SERIES
      A SENIOR CONVERTIBLE PREFERRED 

     

    STOCK
      PURCHASE AGREEMENT

     

    By
      and between

     

    NTR
      ACQUISITION CO.

     

    and

     

    OCCIDENTAL
      PETROLEUM INVESTMENT CO

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SERIES
      A SENIOR CONVERTIBLE PREFERRED STOCK

    PURCHASE
      AGREEMENT

    


    TABLE
      OF CONTENTS

     

    
      
        
          	
                  1.
                    PURCHASE AND SALE OF STOCK.

                	
                  1

                
	
                  1.1

                	 	
                  Sale
                    and Issuance of Series A Preferred Stock.

                	
                  1

                
	
                  1.2

                	 	
                  Closing.

                	
                  1

                
	
                  1.3

                	 	
                  Pre-Closing
                    Agreements.

                	
                  2

                
	
                  2.
                    REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

                	
                  3

                
	
                  2.1

                	 	
                  Organization;
                    Good Standing; Qualification.

                	
                  3

                
	
                  2.2

                	 	
                  Authorization.

                	
                  4

                
	
                  2.3

                	 	
                  Valid
                    Issuance of Preferred and Common Stock.

                	
                  4

                
	
                  2.4

                	 	
                  Governmental
                    Consents.

                	
                  4

                
	
                  2.5

                	 	
                  Capitalization
                    and Voting Rights.

                	
                  5

                
	
                  2.6

                	 	
                  Subsidiaries.

                	
                  6

                
	
                  2.7

                	 	
                  Contracts
                    and Other Commitments.

                	
                  6

                
	
                  2.8

                	 	
                  Related-Party
                    Transactions.

                	
                  6

                
	
                  2.9

                	 	
                  Registration
                    Rights.

                	
                  7

                
	
                  2.10

                	 	
                  Permits.

                	
                  7

                
	
                  2.11

                	 	
                  Compliance
                    With Other Instruments.

                	
                  7

                
	
                  2.12

                	 	
                  Litigation.

                	
                  8

                
	
                  2.13

                	 	
                  Disclosure.

                	
                  8

                
	
                  2.14

                	 	
                  Offering.

                	
                  8

                
	
                  2.15

                	 	
                  Title
                    to Property and Assets; Leases.

                	
                  8

                
	
                  2.16

                	 	
                  SEC
                    Reports.

                	
                  9

                
	
                  2.17

                	 	
                  Changes.

                	
                  9

                
	
                  2.18

                	 	
                  Tax
                    Returns, Payments, and Elections.

                	
                  10

                
	
                  2.19

                	 	
                  Insurance.

                	
                  11

                
	
                  2.20

                	 	
                  Minute
                    Books.

                	
                  11

                
	
                  2.21

                	 	
                  Investment
                    Company.

                	
                  11

                
	
                  2.22

                	 	
                  Listing
                    and Maintenance Requirements.

                	
                  11

                
	
                  2.23

                	 	
                  Representations
                    and Warranties Regarding Kern.

                	
                  12

                
	
                  3.
                    REPRESENTATIONS AND WARRANTIES OF OCCIDENTAL.

                	
                  12

                
	
                  3.1

                	 	
                  Organization;
                    Good Standing; Qualification.

                	
                  12

                
	
                  3.2

                	 	
                  Authorization.

                	
                  12

                
	
                  3.3

                	 	
                  Governmental
                    Consents.

                	
                  12

                
	
                  3.4

                	 	
                  Compliance
                    With Other Instruments.

                	
                  12

                
	
                  3.5

                	 	
                  Litigation.

                	
                  13

                
	
                  3.6

                	 	
                  Purchase
                    Entirely for Own Account.

                	
                  13

                
	
                  3.7

                	 	
                  Restricted
                    Securities.

                	
                  13

                
	
                  3.8

                	 	
                  Legends.

                	
                  13

                
	
                  3.9

                	 	
                  Financing.

                	
                  14

                
	
                  3.10

                	 	
                  Blank
                    Check Company.

                	
                  14

                


        

         

        
          
            
            

          

          
            i

            
              

            

          

          
            
            

          

        

         

        
          	
                  4.
                    CONDITIONS OF OCCIDENTAL’S OBLIGATIONS AT
                    CLOSING.

                	
                  14

                
	
                  4.1

                	 	
                  Representations
                    and Warranties.

                	
                  14

                
	
                  4.2

                	 	
                  Performance.

                	
                  14

                
	
                  4.3

                	 	
                  Compliance
                    Certificate.

                	
                  15

                
	
                  4.4

                	 	
                  Qualifications.

                	
                  15

                
	
                  4.5

                	 	
                  No
                    Action or Injunction.

                	
                  15

                
	
                  4.6

                	 	
                  Proceedings
                    and Documents.

                	
                  15

                
	
                  4.7

                	 	
                  Transaction
                    Closing.

                	
                  15

                
	
                  4.8

                	 	
                  Certificate
                    of Designations.

                	
                  15

                
	
                  4.9

                	 	
                  Secretary’s
                    Certificate.

                	
                  15

                
	
                  4.10

                	 	
                  Opinion
                    of Company Counsel.

                	
                  16

                
	
                  4.11

                	 	
                  Note,
                    Shareholders Agreement and Registration Rights Agreement.

                	
                  16

                
	
                  5.
                    CONDITIONS OF THE COMPANY’S OBLIGATIONS AT
                    CLOSING.

                	
                  16

                
	
                  5.1

                	 	
                  Representations
                    and Warranties.

                	
                  16

                
	
                  5.2

                	 	
                  Performance.

                	
                  16

                
	
                  5.3

                	 	
                  Qualifications.

                	
                  16

                
	
                  5.4

                	 	
                  No
                    Action or Injunction.

                	
                  16

                
	
                  5.5

                	 	
                  Transaction
                    Closing.

                	
                  17

                
	
                  5.6

                	 	
                  Shareholder
                    Approval.

                	
                  17

                
	
                  6.
                    TERMINATION.

                	
                  17

                
	
                  6.1

                	 	
                  Termination
                    of this Agreement.

                	
                  17

                
	
                  6.2

                	 	
                  Effect
                    of Termination.

                	
                  17

                
	
                  7.
                    MISCELLANEOUS.

                	
                  17

                
	
                  7.1

                	 	
                  Entire
                    Agreement.

                	
                  17

                
	
                  7.2

                	 	
                  Survival
                    of Warranties.

                	
                  18

                
	
                  7.3

                	 	
                  Successors
                    and Assigns.

                	
                  18

                
	
                  7.4

                	 	
                  Governing
                    Law.

                	
                  18

                
	
                  7.5

                	 	
                  Specific
                    Performance

                	
                  18

                
	
                  7.6

                	 	
                  No
                    Third-Party Beneficiaries.

                	
                  18

                
	
                  7.7

                	 	
                  Counterparts.

                	
                  19

                
	
                  7.8

                	 	
                  Titles
                    and Subtitles.

                	
                  19

                
	
                  7.9

                	 	
                  Notices.

                	
                  19

                
	
                  7.10

                	 	
                  Finder’s
                    Fees.

                	
                  19

                
	
                  7.11

                	 	
                  Expenses.

                	
                  19

                
	
                  7.12

                	 	
                  Attorneys’
                    Fees.

                	
                  19

                
	
                  7.13

                	 	
                  Amendments
                    and Waivers.

                	
                  20

                
	
                  7.14

                	 	
                  Severability.

                	
                  20

                
	
                  7.15

                	 	
                  Public
                    Announcements.

                	
                  20

                
	
                  7.16

                	 	
                  Trust
                    Account Waiver.

                	
                  20

                
	
                  7.17

                	 	
                  Schedule
                    of Exceptions.

