written or oral among
the Parties.
11.5 Notices. Any notice or other communication required
or permitted hereunder shall be in writing and shall be
delivered to the addresses of the Parties as indicated below (or
to such other address as any Party shall designate by notice
given as herein provided):
if to JOL, to:
Journey of Light, Inc.
The Empire State Building
350 Fifth Avenue
New York, N.Y. 10118
Attn: Xx. Xxxxx X. Xxxxxx
Tel: x0-000-000-0000
Fax: x0-000-000-0000
if to CCC, to:
Consolidated Contractors Company Oman LLC
P. O. Box 614
Muscat - PC 100
Sultanate of Oman
Attn: Xx. Xxxxx Alaaiddin
Tel: x000 00000000
Fax: x000 00000000
if to CCIC, to:
Consolidated Contractors International, S.A.
c/o Consolidated Contractors International Company, X.X.X.
00X Xxxxxxxxx Xxx.
X.X. Xxx 00000
Xxxxxxxxxxx 000 00
Xxxxxx, Xxxxxx
Att: Xx. Xxxxx Xxxxxxxxx
Tel: x00 000 0000 000
Fax: x00 000 0000 000
Such notices or communications shall be delivered either: (i) by
hand; (ii) by pre-paid, recorded courier or postal delivery; or
(iii) by telefax (with a copy thereof promptly delivered
thereafter by hand or by pre-paid courier or postal delivery).
Any notice served by hand, post or telefax shall be deemed to
have been delivered (a) in the case of telefax, at the time when
transmission is completed and an electronic answerback is
received by the sending Party indicating successful receipt
by the receiving Party; and (b) in the case of delivery by hand
or pre-paid, recorded courier or postal delivery, when actually
delivered; provided, however, that in each case where the
application of this Clause 11.5 (b) would otherwise result in
delivery on a Day which is not a Business Day or at a time after
5:00 PM on a Day which is a Business Day, then delivery shall be
deemed to have occurred at 9:00 AM on the next following
Business Day. All references to time and date in this Clause
11.5 are to the local time and date in the location of delivery.
11.6 Headings. The headings in this Agreement are for
reference only, and shall not affect the interpretation of this
Agreement.
IN WITNESS WHEREOF, the Parties have executed this
Agreement on the date first above written.
Consolidated Contractors Company Journey of Light, Inc.
Oman LLC
By: /s/ Fathi Alaaiddin By: /s/ Xxxxx X. Xxxxxx
------------------- --------------------
Fathi Alaaiddin Xxxxx X. Xxxxxx
Vice-President President
Consolidated Contractors International S.A.
By: /s/Fathi Alaaiddin, P.O.A.
--------------------------
Fathi Alaaiddin, P.O.A.
As attorney-in-fact
