Condor Energy Technology LLC Operating Agreement, dated October 31, 2011, by MIE Jurassic Energy Corporation and Pacific Energy Development Corp

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOW THEREFORE, in consideration of the mutual promises set forth herein and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

The ownership interests in the Company shall be reflected as Units of which there shall be one class, Class A Units, which shall be issued to the initial Members (the “Class A Members”).  The additional characteristics of the Class A Units shall be as described in this Agreement.  References in this Agreement to Units shall refer to Units regardless of class; and references to a “Unitholder” or “Unitholders” shall include any or all owners of Units.

 

 

Previously or concurrently with the effective date of this Agreement, the initial Members, also called the Class A Members, have each contributed to the Company the amount of cash, property or other consideration set forth opposite such Class A Member’s name on Exhibit A hereto.

 

Section 3.3No Return of Capital Contributions; No Interest.

 

Except as otherwise provided in this Agreement, no Member shall be entitled to demand or receive the return of all or any portion of such Member’s capital contribution or to be paid interest in respect of either its capital account or capital contribution.  No Member shall have any right to receive property other than cash.

 

Section 3.4 Capital Accounts.

 

The Company shall maintain a separate Capital Account for each Unitholder according to the rules of Treasury Regulation Section 1.704-1(b)(2)(iv).  For this purpose, the Company may, upon the occurrence of the events specified in Treasury Regulation Section 1.704-1(b)(2)(iv)(f), increase or decrease the Capital Accounts in accordance with the rules of such regulation and Treasury Regulation Section 1.704-1(b)(2)(iv)(g) to reflect a revaluation of Company property.

 

 

No Member or Unitholder shall have any liability or obligation to the Company, the Members or other Unitholders or any creditor of the Company to restore at any time any deficit balance in such Member’s or Unitholder’s Capital Account.

 

Section 3.6Units as Profits Interests.

 

The Class A Units issued to the initial Members, insofar as they differ in participation in profit from the relative capital contributed in exchange therefor, may be treated in part as “profits interests” under IRS Revenue Procedure 93-27 and IRS Revenue Procedure 2001-43 and the provisions of this Agreement shall be interpreted and applied consistently therewith.  Each Unitholder authorizes and directs the Company to elect to have the "Safe Harbor" described in the proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43 (the "Notice") apply to any interest in the Company transferred to a service provider by the Company on or after the effective date of such Revenue Procedure in connection with services provided to the Company.  For purposes of making such Safe Harbor election, the Tax Matters Member (as defined below) is hereby designated as the "partner who has responsibility for federal income tax reporting" by the Company and, accordingly, execution of such Safe Harbor election by the Tax Matters Member constitutes execution of a "Safe Harbor Election" in accordance with Section 3.03(1) of the Notice.  The Company and each Unitholder hereby agree to comply with all requirements of the Safe Harbor described in the Notice, including, without limitation, the requirement that each Unitholder shall prepare and file all federal income tax returns reporting the income tax effects of each interest in the Company issued by the Company covered by the Safe Harbor in a manner consistent with the requirements of the Notice.

 

 

 

The Members (those who have signed this Agreement) are hereby admitted to the Company.

 

 

The Members shall have no personal liability or obligation under any judgment of a court, or in any other manner, for any debt, obligation or liability of the Company, whether that liability or obligation arises in contract, tort or otherwise, solely by reason of their status as Members.

 

 

A Member’s or Unitholder’s interest in the Company, including the Member’s economic interest, may not be transferred unless in accordance with the provisions of Article 5 below.  For purposes of this Section 4.3, a pledge of Units shall not be deemed a transfer.

 

 

 

From the Effective Date and until the date falling three (3) years after the Effective Date, no Transfer of Units of CONDOR by any Unitholder shall be permitted; provided however that:

 

 (a)           any Unitholder may Transfer Units to one (1) or more of its Affiliates in accordance with Clause 5.8 of this Agreement shall be permitted; and

 

 (b)           any Transfer effected by any Unitholder in accordance with Clauses 5.2, 5.3 or 5.4  of this Agreement shall be permitted.

 

Section 5.2  Right of First Refusal.