                	
                  20

                


        

      

    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    


    SERIES
      A SENIOR CONVERTIBLE PREFERRED STOCK

    PURCHASE
      AGREEMENT

    


    THIS
      SERIES A SENIOR CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this
“Agreement”)
      is
      made as of the 2nd
      day of
      November, 2007, by and between NTR Acquisition Co., a Delaware corporation
      (the
“Company”),
      and
      Occidental Petroleum Investment Co., a California Corporation (“Occidental”).

     

    THE
      PARTIES HEREBY AGREE AS FOLLOWS:

     

    1.
      PURCHASE AND SALE OF STOCK.


     

    1.1
      Sale and Issuance of Series A Preferred Stock.

    


    (a) The
      Company shall adopt and file with the Secretary of State of the State of
      Delaware on or before the Closing (as defined below) a Certificate of
      Designations of Preferred Stock in
      the
      form attached hereto as Exhibit
      A
      (the“Certificate
      of Designations”).

    


    (b) Subject
      to the terms and conditions of this Agreement, Occidental agrees to purchase
      at
      the Closing and the Company agrees to sell and issue to Occidental, at the
      Closing, shares of the Company’s Series A Senior Convertible Preferred Stock,
      par value $0.0001 per share (the “Series
      A Preferred Stock”),
      at a
      purchase price of $1000 per share (the “Liquidation
      Preference Amount”).
      The
      number of shares of Series A Preferred Stock the Company will sell and
      Occidental will purchase at the Closing will equal the quotient of (A) the
      sum
      of (1) $35,000,000 and (2) the principal amount of the Note (as defined below)
      and (3) the Accrued Interest Amount and (B) the Liquidation Preference Amount,
      rounded up to the nearest whole share. 

    


    The
      “Note”
means
      that certain Promissory Note of even date herewith, in the aggregate principal
      amount of up to $3,000,000, between the Company and Occidental, together with
      any Additional Notes (as defined such Promissory Note) that may be delivered
      or
      deemed delivered by the Company thereunder. The “Accrued
      Interest Amount”
is
      the
      amount of interest accrued (and not capitalized) on the Note through the Closing
      date. The Series A Preferred Stock will have the rights, preferences, privileges
      and restrictions set forth in the Certificate of Designations.

     

    1.2
      Closing.

    


    (a)
      Subject to the satisfaction or waiver of each party’s the conditions in
Section 4,
      the
      purchase and sale of the Series A Preferred Stock shall take place at the
      offices of Cleary Gottlieb Steen & Hamilton LLP simultaneously with the
      Closing of the acquisition
      (the “Transaction”),
      directly or indirectly, of all outstanding shares of each class of common stock
      of Kern Oil & Refining Co., a California corporation (“Kern”)
      from
      Casey Co., a California corporation (“Casey”)
      pursuant to that certain Stock Purchase Agreement in substantially the form
      attached as Exhibit
      B
      (“Kern
      Acquisition Agreement”)
      or any
      replacement acquisition by the Company through a merger, capital stock exchange,
      asset acquisition, stock purchase, reorganization or other similar business
      combination of one or more businesses or assets in the energy business
      acceptable to Occidental (“Replacement
      Transaction”),
      or at
      such other time and place as the Company
      and Occidental shall mutually agree, either orally
      or in
      writing (which time and place are designated as the “Closing”).

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    (b)
      At
      the Closing, the Company shall deliver to Occidental a certificate representing
      the shares of Series A Preferred
      Stock and Occidental shall (i) pay an amount equal to $35,000,000 by wire
      transfer of immediately available funds as directed in a written notice by
      the
      Company not less than two (2) Business Days in advance of the Closing and (ii)
      cancel the Note. In the event that payment by Occidental is made, in whole
      or in
      part, by cancellation of the Note, then Occidental will surrender the Note
      to
      the Company for cancellation at the Closing or
      shall
      execute an instrument of cancellation in form
      and
      substance reasonably acceptable to the Company. In the event that a Replacement
      Transaction is structured such that the Company is not the surviving corporation
      or survives as a subsidiary of another entity, then Occidental will have the
      right, prior to Closing, to elect to receive at Closing, in lieu of the shares
      of Series A Preferred Stock and upon payment of the amount set forth above,
      the
      consideration that would be receivable by a holder of that number of shares
      of
      Common Stock as would be issuable upon conversion of the shares of the Series
      A
      Preferred Stock that otherwise would have been issued to Occidental at Closing
      (the “Alternate
      Consideration”).
      

     

    1.3
      Pre-Closing Agreements.

     

    (a) Cash
      Shortfall Funding.
      Occidental agrees to advance up to $3,000,000 to the Company pursuant to the
      Note prior to the Closing (the “Cash
      Shortfall Amount”);
      provided
      that all
      of such Cash Shortfall Amount is used for (i) the Company’s reasonable and
      customary expenses associated with negotiating and consummating this Agreement,
      the transactions contemplated hereby and by the Transaction and, if applicable,
      the Replacement Transaction (including, without limitation, the reasonable
      fees
      and expenses of consultants hired to conduct diligence and reasonable legal
      fees), (ii) the deposit required to be paid by the Company under the terms
      of
      the Kern Acquisition Agreement or, if applicable, the terms of the Replacement
      Transaction and (iii) reasonable operating and other expenses of the Company
      for
      the period during which the Company seeks to consummate the Transaction or,
      if
      applicable, the Replacement Transaction. Occidental will advance portions of
      the
      Cash Shortfall Amount upon (A) the written request of the Company made from
      time
      to time and (B) submission of reasonably detailed invoices related to any amount
      requested. The Company agrees to repay all such amounts advanced in accordance
      with the terms of the Note. The Company will accept cancellation of the Note
      as
      payment for the shares of Series A Preferred Stock under Section
      1.2.
      


     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (b) Option
      to Purchase.
      If the
      Transaction does not close, in consideration for making advances under the
      Note,
      Occidental will have the option, exercisable for ninety (90) days after the
      closing of a Replacement Transaction by the Company, to purchase up to three
      percent (3%) of the outstanding capital stock of the surviving entity in such
      transaction (in addition to the right to purchase Series A Preferred Stock
      or
      the Alternate Consideration) at a price per share equivalent to the
      lower
      of (i) the quotient of (A) the closing price per share of the Common Stock
      on
      the day preceding the closing date of such transaction and (B) the number of
      shares of capital stock of the surviving entity into which each share of Common
      Stock was converted in such transaction (which number shall be deemed to be
      one
      if the Common Stock was not converted in such transaction) (the “Conversion
      Ratio”)
      and
      (ii) the quotient of (A) the average of the closing price for each of the thirty
      (30) trading days immediately preceding the date on which the Company announces
      such transaction and (B) the Conversion Ratio, payable, in part, through
      cancellation of the Note. The
      “closing price” for each day shall be the last reported sales price or, in case
      no such reported sales take place on such day, the average of the closing bid
      and asked prices for such day, in each case as reported by the American Stock
      Exchange, or if such last sale price is not so reported by the American Stock
      Exchange, or if no such sale takes place on such day, the mean between the
      closing bid and asked prices for the Common Stock as reported by the American
      Stock Exchange. If the shares of Common Stock are not reported by the American
      Stock Exchange, the “closing
      price”
for
      each day shall be the last reported sales price or, in case no such reported
      sales take place on such day, the average of the closing bid and asked prices
      for such day, in each case as reported by the national exchange on which the
      Common Stock is traded. For the purpose hereof, trading day shall mean a day
      on
      which the specified securities exchange shall be open for business or, if the
      shares of Common Stock shall not be listed on such exchange for such period,
      a
      day with respect to which quotations of the character referred to in the next
      preceding sentence shall be reported.

