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Final IBL II Presentation

Optimal Joint Venture
by

Mark Kawakami

on 20 April 2010

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Transcript of Final IBL II Presentation

Incorporation & Structure
Limited Liability Corporate Vehicle
50-50 Share Ownership
Possible Deadlock Situation
Benchmark:
Allows High Arctic to exit from the JV if certain minimum requirements are not met
Scope:
Limit by Duration
Non-Compete Clause Non-Compete:
Prohibits Parties from participating in any oil drilling services outside of the JV absent informed written consent by the other Party High Arctic saves $0.7 million by going 50-50 Initial Duration set at 5 years with chances to extend or terminate. Distribution of Profits:
High Arctic gets priority distribution IP Rights:
Sale of Equipment is fine, but IP rights will only be licensed.
Subsequent developments/innovation will be for the sole benefit of High Arcitic Management Structure:
IPM Schlumberger will manage.
High Arctic selected Supervisory managers. Board Structure:
Select single Independent director to prevent deadlock situation.
Managers must be appointed by the Board.
Valuation & Exit Mechanisms
Russian Roulette with Limitations
No triggering before High Arctic has repaid loans or within the first year after Establishment
Installment Option
IBL II Optimal
Joint Venture Damjan Despotović
Mohamed Elmi
Mark Kawakami
Aleksandra Khryakova
Kary Toxqui Jaimes
Michael Potter
Audrey Weismann
Hakan Yakisik Reduce Initial Capital
Contribution Amount Optimal & ICA Fluor Daniel Consortium Contract
Purpose & Scope
To Procure PEMEX's Public Work Project to conduct UBD and UPD operations in Chicontepec. Governing Law: Mexican Law Clear division of Duties and Liabilities
50-50 Split of Costs and Profits
Optimal: Liable for UBD and UPD related issues.
ICA: Liable for everything else. Indemnity Clauses:
General Plus...
Financial: 10% of bid price for serious breach to the breached party.
Non-Financial: breaching party issues press release claiming responsibility for the breach.
Subcontractors:
Informed, written consent required by the non-suggesting party. Managment Structure:
Equal Representation
Unanimous Voting Rights
ICA appoints Chairman (Symbolic)
Optimal appoints Project Manager (Day-to-Day Operatinos) Finance:
Optimal responsible for controlling the purse.
Optimal coordinates all payments from clients. Confidentiality & IP:
Strict confidentiality
Protect Optimal's reputation and their innovative technology and know-how. Termination:
Duration of the contract: Life span of the PEMEX Contract (assuming the bid is awarded to the Consortium) or
Until one of the exit/termination provisions of the contract is triggered.
Full transcript