 

 

Section 5.3  Tag-Along Right.

 

 

 

Section 5.4  Drag-Along Rights.

 

 

 

Section 5.5  Attempted Transfers Void.

 

Except as provided in this Article 5, no Transfer or attempted Transfer of the Units of any Unitholder, whether by absolute or by collateral assignment or otherwise, whether by gift or for valuable consideration, and no matter how conditioned, shall in any manner be effective or binding upon the other Unitholders or CONDOR, unless made in full compliance with the terms hereof.

 

Section 5.6  After-Acquired Units.

 

Whenever any Unitholder who is a party to this Agreement acquires additional Units, such Units so acquired shall be subject to all of the terms and provisions of this Agreement.

 

 

No transfer of Units by any selling Party to any third party shall be entered into CONDOR’s register of Unit transfers and all Parties shall procure that unless such third party has first entered into a deed of adherence with all parties hereto other than the selling Party pursuant to which such third party shall agree, inter alia, to be bound by all the restrictions of, and discharge all duties and obligations as set out in this Agreement as if it were an original party hereto.  Such deed of adherence shall be in such form at such other parties shall reasonably require.

 

Section 5.8  Exempt Transfer.

 

 (a)           Notwithstanding anything to the contrary herein, the foregoing provisions of this Article 5 shall not apply to a Transfer by a Unitholder of all or part of its Units to an Affiliate, provided, however, that any such Transfer shall be in accordance with each of the following terms:

 

 (i)           Such Unitholder shall provide written notice of such Transfer to each other Unitholder;

 

 (ii)           The transferee to whom the Unitholder Transfers its Units shall execute and deliver to each other Unitholder and the Company a deed of adherence to this Agreement, in form and substance reasonably satisfactory to the Company, indicating such transferee’s agreement to be bound by the terms and conditions of this Agreement as a Party and a Unitholder hereunder in the same manner as the Transferring Unitholder and be entitled to the same right to the same extent and in the same manner as the Transferring Unitholder;

 

 (iii)           such Unitholder shall remain bound by its obligations under this Agreement; and

 

 

 (iv)           if any such transferee Affiliate shall cease to be an Affiliate of such Unitholder, any Units held by such transferee shall be promptly retransferred to such Unitholder or transferred to another of such Unitholder’s Affiliates.

 

 (b)           Notwithstanding anything to the contrary herein, the provisions of this Article 5 shall not apply to (i) the sale of Units pursuant to an IPO or (ii) any Transfer after the expiration of a customary lock up period of an IPO.

 

 

Section 6.1  General Meeting.

 

A General Meeting of the Unitholders of the Company (the “Annual General Meeting”) shall be held once in every calendar year and not later than fifteen (15) months after the holding of the last preceding Annual General Meeting.

 

Section 6.2  Extraordinary Meetings.

 

Extraordinary meetings of the Unitholders of the Company shall be held upon the request of the Chairman, any PEDCO Manager, or any MIE Manager (or as otherwise required pursuant to the provisions of applicable law) upon at least fourteen (14) days written notice (containing the agenda, date, time and place of the meeting) to all Unitholders of the Company, provided, however, that if any Reserved Matter (as defined below) is to be voted on in any extraordinary meetings, the notice for such meeting shall specify such Reserved Matter separately from other matters and shall be held at such time and place designated in such notice, with attendance in person or by telephone or by proxy or corporate representative; provided, however, that, subject to applicable law, such fourteen (14) day notice requirement may be waived by Unitholders of the Company having an aggregate Unitholder Interest of not less than ninety percent (90%) in a particular case.  Any notice period referred to above shall exclude both the day on which the notice is served or deemed to be served and the day for which the notice is given.

 

Section 6.3  Quorum.

 

The quorum for any meeting of the Unitholders of the Company shall be Unitholders of the Company whose aggregate Unitholder Interest is not less than fifty percent (50%) present personally or by duly appointed proxy, attorney or representative, provided, however, that for the Unitholders meeting to be validly convened, PEDCO shall be present or represented as long as PEDCO holds more than 5% of the aggregate Unitholder Interest.  If within half an hour of the time appointed for the meeting no quorum is present, the meeting shall be adjourned to the same day one (1) week later at the same time and place or to such other day or time as the Chairman may designate upon at least five (5) days’ written notice to all of the Unitholders of the Company.  If at the adjourned meeting no quorum is present within half an hour from the time appointed for the meeting, Unitholders of the Company whose Unitholder Interest is not less than fifty percent (50%) present or represented at such meeting shall constitute a quorum; provided, however, that no action or decision shall be taken on any matter not specified in the agenda of the meeting when it was first called.