     

    2.
      REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

    


    The
      Company hereby represents and warrants to Occidental that as of the
      date of
      this Agreement and as of the Closing, except as set forth on a Schedule of
      Exceptions furnished to Occidental and its counsel, specifically identifying
      the
      relevant subparagraph(s) hereof, which exceptions are incorporated by reference
      into this Agreement:

     

    2.1
      Organization; Good Standing; Qualification.

     

    The
      Company is a corporation duly organized, validly existing, and in
      good
      standing
      under the laws of the State of Delaware, has all requisite corporate power
      and
      authority to own and operate its properties and assets and to carry on its
      business
      as now conducted and as presently proposed to be conducted, to
      execute
      and
      deliver this Agreement, the Shareholders Agreement to be entered into at Closing
      between the Company and Occidental (“Shareholders
      Agreement”),
      the
      Registration Rights Agreement to be entered into at Closing between the Company
      and Occidental (“Registration
      Rights Agreement”),
      the
      Note and any other agreement to which the Company is a party the execution
      and
      delivery of which is contemplated hereby (the “Ancillary
      Agreements”),
      to
      file the Certificate of Designations with the Secretary of State of the State
      of
      Delaware, to issue and sell the Series A Preferred Stock and the Common Stock
      issuable upon conversion thereof, and to carry out the provisions of this
      Agreement, the Shareholders Agreement, the Registration Rights Agreement, the
      Note, the Certificate of Designations and any Ancillary Agreement. The Company
      is duly qualified and is authorized to transact business and is in good standing
      as a foreign
      corporation in each jurisdiction in which the failure to so qualify would
      have
      a
      material adverse effect on its business, properties, prospects, or financial
      condition.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    2.2
      Authorization.

     

    All
      corporate action on the part of the Company, its officers, directors and
      stockholders necessary for the authorization, execution and delivery of this
      Agreement, the Shareholders Agreement, the Registration Rights Agreement, the
      Note and any Ancillary Agreement, the filing of the Certificate of Designations
      with the Secretary of State of the State of Delaware, the performance of all
      obligations of the Company hereunder and thereunder at the Closing, the
      borrowing under the Note and the authorization, issuance (or reservation for
      issuance), sale, and delivery of the Series A Preferred Stock being sold
      hereunder and the Common Stock issuable upon conversion thereof has been taken
      or will be taken prior to the Closing, and this Agreement, the Shareholders
      Agreement, the Registration Rights Agreement, the Note and any Ancillary
      Agreement, when executed and delivered, and the Certificate of Designations
      when
      filed with the Secretary of State of the State of Delaware, will constitute
      valid and legally binding obligations of the Company, enforceable in accordance
      with their respective terms except (i) as limited by applicable bankruptcy,
      insolvency, reorganization, moratorium, and other laws
      of
      general application affecting enforcement of creditors’ rights generally, (ii)
      as limited by laws relating to the availability of specific performance,
      injunctive relief, or other equitable remedies, and (iii) to the extent that
      the
      indemnification provisions contained in the Registration Rights Agreement may
      be
      limited by applicable laws. The sale of the Series
      A
      Preferred Stock is not and the subsequent conversion of the Series A
      Preferred
      Stock into Common Stock will not be subject to any preemptive rights or rights
      of first refusal.

     

    2.3
      Valid Issuance of Preferred and Common Stock.

     

    The
      Series A Preferred Stock that is being purchased by Occidental under
      this Agreement, when issued, sold, and delivered in accordance with the terms
      of
      this Agreement for the consideration expressed in this Agreement, will be duly
      and validly issued, fully paid, and nonassessable, and will be free of
      restrictions on transfer other
      than restrictions on transfer under the Shareholders
      Agreement and under applicable state and federal securities laws. The Common
      Stock issuable upon conversion of the Series A Preferred Stock being purchased
      under this Agreement has been duly and validly reserved for issuance and, upon
      issuance
      in accordance with the terms of the Certificate of Designations, will be duly
      and
      validly
      issued, fully paid, and nonassessable and will be free of restrictions on
      transfer other than restrictions on transfer under the Shareholders Agreement
      and under applicable state and federal securities laws.

     

    2.4
      Governmental Consents.

     

    No
      consent, approval, qualification, order or authorization of, or filing
with,
      any
      local, state, or federal governmental authority is required on the part
      of the
      Company in connection with the Company’s valid execution, delivery, or
      performance
      of this Agreement, the offer, sale or issuance of the Series A Preferred
Stock
      by
      the Company or the issuance of Common Stock upon conversion of the Series
      A Preferred
      Stock, except (i) the filing of the Certificate of Designations with
      the
      Secretary of State of the State of Delaware, and (ii) such filings as will
      have
      or have been made
      prior to the Closing.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    The
      Company has not offered shares of its Series A Preferred Stock or any
      substantially similar securities of the Company for sale to, or solicited any
      offers to buy from, or otherwise approached or negotiated in respect thereof
      with, any person other than Occidental, and the Company will not take any action
      that will cause the issuance and delivery of the shares of its Series A
      Preferred Stock as contemplated hereby to constitute a violation of the
      Securities Act.

     

    2.5
      Capitalization and Voting Rights.

     

    The
      authorized capital of the Company will consist immediately prior to the Closing
      of (a) 1,000,000 shares
      of
      preferred stock, par value $0.0001, of which 40,000 shares will, as of the
      Closing, have been designated Series
      A
      Preferred Stock, all of which may be sold pursuant to this Agreement and shall
      have the
      rights, privileges and preferences set forth in the Certificate of Designations,
      and
      (b)
200,000,000
      shares of Common Stock.
      On the
      date hereof, 30,557,205 shares of Common Stock are outstanding.

    


    The
      outstanding shares of Common Stock have been duly authorized and validly issued,
      are fully paid and nonassessable, and were issued in accordance with the
      registration or qualification provisions of the Securities Act and any relevant
      state securities laws or pursuant to valid exemptions therefrom.

    


    Except
      for (i) the conversion privileges of the holders of Series A Preferred Stock,
      (ii) the rights provided in Section
      2.3
      and
2.4
      of the
      Shareholders Agreement, (iii) the rights provided in Section
      1.3,
      (iv)
      30,427,205 warrants to purchase Common Stock pursuant to that certain Amended
      and Restated Warrant Agreement, dated as of January 28, 2007 between the Company
      and American Stock Transfer & Trust Company, as warrant agent (the
“Warrants”),
      and
      (v) options or other rights to purchase up to 1,500,000 shares of Common Stock
      pursuant to stock option or stock purchase plans or agreements that may be
      approved by the Company’s Board of Directors prior to Closing, there are no
      outstanding options, warrants, rights (including conversion or preemptive rights
      and rights of first refusal), proxy or stockholder agreements or agreements
      of
      any kind for the purchase or acquisition from the Company or any of its
      Subsidiaries or any of their respective securities. No
      stock
      plan, stock purchase, stock option or other agreement
      or
      understanding between the Company and any holder of any equity securities of
      the
      Company or rights to purchase equity securities of the Company provides
      for acceleration or other changes in the vesting provisions or other
      terms
      of such
      securities, as the result of any merger, sale of stock or assets, change in
      control or other similar transaction by the Company. Neither the Company nor
      any
      of its Subsidiaries is a party or subject to any agreement or understanding,
      and, to the best of the Company’s
      knowledge, there is no agreement or understanding between any persons
      that
      affects
      or relates to the voting or giving of written consents with respect to any
      security of the Company or any of its Subsidiaries or the voting by a director
      of the Company.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    2.6
      Subsidiaries.

     

    The
      Company does not own or control, directly or indirectly, any interest in any
      other corporation, partnership, limited liability company, association, or
      other
      business entity (“Subsidiaries”),
      except that, prior to the Closing it may form a new wholly-owned Subsidiary
      which, at the closing of the Transaction, would acquire all of the capital
      stock
      of Kern, free and clear of any liens or encumbrances. Such newly-formed
      Subsidiary shall have no liabilities or assets other than, at the Closing,
      the
      capital stock of Kern and any liabilities or assets arising from assignment
      to
      such Subsidiary of the Kern Acquisition Agreement. The Company is not a
      participant in any joint venture, partnership, or similar arrangement.


