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TRANSACTIONS CONTEMPLATED THEREBY HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY
ACTION ON THE PART OF MISSION. EACH OF THE TRANSACTION DOCUMENTS HAS BEEN DULY
EXECUTED AND DELIVERED BY, AND CONSTITUTES A VALID AND BINDING AGREEMENT OF,
MISSION, ENFORCEABLE AGAINST MISSION IN ACCORDANCE WITH ITS TERMS, EXCEPT AS
ENFORCEMENT MAY BE LIMITED BY OR SUBJECT TO THE EFFECTS OF BANKRUPTCY,
INSOLVENCY, REORGANIZATION, MORATORIUM AND OTHER LAWS RELATING TO OR AFFECTING
THE RIGHTS OF CREDITORS AND OF GENERAL PRINCIPLES OF EQUITY.
(II)
NEITHER THE EXECUTION AND DELIVERY OF THE
TRANSACTION DOCUMENTS NOR THE PERFORMANCE BY MISSION OF ITS OBLIGATIONS
THEREUNDER WILL RESULT IN A VIOLATION OF, OR A DEFAULT UNDER, OR CONFLICT WITH,
(A) ANY PROVISION OF ITS CERTIFICATE OF INCORPORATION, BYLAWS, PARTNERSHIP
AGREEMENT, LIMITED LIABILITY COMPANY AGREEMENT OR SIMILAR ORGANIZATIONAL
DOCUMENTS, (B) ANY CONTRACT, TRUST, COMMITMENT, AGREEMENT, UNDERSTANDING,
ARRANGEMENT OR RESTRICTION OF ANY KIND TO WHICH MISSION IS A PARTY OR BOUND,
EXCEPT, IN THE CASE OF CLAUSE (B), AS WOULD NOT PREVENT, DELAY OR OTHERWISE
MATERIALLY IMPAIR MISSION'S ABILITY TO PERFORM ITS OBLIGATIONS THEREUNDER OR
CONSUMMATE THE MERGER.
EXECUTION, DELIVERY AND PERFORMANCE OF THE TRANSACTION
DOCUMENTS BY MISSION WILL NOT VIOLATE, OR REQUIRE ANY CONSENT, APPROVAL OR
NOTICE UNDER, ANY PROVISION OF ANY JUDGMENT, ORDER, DECREE, STATUTE, LAW, RULE
OR REGULATION APPLICABLE TO MISSION OR THE COVERED SECURITIES, EXCEPT (X) FOR
ANY REPORTS UNDER SECTIONS 13(D) OF THE EXCHANGE ACT AS MAY BE REQUIRED IN
CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY OR (Y)
AS WOULD NOT REASONABLY BE EXPECTED TO PREVENT, DELAY OR OTHERWISE MATERIALLY
IMPAIR MISSION'S ABILITY TO PERFORM ITS OBLIGATIONS THEREUNDER OR CONSUMMATE THE
MERGER.
(III)
THERE IS NO ACTION, CLAIM, SUIT, DEMAND,
HEARING, NOTICE OF VIOLATION OR DEFICIENCY, OR PROCEEDING (INCLUDING ANY
INVESTIGATION OR PARTIAL PROCEEDING, SUCH AS A DEPOSITION), DOMESTIC OR FOREIGN,
PENDING, OR TO THE KNOWLEDGE OF MISSION THREATENED, THAT COULD PREVENT THE
CONSUMMATION OF, MATERIALLY IMPAIR OR MATERIALLY DELAY THE MERGER OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY.
(D)
PETROHAWK AND MISSION EACH REPRESENT AND
WARRANT TO STOCKHOLDER THAT:
(I)
OTHER THAN THE VOTING AGREEMENTS OF EVEN
DATE HEREWITH BETWEEN PETROHAWK, MISSION AND GUGGENHEIM CAPITAL, LLC AND STELLAR
FUNDING, LTD (THE "OTHER SUPPORT AGREEMENT") AND THE PURCHASE AND SALE
AGREEMENTS DATED DECEMBER 17, 2003, FEBRUARY 25, 2004 AND MARCH 15, 2004 BETWEEN
MISSION, STOCKHOLDER AND OTHERS, WHICH AGREEMENTS ARE PUBLICLY FILED, IT IS NOT
A PARTY TO ANY AGREEMENT OR UNDERSTANDING WITH ANY STOCKHOLDER WITH RESPECT TO
SHARES OF CAPITAL STOCK OF MISSION.
(II)
EXCEPT WITH RESPECT TO PROVISIONS RELATING
TO THE STELLAR ARRANGEMENTS (AS DEFINED IN THE VOTING AGREEMENT OF EVEN DATE
HEREWITH WITH GUGGENHEIM CAPITAL, LLC AND STELLAR FUNDING, LTD.), THE OTHER
SUPPORT AGREEMENT CONTAINS TERMS AND CONDITIONS SUBSTANTIALLY THE SAME AS AND NO
MORE OR LESS FAVORABLE TO ANY OTHER STOCKHOLDER PARTY THERETO THAN THOSE
CONTAINED IN THIS AGREEMENT.
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(III)
ENTERING INTO THIS AGREEMENT AND THE OTHER
SUPPORT AGREEMENTS SHALL NOT RESULT IN ANY ADVERSE CONSEQUENCE TO THE
STOCKHOLDER UNDER MISSION'S RIGHTS PLAN, SECTION