 

 

 

 

 

Section 7.1  Board of Managers.

 

 

(i) As long as PEDCO and its Affiliates shall have an aggregate Unitholder Interest of at least ten (10%), one (1) Manager will be nominated by PEDCO (the  “PEDCO Manager”); and

 

(ii) So long as MIE and its Affiliates shall have an aggregate Unitholder Interest of at least fifty percent 50%, two (2) Managers will be nominated by MIE (each a “MIE Manager”);

 

provided, however, that MIE shall always be entitled to nominate a majority of the Managers so long as MIE and its Affiliates hold a majority of the Unitholder Interest of the Company.

 

 

 

 

 

 

Section 8.1 Allocations.

 

 

 

 

 

 

 

 

 

 

 

Each Unitholder and CONDOR shall comply with and shall cause its Affiliates to comply with all applicable Nevada Law or other applicable laws, rules, or regulations of any other jurisdiction that are or may be applicable to CONDOR's business and the Unitholders' and their Affiliates' activities in connection with CONDOR or a Project.  Each of the Unitholders shall use reasonable efforts to obtain all regulatory approvals that are necessary for it to perform its obligations under this Agreement.  CONDOR shall use reasonable efforts to obtain all other Governmental Approvals necessary to effect each of the transactions contemplated herein.

 

 

 

 

(e)           The execution, delivery and performance by such Unitholder of this Agreement and the consummation of the transactions contemplated hereby and thereby, including the incurrence by such Unitholder of its financial obligations hereunder and thereunder, will not result in any violation of any term of its constituent documents, or its Articles, as the case may be, or any material contract or agreement applicable to it, or of any license, permit, franchise, judgment, writ, injunction or regulation, decree, order, charter, law, ordinance, rule or regulation applicable to it, including any loan agreements executed with the banks/other creditors, or any of its properties or to any obligations incurred by it or by which it or any of its properties or obligations are bound or affected, or of any determination or award of any arbitrator applicable to it, and will not conflict with, or cause a breach of, or default under, any such term or result in the creation of any lien upon any of its properties or assets.

 

(f)           All third party consents and approvals including banks/other creditors approval(s) required for the execution, delivery and performance if this Agreement have been obtained to the satisfaction of each other and no other consent, approval, order or authorization of, or registration, declaration or filing with, or giving of notice to, obtaining of any license or permit from, or taking of any other action with respect to, any central, state or local government or public body, authority or agency or banks/other creditors is required in connection with the valid authorization, execution, delivery and performance by such Unitholder of this Agreement or the consummation of any of the transactions contemplated hereby.

 

Section 10.2  Investment Intent.

 

Each Unitholder hereby represents and warrants to CONDOR and the other Unitholders that such Unitholder has acquired its Units for such Unitholder’s own account, for investment purposes only and not with a view to the distribution or resale thereof, in whole or in part, and agrees that it will not Transfer, or offer to Transfer, all or any portion of its Units in any manner that would violate, or cause CONDOR to violate, this Agreement or any applicable securities laws.

 

 

Each Unitholder hereby acknowledges that such Unitholder is aware that the Units (and the offering, issuance and sale thereof to such Unitholder) have not been listed with any stock exchanges under any applicable securities laws.  Each Unitholder further acknowledges that CONDOR will not, and has no obligation to, recognize any Transfer of all or any part of Units to any Person except in accordance with this Agreement.

 

 

 

Section 11.1  Obligation to Maintain Confidentiality.