     

    2.7
      Contracts and Other Commitments.

     

    The
      Company does not have and is not bound by any contract, agreement, lease,
      commitment, or proposed transaction, written or oral, absolute or contingent,
      other than (i) the Kern
      Acquisition Agreement,
      (ii)
      contracts for the purchase of supplies
      and services that were entered into in the ordinary course of business
      and
      that do
      not require commitments by the Company to pay more than $100,000, and do not
      extend for more than one (1) year beyond the date of this Agreement, (iii)
      sales
      contracts entered into in the ordinary course of business, and (iv) contracts
      terminable at will by the Company on no more than thirty (30) days’ notice
      without cost or liability to the Company and that do not involve any employment
      or consulting arrangement and are not material to the conduct of the Company’s
      business. For the purpose of this paragraph, employment and consulting contracts
      and contracts with labor unions, and license agreements and any other agreements
      relating to the Company’s acquisition or disposition of patent, copyright, trade
      secret or other proprietary rights or technology (other than standard
      intellectual property assignment and confidentiality agreements with employees
      and consultants and standard end-user license agreements) shall not be
      considered to be contracts entered into in the ordinary course of
      business.

     

    2.8
      Related-Party Transactions.

     

    (a)
      No
      employee, officer, stockholder or director of the Company or member of his
      or
      her immediate family is indebted to the Company, nor is the Company indebted
      (or
      committed to make loans or extend or guarantee credit) to any of them, other
      than (i) for payment of salary for services rendered, (ii) reimbursement for
      reasonable expenses incurred on behalf of the Company, and (iii) for other
      standard employee benefits made generally available to all employees, (b)
to
      the
      best of the Company’s
      knowledge, none of such persons has any direct or indirect ownership interest
      in
      any firm or corporation with which the Company is affiliated or with which
      the
      Company has a business relationship, or any firm or corporation that competes
      with the Company, except that employees, stockholders, officers, or directors
      of
      the Company and members of their immediate families may own stock in publicly
      traded companies that may compete with the Company, and (c) to the best of
      the
      Company’s knowledge, no officer, director, or stockholder or any member of their
      immediate families is, directly or indirectly, interested in any material
      contract with the Company (other than such contracts as relate to any such
      person’s ownership of capital stock or other securities of the
      Company).

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    2.9
      Registration Rights.

     

    Except
      as
      provided in the Registration Rights Agreement and that certain Registration
      Rights Agreement dated as of January 30, 2007 between the Company, NTR Partners
      LLC and the other persons named therein (“Existing
      Registration Rights Agreement”),
      the
      Company is presently not under any obligation and has not granted any rights
      to
      register under the Securities Act any of its presently outstanding securities
      or
      any of its securities that may subsequently be issued.

     

    2.10
      Permits.

     

    The
      Company has all
      franchises,
      permits, licenses, and any similar authority necessary for the conduct of its
      business as now being conducted by it, the lack of which could materially and
      adversely affect the business, properties, prospects, or financial condition
      of
      the Company, and believes it can obtain, without undue burden or expense, any
      similar authority for the conduct of its business as presently planned to be
      conducted if failure to obtain them might result, either individually or in
      the
      aggregate, in any material adverse change in the assets, business, operations,
      properties, prospects, or condition (financial or otherwise) of the Company
      (as
      such business is presently conducted and as it is presently proposed to be
      conducted) (“Material
      Adverse Change”).
      The
      Company is not in default in any material respect under any of such franchises,
      permits, licenses or other sim-ilar authority.

     

    2.11
      Compliance With Other Instruments.

     

    The
      Company is not in violation or default in any material respect of any provision
      of its Second Amended and Restated Certificate of Incorporation (the
“Certificate
      of Incorporation”)
      or
      Bylaws or in any material respect of any provision of any mortgage, indenture,
      agreement, (including the Existing Registration Rights Agreement) instrument,
      or
      contract to which it is a party or by which it is bound or, to the best of
      its
      knowledge, of any federal or state judgment, order, writ, decree, statute,
      rule,
      regulation or restriction applicable to the Company. The execution, delivery,
      and performance by the Company of this Agreement, the Shareholders Agreement,
      the Registration Rights Agreement, the borrowing under the Note and any
      Ancillary Agreement, and the consummation of the transactions contemplated
      hereby and thereby, will not (i) result in any such material violation or be
      in
      material conflict with or constitute, with or without the passage of time or
      giving of notice, either a material default under any such provision or an
      event
      that results in the creation of any material lien, charge, or encumbrance upon
      any assets of the Company or any of its Subsidiaries or the suspension,
      revocation, impairment, forfeiture, or nonrenewal of any material permit,
      license, authorization, or approval applicable to the Company or any of its
      Subsidiaries, its or their respective business or operations, or any of its
      or
      their respective assets or properties or (ii) conflict with any binding
      resolution or action of the Company’s Board of Directors or
      stockholders.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    2.12
      Litigation.

     

    There
      is
      no action, suit, proceeding, or investigation pending or, to the Company’s
      knowledge, currently threatened against the Company that questions the validity
      of this Agreement, the Shareholders Agreement, the Registration Rights
      Agreement, the Note or any Ancillary Agreement or the Kern Purchase Agreement
      or
      the right of the Company to enter into such agreements, or to consummate the
      transactions contemplated hereby or thereby, or that might result, either
      individually or in the aggregate, in a Material Adverse Change, or in any
      material change in the current equity ownership of the Company. The foregoing
      includes, without limitation, any action, suit, proceeding, or investigation
      pending or currently threatened involving the prior employment of any of the
      Company’s employees, their use in connection with the Company’s business of any
      information or techniques allegedly proprietary to any of their former
      employers, their obligations under any agreements with prior employers, or
      negotiations by the Company with potential backers of, or investors in, the
      Company or its proposed business. The Company is not a party to or, to the
      best
      of its knowledge, named in or subject to any order, writ, injunction, judgment,
      or decree of any court, government agency, or instrumentality. There is no
      action, suit, proceeding or investigation by the Company currently pending
      or
      that the Company currently intends to initiate.

     

    2.13
      Disclosure.

     

    The
      Company has provided Occidental with all the information reasonably available
      to
      it without undue expense that Occidental has requested for deciding whether
      to
      purchase the Series A Preferred Stock and all information that the Company
      believes is reasonably necessary to enable Occidental to make such decision.
      To
      the best of the Company’s knowledge after reasonable investigation, neither this
      Agreement nor any other agreements, written statements or certificates made
      or
      delivered in connection herewith contains any untrue statement of a material
      fact or omits to state a material fact necessary to make the statements herein
      or therein not misleading.

     

    2.14
      Offering.

     

    Subject
      in part to the truth and accuracy of Occidental’s representations set
      forth
      in this Agreement, the offer, sale and issuance of the Series A
      Preferred
      Stock as
      contemplated by this Agreement are exempt from the registration requirements
      of
      the Securities Act, and neither the Company nor any authorized agent
      acting on its behalf will take any action hereafter that would cause the
      loss
      of such
      exemption.

     

    2.15
      Title to Property and Assets; Leases.

     

    The
      Company has good and marketable title to its property and assets free and clear
      of all mortgages,
      liens, claims, and encumbrances, other than mortgages, liens, claims, and
      encumbrances that would not result, individually or in the aggregate, in a
      Material Adverse Change. With respect to the property and assets it
      leases,
      the Company is in material compliance with such leases and, to the best of
      its
      knowledge, holds a valid leasehold interest free of any liens, claims, or
      encumbrances,
      other
      than liens, claims, and encumbrances would not result, individually or in the
      aggregate, in a Material Adverse Change.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    2.16
      SEC Reports.

