This Co-Investment Agreement is made and entered into this 31st day of October 2006 (the
“Agreement”), between Beard Technologies, Inc., an Oklahoma corporation (“BTI”), and PinnOak Resources
LLC, a Delaware limited liability company (“PinnOak”).
WHEREAS, BTI has formed Beard Pinnacle, LLC (“Beard Pinnacle”) to construct and operate a pond
fines recovery project at Pinnacle Mining Company, LLC;
WHEREAS, the equity owners of PinnOak (said owners referred to as the “PinnOak Parties”) have
agreed to purchase a fifty percent ownership interest in Beard Pinnacle;
WHEREAS, BTI and PinnOak desire to develop a framework whereby PinnOak and/or the PinnOak
Parties can invest in future pond fines recovery projects to be developed by BTI or one or more of its affiliates;
NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable
considerations and intending to be legally bound hereby, the parties hereto agree as follows:
Article 1 Definitions
1.1 Defined Terms . Each of the following terms enclosed by quotation marks in this Article shall
be a defined term, and each term enclosed by parentheses and quotation marks in the preamble, recitals or body
of this Agreement, or that is specified as a defined term in this Agreement, shall also be a defined term. Wherever
used in this Agreement, each term defined in this Agreement shall have the meaning ascribed to it in this
Agreement. Each term defined in this Agreement in the singular shall include the plural of that term, and each
term defined in this Agreement in the plural shall include the singular of that term.
“Accepted Pond Project” shall have the meaning provided for that term in Subsection 2.2.6.
“Affiliate” means (i) any Person owning any of the equity ownership of a Party, (ii) any Person who can
direct or cause the direction of the management and policies of a Party, whether by contract, ownership, order of
a Governmental Authority or otherwise, (iii) any Person in which a P