 

With respect to each Unitholder and their respective Affiliates, except to the extent necessary for the exercise of its rights and remedies and the performance of its obligations under this Agreement, such Unitholder will not itself use or intentionally disclose (and will not permit the use or disclosure by any of its Affiliates or its advisors, counsel and public accountants (collectively, “Advisors”)) of, directly or indirectly, any CONDOR documents or this Agreement or information furnished thereunder (the “Confidential Information”), and will use all reasonable efforts to have all such Confidential Information kept confidential (consistent with its own practices) and not used in any way known to such Unitholder to be detrimental to any of the other Parties; provided, that (i) any such Unitholder, its Affiliates and its advisors may use, retain and disclose any such Confidential Information to its special counsel and public accountants or any Governmental Authority, including the U.S. Securities and Exchange Commission in such public filings as required under applicable law or advised by counsel to be disclosed therein, (ii) any such Unitholder, its Affiliates and its advisors may use, retain and disclose any such Confidential Information that has been publicly disclosed (other than by such Unitholder, its Affiliates or any of its advisors in breach of this Section) or has rightfully come into the possession of such Unitholder thereof or any of its Affiliates or advisors other than from another Unitholder or a Person acting on such other Unitholder’s behalf, (iii) to the extent that any such Unitholder, its Affiliates or its advisors may have received a subpoena or other written demand under color of legal right for such information, such Unitholder, its Affiliates or advisors may disclose such information, but such Unitholder will first, as soon as practicable upon receipt of such demand and unless otherwise prohibited by applicable Law, furnish a copy thereof to the other Parties and, if practicable so long as such Unitholder, its Affiliates or advisors will not be in violation of such subpoena or demand or likely to become liable to any penalty or sanctions thereunder, afford the other Parties reasonable opportunity, at such other Parties’ cost and expense, to obtain a protective order or other reasonably satisfactory assurance of confidential treatment for the information required to be disclosed, (iv) disclosures to lenders, potential lenders, investors, potential investors, strategic partners or acquirers, or potential strategic partners or acquirers, or other Persons providing financing to CONDOR or PEDCO, if such Persons have agreed to abide by the terms of this Section, (v) any such Unitholder, its Affiliates and its advisors may disclose any such information, and make such filings, as may be required by this Agreement or applicable law, including, but not limited to, U.S. securities laws, and (vi) nothing in this Section will prevent any such Unitholder from using such information for its own internal purposes.  Notwithstanding anything herein to the contrary, a Unitholder may disclose information to its Affiliates and other advisors in accordance with this Agreement if such Persons have agreed to the terms of this Section.

 

Section 11.2  Return of Confidential Information.

 

The receiving Unitholder shall immediately destroy or return all tangible and, to the extent practicable, intangible material in its possession or control embodying the disclosing Unitholder’s Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) upon the earlier of (a) the completion or termination of the dealings between the Parties or (b) such time as the disclosing Unitholder may so request and shall not thereafter be retained in any form by receiving Unitholder, except that notwithstanding the above, one copy may be retained by receiving Unitholder to show compliance with the terms of this Agreement or for regulatory compliance purposes.

 

Section 11.3  Compliance with Securities Laws.

 

The Parties hereby acknowledge that they are aware of the U.S. securities laws that prohibit any person who has material non-public information about a company from purchasing or selling, directly or indirectly, any securities of such company (including entering into hedge transactions involving such securities), or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.  Each Party agrees that it will not use or permit any third party to use, and that it will use reasonable best efforts to assure that none of its representatives will use or permit to use, any Confidential Information in contravention of U.S. securities laws.

 

 

Section 11.4  License.

 

The Company hereby grants to each of PEDCO and MIE, and each of their respective Affiliates, a nonexclusive, royalty-free, fully paid-up, irrevocable, worldwide license, with no right to grant or authorize sublicenses except to Affiliates thereof, to use (but not sell or offer to sell) all Intellectual Property Rights of CONDOR for the duration set forth in Section 11.6 below (the “License”).

 

 

The restrictions contained in Sections 11.1 through 11.4 will survive the termination or expiration of this Agreement for a period of six (6) years from the date of such termination or expiration, and the License contained in Section 11.5 shall survive with respect to each of PEDCO and MIE, respectively, following termination or expiration of this Agreement until the earlier to occur of (i) the date that such Unitholder is no longer a Unitholder of the Company, or (ii) the date that the Company has an IPO.