     

    The
      Company has complied in all material respects with requirements to file all
      reports, schedules, forms, statements and other documents required to be filed
      by the Company under the Securities Exchange Act of 1934, as amended, and all
      rules promulgated thereunder (the “Exchange
      Act”),
      including pursuant to Section 13(a) or 15(d) thereof, for the year preceding
      the
      date hereof (or such shorter period as the Company was required by law or
      regulation to file such material) (the foregoing materials, including the
      exhibits thereto and documents incorporated by reference therein, being
      collectively referred to herein as the “SEC
      Reports”)
      on a
      timely basis. As of their respective dates, the SEC Reports complied in all
      material respects with the requirements of the Securities Act and the Exchange
      Act, as applicable, and the rules and regulations of the Commission promulgated
      thereunder, and none of the SEC Reports, when filed, contained any untrue
      statement of a material fact or omitted to state a material fact required to
      be
      stated therein or necessary in order to make the statements therein, in the
      light of the circumstances under which they were made, not misleading. The
      financial statements of the Company included in the SEC Reports (the
“Financial
      Statements”)
      comply
      in all material respects with applicable accounting requirements and the rules
      and regulations of the Securities and Exchange Commission (“Commission”),
      with
      respect thereto as in effect at the time of filing. Such financial statements
      have been prepared in accordance with United States generally accepted
      accounting principles applied on a consistent basis during the periods involved
      (“GAAP”),
      except as may be otherwise specified in such financial statements or the notes
      thereto and except that unaudited financial statements may not contain all
      footnotes required by GAAP, and fairly present in all material respects the
      financial position of the Company as of and for the dates thereof and the
      results of operations and cash flows for the periods then ended, subject, in
      the
      case of unaudited statements, to normal year-end audit adjustments.

     

    2.17
      Changes.

     

    As
      of the
      Closing date, since June 30, 2007,
      the only
      change in the assets, liabilities, financial condition, or operating results
      of
      the Company from that reflected in the SEC Reports as of June 30, 2007, have
      arisen only in the ordinary course of the Company’s business conducted in
      connection with its efforts to consummate the transactions contemplated by
      this
      Agreement, the Transaction and, if applicable, any Replacement Transaction
      and
      would not reasonably be expected to result in a Material Adverse Change except
      to the extent such Material Adverse Change was the result of changes affecting
      the business of all refiners generally and not within the control of the
      Company. Except as may be consented in writing by Occidental (such consent
      not
      to be unreasonably withheld or delayed), there has not been:

    


    (a) any
      waiver or compromise by the Company of a material right or of a material debt
      owed to it;

    


    (b) any
      satisfaction or discharge of any material lien, claim, or encumbrance or
      payment
      of
      any obligation by the Company;

    


    (c) any
      material change to a material contract or arrangement by which the Company
      or
      any of its assets is bound or subject;

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (d) any
      material change in any compensation arrangement or agreement with any employee,
      officer, director or stockholder;

    


    (e) any
      resignation or termination of employment of any key officer of the Company;
      and
      the Company, to the best of its knowledge, does not know of the impending
      resignation or termination of employment of any such officer;

    


    (f) any
      mortgage, pledge, transfer of a security interest in, or lien, created by the
      Company, with respect to any of its material properties or assets, except liens
      for taxes not yet due or payable or contested by the Company in good faith
      and
      liens created pursuant to the senior secured revolving credit facility and
      term
      loan facility contemplated by the proposal letter, dated October 5, 2007,
      between Company and the proposed lender named therein;

    


    (g) any
      loans
      or guarantees made by the Company to or for the benefit of its employees,
      stockholders, officers, or directors, or any members of their immediate
      families, other than travel advances and other advances made in the ordinary
      course of its business;

    


    (h)
      except as may be required pursuant to the exercise of any conversion rights
      pursuant to Article SIXTH of the Company’s Certificate of Incorporation, any
      declaration, setting aside, or payment of any dividend or other distribution
      of
      the Company’s assets in respect of any of the Company’s capital stock, or any
      direct or indirect redemption, purchase, or other acquisition of any of such
      stock by the Company;

    


    (i) to
      the
      best of the Company’s knowledge, any other event or condition of any character
      that would reasonably be expected to result in a Material Adverse Change;
      or

    


    (j) any
      agreement or commitment by the Company to do any of the things described in
      this
Section
      2.17.

     

    2.18
      Tax Returns, Payments, and Elections.

     

    The
      Company has timely filed all tax returns and reports (federal, state and local)
      as required by law. These returns and reports are true and correct in all
      material
      respects. The Company has paid all taxes and other assessments due,
      except
      those
      contested by it in good faith. The provision for taxes of the Company as shown
      in the Financial Statements is, adequate for taxes due or accrued as of the
      date
      thereof. The Company has not elected pursuant to the Internal Revenue
      Code
      of 1986,
      as amended (“Code”), to be treated as an S corporation or a collapsible
      corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor
      has
      it made any other elections pursuant to the Code (other than elections that
      relate solely to methods of accounting, depreciation, or amortization) that
      would have a material effect on the business, properties, prospects, or
      financial condition of the Company. The Company has never had any tax deficiency
      proposed or assessed against it and has not executed any waiver of any statute
      of limitations on the assessment or collection of any tax or governmental
      charge. None of the Company’s federal income tax returns and none of its state
      income or franchise tax or sales or use tax returns has ever been audited by
      governmental authorities. Since the date of the Financial Statements, the
      Company has made adequate pro-visions on its books of account for all taxes,
      assessments, and governmental charges with respect to its business, properties,
      and operations for such period. The Company has withheld or collected from
      each
      payment made to each of its employees, the amount of all taxes, including,
      but
      not limited to, federal income taxes, Federal Insurance Contribution Act taxes
      and Federal Unemployment Tax Act taxes required to be withheld or collected
      therefrom, and has paid the same to the proper tax receiving officers or
      authorized depositaries.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    2.19
      Insurance.

     

    The
      Company has in full force and effect directors’ and officers’ indemnity
      insurance policies. With respect to Kern, the Company has, as of the Closing
      date, insurance in place in type and coverage in all material respects no less
      comprehensive than the insurance Kern had in place prior to the closing of
      the
      Kern Acquisition Agreement.

     

    2.20
      Minute Books.

     

    The
      copy
      of the minute books of the Company provided to Occidental’s counsel contains
      minutes of all meetings of directors and stockholders and all actions by written
      consent without a meeting by the directors and stockholders since the date
      of
      incorporation and accurately reflects all actions by the directors (and any
      committee of directors) and stockholders with respect to all transactions
      referred to in such minutes in all material respects.

     

    2.21
      Investment Company. 

     

    The
      Company is not, and is not an affiliate of, and immediately following the
      Closing will not have become and “investment company” within the meaning of the
      Investment Company Act of 1940, as amended.

     

    2.22 Listing
      and Maintenance Requirements. 

     

    The
      Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange
      Act, and the Company has taken no action designed to, or which to its knowledge
      is likely to have the effect of, terminating the registration of the Common
      Stock under the Exchange Act nor has the Company received any notification
      that
      the Commission is contemplating terminating such registration. The Company
      has
      not, in the twelve (12) months preceding the date of this Agreement, received
      notice from any trading market on which the Common Stock is or has been listed
      or quoted to the effect that the Company is not in compliance with the listing
      or maintenance requirements of such market. The Company is, and has no reason
      to
      believe that it will not in the foreseeable future continue to be, in compliance
      with all such listing and maintenance requirements.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    2.23 Representations
      and Warranties Regarding Kern.

