REFINERY SCIENCE CORP. WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • February 8th, 2008 • Refinery Science Corp • Oil & gas field machinery & equipment • New York
THIS IS TO CERTIFY that, for value received and subject to these terms and conditions, _______________, or such person to whom this Warrant is transferred (the “Holder”), is entitled to exercise this Warrant to purchase ______________ fully paid and nonassessable shares of Refinery Science Corp., a Texas corporation (the “Company”), $.001 par value per share, Common Stock (the “Warrant Stock”) at a price per share of $15.00 (the “Exercise Price”) (such number of shares, type of security and the Exercise Price being subject to adjustment as provided below).
Re: Financing Engagement AgreementFinancing Engagement Agreement • February 8th, 2008 • Refinery Science Corp • Oil & gas field machinery & equipment • Alberta
Orion Securities Inc. (“Orion” or “we”), understands that Refinery Science Corp. (the “Company” or “you”) is pursuing financing options for the funding of the further development of the pilot plant currently in operation; the purchase of heavy oil assets; and the building, engineering, and fabrication of a 1,000 bbl/d refinery. Orion is pleased to confirm its interest in acting on behalf of the Company as agent and financial advisor.
Macquarie Capital Markets Canada Ltd.Financing Engagement Agreement • February 8th, 2008 • Refinery Science Corp • Oil & gas field machinery & equipment
SUBSCRIPTION AGREEMENTSubscription Agreement • February 8th, 2008 • Refinery Science Corp • Oil & gas field machinery & equipment • New York
It is the investor’s responsibility to (a) make the necessary wire transfer or confirm the proper account balance in a timely manner and (b) arrange for settlement by way of DWAC in a timely manner. If the investor does not deliver the aggregate purchase price for the units or does not make proper arrangements for settlement in a timely manner, the units may not be delivered at closing to the investor or the investor may be excluded from the closing altogether.
OPERATING AGREEMENTOperating Agreement • February 8th, 2008 • Refinery Science Corp • Oil & gas field machinery & equipment • Alberta
THIS OPERATING AGREEMENT (the “Agreement”) is made as of the 12th day of November, 2007 (the “Effective Date”), by and among Refinery Science Corporation, a corporation duly formed and existing under the laws of Texas, USA (“RESI”); Cancen Oil Processors Inc., a corporation duly formed and existing under the laws of Alberta, Canada (“COPI”); and Upgrader Marketing Inc., a corporation duly formed and existing under the laws of Alberta, Canada (“UMI”). RESI, COPI and UMI, and their respective successors and assignees, if any, may sometimes individually be referred to as “Party” and collectively as the “Parties”.