 

 

This Agreement shall remain in full force and effect for so long as any of the Unitholders continue to own Units of CONDOR or as otherwise terminated earlier pursuant to Section 9.2.

 

Section 12.2  Termination.

 

This Agreement shall terminate

 

 (a)           upon the written agreement of the Unitholders;

 

 (b)           upon the dissolution and winding up of CONDOR pursuant to this Agreement;

 

 (c)           upon the consummation of an IPO;

 

 (d)           upon a Sale of the Company; or

 

 (e)           with respect to any Unitholder, if such Unitholder and its Affiliates no longer own any Units.

 

Except as otherwise provided herein or as may be agreed by the Parties, no termination of this Agreement shall release any Unitholder from any liability to any other Unitholder which at the time of such termination has already accrued, nor affect in any way the survival of any right, duty or obligation of any Unitholder which is expressly stated elsewhere in this Agreement to survive the termination hereof.

 

 

 

 

 

 

Section 14.1  Conditions of Dissolution.

 

The Company shall dissolve at such time or upon the occurrence of any of the following events:

 

(a)	the sale or other disposition of all or substantially all the property and assets of Company;

 

(b)	the determination of a majority in Interest of the Members at any time to dissolve the Company;

 

(c)	the determination of the Managing Member that it is in the best interests of the Members to dissolve the Company; or

 

(d)	the entry of a judgment of dissolution.

 

 

 

Section 15.1  Indemnification.

 

The Company shall indemnify the Members, including the Managers, to the full extent permissible under Nevada law.

 

 

Section 15.2  Limitation of Liability.

 

 

 

If the Managers approve an IPO with respect to the Company or otherwise approves the conversion of the Company from a limited liability company to a corporation or other limited liability entity (whether or not in connection with an IPO) each Member and Unitholder hereby consents to such public offering or conversion and shall vote for (to the extent it has any voting rights) and raise no objections against such public offering or conversion, and each Member and Unitholder shall take all reasonable actions in connection with the consummation of such public offering or conversion as determined by the Managers.

 

 

The Company shall, at the request of the Managers and the approval of the Members, effect a conversion to corporate or other limited liability form and, in connection therewith, the Members and the Unitholders shall, at the request and under the direction of the Managers, take all actions necessary or desirable to effect such conversion (including, without limitation, whether by conversion to a subchapter C corporation, merger or consolidation into any entity, recapitalization or otherwise), giving effect to the same economic and corporate governance provisions contained herein after taking into consideration the structure of the Company and its securities (a "Corporate Conversion").  In connection with a Corporate Conversion, the rights and preferences and vesting conditions, if any, with respect to Units shall be preserved insofar as possible.

 

 

 

 

The Parties will attempt, in good faith, to resolve or cure all disputes and claims (including any claimed breaches of this Agreement) (each a “Dispute”)) through the Unitholders before initiating any legal action or attempting to enforce any rights or remedies under this Agreement (including termination), at law or in equity (regardless of whether this Article is referenced in the provision of this Agreement which is the basis for any such dispute).  If any Unitholder believes that a Dispute under this Agreement has arisen, such Unitholder will give written notice thereof to the other Parties which notice will describe in reasonable detail the basis and specifics of the Dispute.  Within five (5) days after delivery of such notice, the Unitholders will meet to discuss and attempt to resolve or cure such Dispute.  If the Unitholders are unable to resolve the Dispute within fifteen (15) days after delivery of such notice, the matter will be referred to a “Senior Officer” of each Unitholder for resolution or cure.  If such Senior Officers are unable to agree on an appropriate cure or resolution within ten (10) days after the matter has been referred to them, the Parties may have recourse to litigation.

 

 

Pending final resolution of any Dispute, the Parties will continue to fulfill their respective obligations under this Agreement; provided that the applicable Unitholder may withhold any amount that is the subject of Dispute from any payment otherwise due under this Agreement during the pendency of any dispute resolution proceeding.  Upon resolution of the Dispute, the Unitholder owing such amount shall promptly pay to the relevant Unitholder any amount determined to be due, together with interest at the greater of the highest legally permitted rate or 10% per annum on the unpaid balance from the date the amount was originally owed until the date paid in full.