     

    To
      the
      best of the Company’s knowledge after appropriate due diligence and
      investigation, each of the representations and warranties made with respect
      to
      Kern in Sections
      3.1(g) - (z) of
      the
      Kern Acquisition Agreement (i) if specifically qualified by materiality, is
      true
      and complete as so qualified and (ii) if not qualified by materiality, is
      true and correct in all material respects, in each case as of the date of the
      Kern Acquisition Agreement and the Closing date, except where any such
      representation or warranty is specific as of a specific earlier date, in which
      event it shall remain true and correct (as qualified) as of such earlier
      date.

    


     

    3.
      REPRESENTATIONS AND WARRANTIES OF OCCIDENTAL.

     

    Occidental
      hereby represents and warrants to the Company that: 

     

    3.1
      Organization; Good Standing; Qualification.

     

    Occidental
      is a corporation duly organized, validly existing, and in good
      standing
      under the laws of the State of California, has all requisite corporate power
      and
      authority to own and operate its properties and assets and to carry on its
      business
      as now conducted and as presently proposed to be conducted, to
      execute
      and
      deliver this Agreement, the Shareholders Agreement, the Registration Rights
      Agreement, and any Ancillary Agreement to which Occidental is a party, and
      to
      carry out the provisions of this Agreement, the Shareholders Agreement, the
      Registration Rights Agreement, and any such Ancillary Agreement.

     

    3.2
      Authorization.

     

    All
      corporate action on the part of Occidental, its officers, directors and
      stockholders necessary for the authorization, execution and delivery of this
      Agreement, the Shareholders Agreement, the Registration Rights Agreement and
      any
      Ancillary Agreement to which it is a party and the performance of all
      obligations of Occidental hereunder and thereunder at the Closing, has been
      taken or will be taken prior to the Closing. Occidental has full power and
      authority to enter into this Agreement, the Shareholders Agreement, the
      Registration Rights Agreement and any Ancillary Agreement to which Occidental
      is
      a party. This
      Agreement, the
      Shareholders Agreement, the Registration Rights Agreement and any Ancillary
      Agreement to which Occidental is a party, when executed and delivered,
will
      constitute a valid and
      legally
      binding obligation of Occidental.

     

    3.3
      Governmental Consents.

     

    No
      consent, approval, qualification, order or authorization of, or filing
with,
      any
      local, state, or federal governmental authority is required on the part
      of
      Occidental in
      connection with Occidental’s valid execution, delivery, or performance
      of this Agreement, except
      such
      filings as will have or have been made
      prior to the Closing.

     

    3.4
      Compliance With Other Instruments.

     

    The
      execution, delivery, and performance by Occidental of this Agreement, the
      Shareholders Agreement, the Registration Rights Agreement and any Ancillary
      Agreement to which it is a party, and the consummation of the transactions
      contemplated hereby and thereby, will not result in any violation of
      Occidental’s certificate of incorporation or bylaws or be in material conflict
      with or constitute, with or without the passage of time or giving of notice,
      either a material default under any such document.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    3.5
      Litigation.

     

    There
      is
      no action, suit, proceeding, or investigation pending or, to Occidental’s
      knowledge, currently threatened against Occidental that questions the validity
      of this Agreement, the Shareholders Agreement, the Registration Rights
      Agreement, or any Ancillary Agreement to which it is a party or the right of
      Occidental to enter into such agreements, or to consummate the transactions
      contemplated hereby or thereby.

     

    3.6
      Purchase Entirely for Own Account.

     

    This
      Agreement is made in reliance upon Occidental’s representation to the Company,
      which by Occidental execution of this Agreement Occidental’s hereby confirms,
      that the Series A Preferred Stock to be purchased by Occidental and the Common
      Stock issuable upon conversion thereof (collectively, the “Securities”)
      will
      be acquired for investment for Occidental’s own account, not as a nominee or
      agent, and not with a view to the
      resale or distribution of any part thereof, and that Occidental has no
      present
      intention of selling, granting any participation in, or otherwise distributing
      the same. By executing this Agreement, Occidental further represents that
      Occidental does not have any contract, undertaking, agreement or arrangement
      with any person to sell, transfer or grant participations to such person or
      to
      any third person, with respect to any of the Securities.

     

    3.7
      Restricted Securities.

     

    Occidental
      understands that the Series A Preferred Stock (and any Common
      Stock
      issued on conversion thereof) may not be sold, transferred, or otherwise
      disposed of without registration under the Securities Act or an exemption
therefrom,
      and that in the absence of an effective registration statement
      covering
      the
      Stock (or the Common Stock issued on conversion thereof) or an available
      exemption from registration under the Securities Act, the Series A Preferred
      Stock (and any Common Stock issued on conversion thereof) must be held
      indefinitely. 

     

    3.8
      Legends.

     

    To
      the
      extent applicable, each certificate or other document evidencing any
      of the
      Series A Preferred Stock or any Common Stock issued upon conversion thereof
      shall be endorsed with a legend substantially in the form set forth
      below:

    


    “THE
      SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR
      HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS THE COMPANY
      HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE
      COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    3.9
      Financing.

     

    Occidental
      has, or will have at the Closing, sufficient cash available to pay amounts
      required to be paid pursuant to Section
      1.2(b),
      and to
      pay for any of the related fees and expenses Occidental incurs.
      

     

    3.10
      Blank Check Company.

     

    Occidental
      understands that the Company is a recently organized blank check company formed
      for the purpose of acquiring (an “initial business combination”) one or more
      businesses or assets in the energy industry (it being understood that the
      Transaction or a Related Transaction constitutes an initial business
      combination). Occidental further understands that (a) the Company’s assets
      consist of the cash proceeds of its public offering (the “IPO”) and private
      placements of its securities, and that substantially all of those proceeds
      have
      been deposited in a trust account with a third party (the “Trust Account”) for
      the benefit of the Company, certain of its stockholders and the underwriters
      of
      its IPO and (b) the monies in the Trust Account may be disbursed only (i) to
      the
      Company in limited amounts from time to time (and in no event more than
      $3,250,000 in total) in order to permit the Company to pay its operating
      expenses; (ii) if the Company completes an initial business combination, to
      certain dissenting public stockholders, to the underwriters for the IPO in
      the
      amount of underwriting discounts and commissions they earned in the IPO but
      whose payment they have deferred, and then to the Company; and (iii) if the
      Company fails to complete an initial business combination within the allotted
      time period and liquidates, subject to the terms of the agreement governing
      the
      Trust Account, to the Company in limited amounts to permit the Company to pay
      the costs and expenses of its liquidation and dissolution, and then to the
      Company’s stockholders who purchased securities in the IPO.

     

    4.
      CONDITIONS OF OCCIDENTAL’S OBLIGATIONS AT CLOSING.

    


    The
      obligations of Occidental under Section
      1.1(b)
      of this
      Agreement are subject to the fulfillment on or before the earlier of the
      Closing, of each of the following
      conditions, the waiver of which will not be effective unless in
      writing thereto:

     

    4.1
      Representations and Warranties.

     

    The
      representations and warranties of the Company contained in Section
      2
      (i) if
      specifically qualified by materiality, are true and (ii) if not qualified by
      materiality, are true in all material respects, in each case on and as of the
      Closing date with the same effect as though such representations and warranties
      had been made on and as of the Closing date (unless any such representation
      and
      warranty is made only as of a specified date, in which case, such representation
      and warranty shall be true in all material respects as of such specified
      date).

     

    4.2
      Performance.

     

    The
      Company has performed and complied with all agreements, obligations, and
      conditions contained in this Agreement that are required to be performed or
      complied with by it on or before the Closing.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    4.3
      Compliance Certificate.

     

    The
      President or a Vice President of the Company has delivered to Occidental at
      the
      Closing a certificate certifying that the conditions specified in Sections
      4.1,
      4.2,
      4.4,
      and
4.7
      have
      been fulfilled.

     

    4.4
      Qualifications.

     

    All
      authorizations, approvals, or permits, if any, of any governmental authority
      or
      regulatory body of the United States or of any state that are required in
      connection with the lawful issuance and sale of the Series A Preferred Stock
      pur-suant to this Agreement have been duly obtained and are effective as of
      the
      Closing.

     

    4.5
      No Action or Injunction.

     

    There
      shall be law, statute, order, rule or regulation of, and no action, suit,
      proceeding, or investigation pending by, any governmental authority or
      regulatory body of the United States or of any state that seeks to restrain,
      enjoin or prevent the consummation of the transactions contemplated by this
      Agreement, and there shall not be in effect any order, writ, injunction,
      judgment, or decree of any court, government agency, or instrumentality of
      competent jurisdiction that enjoins or prohibits consummation of such
      transactions.

     

    4.6
      Proceedings and Documents.

     

    All
      corporate and other proceedings in connection with the transactions contemplated
      at the Closing have been completed, and all documents incident thereto are
      reasonably satisfactory in form and substance to Occidental’s counsel, which has
      received all such counterpart original and certified or other copies of such
      documents as it may reasonably request.

     

    4.7
      Transaction Closing.

     

    The
      closing of (i) the Transaction pursuant to the Kern Acquisition Agreement has
      occurred or shall occur concurrently with the Closing or (ii) any Replacement
      Transaction under the terms of any merger or acquisition agreement satisfactory
      to Occidental has occurred or shall occur concurrently with the Closing, in
      each
      case, without waiver of any of the material terms or conditions of the Kern
      Acquisition Agreement or such other agreement unless, in each case, approved
      in
      writing by Occidental (which approval shall not be unreasonably withheld or
      delayed).

     

    4.8
      Certificate of Designations.

     

    The
      Company has filed the Certificate of Designations with the Delaware Secretary
      of
      State and delivered evidence of such filing to Occidental. 

     

    4.9
      Secretary’s Certificate.

     

    The
      Company has delivered to Occidental copies of its Certificate of Incorporation
      and Bylaws each certified by the corporate secretary of the Company to be true,
      correct and complete and in full force and affect and unmodified as of the
      Closing date and a certificate of corporate good standing for the Company
      certified by the Secretary of State of the State of Delaware dated not more
      than
      ten (10) days prior to the Closing. 

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    4.10
      Opinion of Company Counsel.

     

    Occidental
      has received from Cleary Gottlieb Steen & Hamilton LLP, counsel for the
      Company, an opinion, dated the date of the Closing, in form and substance
      reasonably satisfactory to Occidental’s counsel, covering the items specified in
Annex
      A.
      

    


     

    4.11
      Note, Shareholders Agreement and Registration Rights
      Agreement.

     

    The
      Company has executed and delivered the Shareholders Agreement and Registration
      Rights Agreement in the forms attached hereto as Exhibits
      C
      and
D,
      respectively.

    


    
      
        4.11
          FIRPTA
          Certification.

      

    

    


    The
      Company has executed and delivered a certificate in the form attached hereto
      as
Exhibit
      E.


     

    5.
      CONDITIONS OF THE COMPANY’S OBLIGATIONS AT CLOSING.

    


    The
      obligations of the Company to Occidental under this Agreement are subject to
      the
      fulfillment on or before the Closing of each of the following
      conditions:

     

    5.1
      Representations and Warranties.

     

    The
      representations and warranties of Occidental contained in Section
      3
      shall be
      true on and as of the Closing with the same effect as though such
      representations and warranties had been made on and as of the date of the
      Closing.

     

    5.2
      Performance.

     

    Occidental
      has performed and complied in all material respects with all agreements,
      obligations, and conditions contained in this Agreement that are required to
      be
      performed or complied with by it on or before the Closing.

     

    5.3
      Qualifications.

     

    All
      authorizations, approvals, or permits, if any, of any governmental authority
      or
      regulatory body of the United States or of any state that are required to be
      obtained by Occidental in connection with the lawful issuance and sale of the
      Series A Preferred Stock pursuant to this Agreement shall be duly obtained
      and
      effective as of the Closing.

     

    5.4
      No Action or Injunction.

     

    There
      shall be law, statute, order, rule or regulation of, and no action, suit,
      proceeding, or investigation pending by, any governmental authority or
      regulatory body of the United States or of any state that seeks to restrain,
      enjoin or prevent the consummation of the transactions contemplated by this
      Agreement, and there shall not be in effect any order, writ, injunction,
      judgment, or decree of any court, government agency, or instrumentality of
      competent jurisdiction that enjoins or prohibits consummation of such
      transactions.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    5.5
      Transaction Closing.

     

    The
      closing of the Transaction or any Replacement Transaction shall have occurred
      or
      shall occur concurrently with the Closing. 

     

    5.6
      Shareholder Approval.

     

    If
      required under Section 713(a)(ii) or Section 7.13(b) of the Amex Company Guide,
      the transactions contemplated by this Agreement shall have been approved by
      the
      Company’s stockholders. The Company agrees that Occidental may, in its sole
      discretion, agree to an increase in the Fixed Amount (as defined in the
      Certificate of Designations) to the extent necessary to avoid shareholder
      approval being required under Section 713(a)(ii) or Section 7.13(b) of the
      Amex
      Company Guide.

     

    6.
      TERMINATION.

     

    6.1
      Termination of this Agreement.

     

    Subject
      to Section
      6.2,
      this
      Agreement may be terminated by notice in writing at any time prior to the
      Closing (i) by either party if the Closing does not occur on or prior to
      December 31, 2008; provided,
      that
      the failure by the party seeking to terminate this Agreement pursuant to this
      clause (i) shall not have been the cause of, or resulted in, the failure of
      the
      Closing to occur on or before such date; (ii)
      by
      Occidental, pursuant to Section
      7.17;
      or (iii)
by
      the
      parties, if so mutually agreed in writing.

     

    6.2
      Effect of Termination.

     

    If
      this
      Agreement is terminated with respect to any party in accordance with this
Section
      6
      and the
      transactions contemplated hereby are not consummated, this Agreement, other
      than
      the provisions of this Section
      6.2
      and
Section
      7,
      shall
      become null and void and of no further force and effect, without any liability
      on the part of any party or its affiliates, directors, officers or
      stockholders; provided
      that
      nothing in this Section 6.2
      shall
      relieve any party to this Agreement of any liability resulting from a knowing
      and material breach of this Agreement on or prior to the date of
      termination.
      Notwithstanding anything to the contrary set forth in this Agreement, none
      of
      the parties hereto shall have any liability for speculative, indirect,
      unforeseeable or consequential damages or lost profits resulting from any legal
      action relating to this Agreement.
      For the
      avoidance of doubt, the Confidentiality Agreement between the Company and
      Occidental dated August 22, 2007 shall survive any termination of this
      Agreement.

     

    7.
      MISCELLANEOUS.

     

    7.1
      Entire Agreement.

     

    This
      Agreement and the documents referred to herein constitute the entire agreement
      among the parties and no party shall be liable or bound to any other party
      in
      any manner by any warranties, representations, or covenants, except as
      specifically set forth herein or therein.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    7.2
      Survival of Warranties.

     

    The
      warranties, representations, and covenants of the Company and Occidental
      contained in or made pursuant to this Agreement shall survive the execution
      and
      delivery of this Agreement and following the Closing.

     

    7.3
      Successors and Assigns.

     

    Except
      as
      otherwise provided herein, the terms and conditions of this Agreement shall
      inure to the benefit of and be binding upon the respective successors and
      assigns of the parties (including permitted transferees of any shares of Series
      A Preferred Stock sold hereunder or any Common Stock issued upon conversion
      thereof). Nothing in this Agreement, express or implied, is intended to confer
      upon any party other than the parties hereto or their respective successors
      and
      assigns any rights, remedies, obligations, or liabilities under or by reason
      of
      this Agreement, except as expressly provided in this Agreement.