 

 

 

Any Party that fails to pay when due its proportionate share of Cash Calls due pursuant to this Agreement (a “Defaulting Party”) shall be in default under this Agreement (such amount, the “Amount in Default”).  The non-Defaulting Party (the “Non-Defaulting Party”) shall promptly give written notice of such default to the Defaulting Party (a “Default Notice”).  The Amount in Default not paid by the Defaulting Party shall bear interest from the date due until paid in full.  Interest will be calculated using the Agreed Interest Rate.

 

 

 

 

 (a)           During the period in which the Amount in Default remains outstanding and unpaid by the Defaulting Party (the “Default Period”), the Defaulting Party shall not have a right to any allocation of profits under Article 8, which allocations shall vest in and be the property of the Non-Defaulting Party until and to the extent that such Amount in Default that has been paid on behalf of the Defaulting Party by the Non-Defaulting Party pursuant to Section 18.2(a), and accrued interest thereon, shall be repaid to the Non-Defaulting Party.

 

(b)           Each Party grants to each of the other Party the right and option to acquire (the “Buy-Out Option”) all of its Units in the Company for a value (the “Appraised Value”) as determined in this Section 18.4(b) in the event that such Party becomes a Defaulting Party and fails to fully remedy all its defaults by the one hundred eightieth (180th) calendar day following the date of the Default Notice.  If a Defaulting Party fails to remedy its default by the one hundred eightieth (180th) calendar day following the date of the Default Notice, then, without prejudice to any other rights available to the Non-Defaulting Party to recover its portion of the Amount in Default, plus accrued interest thereon, the Non-Defaulting Party may, but shall not be obligated to, exercise such Buy-Out Option by notice to the Defaulting Party (the “Option Notice”). The Defaulting Party shall be obligated to transfer, pursuant to this Agreement, effective on the date of the Option Notice, all of its Units to the Non-Defaulting Party having exercised the Buy-Out Option (the “Acquiring Party”). The Acquiring Party shall specify in its Option Notice a value for the Defaulting Party’s Units.  Within five (5) Business Days of the Option Notice, the Defaulting Party shall (i) notify the Acquiring Party that it accepts the value specified by the Acquiring Party in its Option Notice (in which case this value is the “Appraised Value”); or (ii) seek to resolve the dispute pursuant to Section 17 of this Agreement for determination of the value of its Units (in which case the value determined shall be deemed the “Appraised Value”).  If the Defaulting Party fails to so notify the Acquiring Party, then the Defaulting Party shall be deemed to have accepted the Acquiring Party’s proposed value as the Appraised Value.  If the valuation of the Defaulting Party’s Units is referred to an independent expert, such expert shall determine the Appraised Value which shall be equal to the fair market value of the Defaulting Party’s Units, less the following: (i) the Amount in Default, plus accrued interest; and (ii) all costs, including the costs of the expert, to obtain such valuation.  The Appraised Value shall be paid to the Defaulting Party in four (4) installments, each equal to 25% of the Appraised Value as follows:

 

 

 

 

 

 

If to PEDCO:                                  Mr. Frank C. Ingriselli

4125 Blackhawk Plaza Circle

Suite 201A

Danville, CA 94506

USA

FAX:   ###-###-####

Email:   ***@***

 

If to MIE:                                       Mr. Forrest Dietrich

Suite 1501, Block C, Grand Palace,

5 Hui Zhong Road, Chaoyang District,

Beijing 100101 P.R. China

FAX:  86-10-51238223

Email:   ***@***

 

If to CONDOR:                             Mr. Frank C. Ingriselli

3315 Highway 50

Silver Springs, Nevada 89429

USA

FAX:  ###-###-####

Email:  ***@***

 

Any Unitholder may change the addresses provided above by notifying the other Parties in the manner provided above.  In the case of personal delivery, certified or registered first class mail, or nationally recognized overnight courier, such transmittal will be deemed to have been received by the recipient party on the date of such delivery.  In the case of delivery via facsimile or email, the transmittal shall be deemed to have been received on the day following the date of communication by facsimile or email.

 

Section 19.3  Governing Law and Process Agent.