     

    7.4
      Governing Law.

     

    This
      Agreement shall be governed by and construed under the laws of the State of
      New
      York as applied to agreements among New York residents entered into and to
      be
      performed entirely within New York. To the fullest extent permitted by
      applicable law, each party hereto (i) agrees that any claim, action or
      proceeding by such party seeking any relief whatsoever arising out of, or in
      connection with, this Agreement or the transactions contemplated hereby shall
      be
      brought only in the United States District Court for the Central District of
      California and in any California State court located in Los Angeles County
      and
      not in any other State or Federal court in the United States of America or
      any
      court in any other country, (ii) agrees to submit to the exclusive
      jurisdiction of such courts located in the State of California for purposes
      of
      all legal proceedings arising out of, or in connection with, this Agreement
      or
      the transactions contemplated hereby and (iii) irrevocably waives any
      objection which it may now or hereafter have to the laying of the venue of
      any
      such proceeding brought in such a court and any claim that any such proceeding
      brought in such a court has been brought in an inconvenient forum.

     

    7.5
      Specific Performance

     

    The
      parties hereto acknowledge that monetary damages are not an adequate remedy
      for
      violations of Section
      1,
      and
      that any party hereto may, in its sole discretion, apply to a court of competent
      jurisdiction for specific performance or injunctive or such other relief as
      such
      court may deem just and proper in order to enforce such Section and prevent
      any
      violation thereof and, to the extent permitted by applicable law and to the
      extent the party seeking such relief would be entitled on the merits to obtain
      such relief, each party hereto waives any objection to the imposition of such
      relief.

     

    7.6
      No Third-Party Beneficiaries. 

     

    This
      Agreement is for the sole benefit of the parties hereto and their respective
      successors and permitted assigns and nothing herein, express or implied, is
      intended or shall confer upon any other person any legal or equitable right,
      benefit or remedy of any nature whatsoever under or by reason of this
      Agreement.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    7.7
      Counterparts.

     

    This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

     

    7.8
      Titles and Subtitles.

     

    The
      titles and subtitles used in this Agreement are used for convenience only and
      are not to be considered in construing or interpreting this
      Agreement.

     

    7.9
      Notices.

     

    Unless
      otherwise provided, all notices and other communications required
      or
      permitted under this Agreement shall be in writing and shall be mailed by
United
      States first-class mail, postage prepaid, sent by facsimile or delivered
      personally by hand or by a nationally recognized courier addressed to the party
      to be
      notified
      at the address or facsimile number indicated for such person on the signature
      page hereof, or at such other address or facsimile number as such party may
      designate by ten (10) days’ advance written notice to the other parties hereto.
      All such notices and other written communications shall be effective on the
      date
      of mailing, confirmed facsimile transfer or delivery.

     

    7.10
      Finder’s Fees.

     

    Each
      party represents that it neither is nor will be obligated for any
      finder’s
      fee or
      commission in connection with this transaction. Occidental
      agrees
      to indemnify and to hold harmless the Company from
      any
      liability for any commission or compensation in the nature of a finder’s fee
      (and the reasonable costs and expenses of defending against such liability
      or
      asserted liability) for which Occidental or any of its officers, partners,
      employees, or representatives is responsible. The
      Company agrees to indemnify and hold harmless Occidental from any liability
      for any commission or compensation in the nature of a finder’s
      fee
      (and the reasonable costs
      and
      expenses of defending against such liability or asserted liability) for
      which
      the
      Company or any of its officers, employees, or representatives is
      responsible.

     

    7.11
      Expenses.

     

    Irrespective
      of whether the Closing is effected, each party will pay all costs and expenses
      that it incurs with respect to the negotiation, execution, delivery, and
      performance of this Agreement. 

     

    7.12
      Attorneys’ Fees.

     

    If
      any
      action at law or in equity is necessary to enforce or interpret the terms of
      this Agreement, the Shareholders Agreement, the Registration Rights Agreement,
      the Note, any Ancillary Agreement or the Certificate of Designations, the
      prevailing party shall be entitled to reasonable attorneys’ fees, costs, and
      disbursements in addition to any other relief to which such party may be
      entitled.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    7.13
      Amendments and Waivers.

     

    Any
      term
      of this Agreement may be amended and the observance of any term
      of
      this Agreement may be waived (either generally or in a particular
      instance
      and
      either retroactively or prospectively), only with the written consent of the
      Company and Occidental. Any amendment or waiver effected in accordance with
      this
      Section will be binding upon Occidental, each future holder of all Securities
      purchased under this Agreement (including Securities into which the purchased
      securities are converted), and the Company.

     

    7.14
      Severability.

     

    If
      one or
      more provisions of this Agreement are held to be unenforceable under applicable
      law, such provision shall be excluded from this Agreement and the balance of
      the
      Agreement shall be interpreted as if such provision were so excluded and shall
      be enforceable in accordance with its terms.

     

    7.15
      Public Announcements.

     

    Subject
      to each party’s disclosure obligations imposed by law, rule or regulation, each
      of the parties hereto will cooperate with each other in the development and
      distribution of all news releases and other public information disclosures
      with
      respect to this Agreement and any of the transactions contemplated hereby,
      and
      no party hereto will make any such news release or public disclosure without
      first consulting with the other party hereto.

     

    7.16
      Trust Account Waiver.

     

    Unless
      and until the Closing occurs, Occidental waives any right, title, interest
      or
      claim of any kind (any “Claim”)
      it or
      any of its affiliates have or may have in the future in or to any monies in
      the
      Trust Account and agrees not to seek recourse against the Trust Account or
      any
      funds distributed therefrom (except amounts properly released to the Company
      as
      described in Section
      3.9)
      as a
      result of, or arising out of, any Claims against the Company in connection
      with
      this Agreement or any other agreement with the Company.

     

    7.17
      Schedule of Exceptions.

     

    From
      time
      to time prior to the Closing, the Company may supplement or amend the Schedule
      of Exceptions with respect to any matter (i) which may arise hereafter and
      which, if existing or occurring at or prior to the date hereof, would have
      been
      required to be set forth or described in the Schedule of Exceptions or (ii)
      which makes it necessary to correct or update any information in the Schedule
      of
      Exceptions or in any representation and warranty of the Company which has been
      rendered inaccurate thereby. To the extent the Company makes any such
      supplements or amendments to the Disclosure Schedule after the date hereof
      and
      prior to the Closing, the Disclosure Schedule and the related representations
      and warranties shall be deemed modified as of the Closing to the extent set
      forth in such supplements or amendments; provided,
      however,
      that if
      any matter disclosed pursuant to Section
      7.17(ii)
      would,
      individually or in the aggregate, reasonably be expected to result in a Material
      Adverse Change, Occidental may terminate this Agreement by written notice to
      the
      Company.



    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      parties have executed this Agreement as of
      the date
      first above written.

    


    
      	
              NTR
                ACQUISITION CO.

            
	 	 
	
              By:

            	
			/s/
              Mario E. Rodriguez
	
               

            	
			Name: 
Mario
              E. Rodriguez
	
               

            	
			Title: 
Chief
              Executive Officer


    

    


    
      	
              Address:

            	
              100
                Mill Plain Road

            
	
               

            	
              Suite
                320

            
	
               

            	
              Danbury,
                CT 06811

            


    

    


    
      	
              OCCIDENTAL
                PETROLEUM INVESTMENT CO.

            
	 	 
	
              By:

            	
			/s/
              Todd Stevens
	
               

            	
			Name: 
Todd
              Stevens
	
               

            	
			Title: 
Vice
              President


    

    


    
      	
              Address:

            	
              10889
                Wilshire Blvd.

            
	 	
              Los
                Angeles, CA 90024