 

(a)           This Agreement shall be governed by, and construed in accordance with, the Nevada Law without regard to conflicts of law principles.

 

(b)           With respect to any question, dispute, suit, action or proceedings arising out of or in connection with this Agreement (the “Proceedings”), each party irrevocably:

 

(i)            submits to the non-exclusive jurisdiction of the courts of the State of Nevada; and

 

(ii)           waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party.

 

 

 (c)           To the extent that, in the courts of any jurisdiction, any party may claim for itself or its revenues or assets (irrespective of their use or intended use) immunity on the grounds of sovereignty or other similar grounds from suit; jurisdiction of any court; relief by way of injunction, order for specific performance or for recovery of property; attachment (whether in aid of execution, before judgment or otherwise); execution or enforcement of any judgment or other legal process to which it or its revenues or assets might otherwise be entitled in any Proceedings (whether or not claimed), and to the extent that in any such jurisdiction there may be attributed to itself or its revenues or assets such immunity, that party irrevocably agrees not to claim such immunity and irrevocably waives such immunity to the full extent permitted by the laws of such jurisdiction.

 

Section 19.4  Entire Agreement and Modifications.

 

This Agreement constitutes the entire agreement among the Parties relating to the subject matter hereof, and all previous agreements, discussions, communications, and correspondence with respect to the subject matter, including the MOU, will be superseded by the execution of this Agreement.  This Agreement may not be modified or amended except in writing signed on behalf of each Unitholder by its duly authorized representative. Any such modification or amendment shall form part of this Agreement and shall be read co-terminus with this Agreement. The Parties agree and acknowledge that this Agreement creates legal rights and obligations between them even though it contemplates their entry into additional agreements.

 

 

Section 19.5  No Waiver of Rights.

 

 

 

Section 19.9  After- Acquired Units.

 

 

Unless otherwise provided, each Party shall bear its own costs and expenses in connection with the negotiation and preparation of this Agreement and the consummation of the transactions contemplated hereby.

 

 

Section 19.15  Illicit Payments.

 

 

 

Section 19.20  Consequential and Indirect Damages.

 

EXCEPT FOR DAMAGES ARISING FROM A BREACH OF SECTION 11 (CONFIDENTIALITY) AND OTHERWISE NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NO UNITHOLDER OR ITS AFFILIATES, NOR ITS OR THEIR MANAGERS, MEMBERS, OFFICERS, MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVES, WILL BE LIABLE TO ANY OTHER UNITHOLDERS, FOR CLAIMS OF PUNITIVE, SPECIAL, EXEMPLARY, TREBLE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF USE OR REVENUE, OR LOSSES BY REASON OF COST OF CAPITAL, CONNECTED WITH OR RESULTING FROM ANY PERFORMANCE OR LACK OF PERFORMANCE UNDER THIS AGREEMENT, REGARDLESS OF WHETHER A CLAIM IS BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, VIOLATION OF ANY APPLICABLE DECEPTIVE TRADE PRACTICES ACT OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLE.

 

Section 19.21  Counterparts.

 

This Agreement may be executed in any number of counterparts (including by facsimile) and by the Parties in separate counterparts (including by facsimile), each of which shall be deemed an original, but all of which such counterparts shall together constitute but one and the same agreement.

 

 

 

[SIGNATURE PAGE FOLLOWS]

 

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date set forth in the first paragraph hereof.

 

 

MEMBERS:   PACIFIC ENERGY DEVELOPMENT CORP.   /s/ Frank C. Ingriselli                                             ­ Frank C. Ingriselli President and Chief Executive Officer MIE JURASSIC ENERGY CORPORATION     By: /s/ Forrest Lee Dietrich                                   Name: Forrest Lee Dietrich                                    Title: Chairman

 

 

NAME	CONTRIBUTION	CLASS A INTERESTS	PERCENTAGE
Pacific Energy Development Corp.	Agreement to assign 31.25% Interest to the Company (See Section 9.1)	1,000,000	20.00%
MIE Jurassic Energy Corporation	Agreement to provide operational funding to the Company (see Section 9.3)	4,000,000	80.00%
Total		5,000,000	100.00%