PURCHASE AGREEMENT

1.1

Definitions

(a)

“ Affiliate ” has the meaning ascribed thereto in the Business Corporations Act (Alberta) as of the date hereof.

(b)

“ Agreement ” means this Purchase Agreement, including all attachments and exhibits hereto, the TransAtlantic Disclosure Letter and the Longe Disclosure Letter, together with any amendments, supplements, modifications or revisions hereof.

(c)

“ Amended and Restated Registration Rights Agreement ” means the Amended and Restated Registration Rights Agreement between Riata and TransAtlantic to be entered into at Closing, in the form settled as of the date of this Agreement.

(d)

“ Assets ” has the meaning set forth in Section 6.37(b).

(e)

“ Asset Purchase Contracts ” has the meaning set forth in Section 6.40.

(f)

“ Associate ” has the meaning ascribed thereto in the Securities Act (Alberta) as at the date hereof, but shall also specifically include in such definition any limited partner of a partnership.

(g)

“ Best Efforts ” means the efforts that a prudent Person desirous of achieving a result would use in similar circumstances to ensure that such result is achieved as expeditiously as possible; provided, however, that an obligation to use Best Efforts under this Agreement does not require the Person subject to that obligation to take actions that would result in a materially adverse change in the benefits to such Person of this Agreement or the Purchase.

(h)

“ Board of Directors ” means the board of directors of TransAtlantic.

(i)

“ Canadian Securities Commissions ” means the securities commissions or other securities regulatory authorities in each of the provinces and territories of Canada.

(j)

“ Canadian Securities Laws ” means all acts, rules, regulations and published policies promulgated or otherwise adopted from time to time by any of the Canadian Securities Commissions or other authority having jurisdiction.

(k)

“ Closing ” shall have the meaning set forth in Section 2.1.

(l)

“ Common Shares ” means common shares in the capital of TransAtlantic.

(m)

“ Concurrent Financing ” means the private placement by TransAtlantic, pursuant to subscription agreements in the form agreed to as of the date of this Agreement and subject to the terms of the Conditional Approval Letter, of 35,416,667 Common Shares to Longfellow or other entities designated by Longfellow at a price of US$1.20 per share for gross proceeds of US$42,500,000.

(n)

“ Conditional Approval Letter ” means the conditional approval letter of the TSX dated September 3, 2008.

(o)

“ Consent ” means any approval, consent, ratification, waiver, or other authorization (including any Governmental Authorization).

(p)

“ Contract ” means any agreement, contract, obligation, promise, or undertaking (whether written or oral and whether express or implied) that is legally binding.

(q)

“ Damages ” has the meaning set forth in Section 12.3.

(r)

“ Election Notice ” has the meaning set forth in Section 4.3.

(s)

“ Encumbrance ” means any charge, claim, community property interest, condition, equitable interest, lien, option, pledge, security interest, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income, or exercise of any other attribute of ownership.

(t)

“ Environment ” means soil, land surface or subsurface strata, surface waters (including navigable waters, ocean waters, streams, ponds, drainage basins, and wetlands), groundwaters, drinking water supply, stream sediments, ambient air (including indoor air), plant and animal life, and any other environmental medium or natural resource.

(u)

“ Environmental, Health, and Safety Liabilities ” means any cost, damages, expense (including reasonable attorney’s fees and other defense or investigation expenses), liability, obligation, or other responsibility arising from or under any Environmental Law or Occupational Safety and Health Law and consisting of or relating to:

(i)

any environmental, health, or safety matters or conditions (including on-site or off-site contamination and regulation of chemical substances or products);

(ii)

fines, penalties, judgments, awards, settlements, legal or administrative proceedings, damages, losses, claims, demands and response, investigative, remedial, or inspection costs and expenses;

(iii)

financial responsibility for cleanup costs or corrective action, including any investigation, cleanup, removal, containment, or other remediation or response actions required by applicable Environmental Law or Occupational Safety and Health Law (whether or not such action has been required or requested by any Governmental Body or any other Person) or for any natural resource damages; or

(iv)

any other compliance, corrective, investigative, or remedial measures required.

(v)

“ Environmental Law ” means any Legal Requirement that requires or relates to:

(i)

advising appropriate authorities, employees, and the public of intended or actual releases of pollutants or hazardous substances or materials, violations of discharge limits, or other prohibitions and of the commencements of activities, such as resource extraction or construction, that could have a significant impact on the Environment;

(ii)

preventing or reducing to acceptable levels the release of pollutants or hazardous substances or materials into the Environment;

(iii)

reducing the quantities, preventing the release, or minimizing the hazardous characteristics of wastes that are generated;

(iv)

assuring that products are designed, formulated, packaged, and used so that they do not present unreasonable risks to human health or the Environment when used or disposed of;

(v)

protecting resources, species, or ecological amenities;

(vi)

reducing to acceptable levels the risks inherent in the transportation of hazardous substances, pollutants, oil, or other potentially harmful substances;

(vii)

cleaning up pollutants that have been released, preventing the threat of release, or paying the costs of such clean up or prevention; or

(viii)

making responsible parties pay private parties, or groups of them, for damages done to their health or the Environment, or permitting self-appointed representatives of the public interest to recover for injuries done to public assets.

(w)

“ Exchange Act ” means the U.S. Securities and Exchange Act of 1934, as amended, or any successor law, and regulations and rules issued pursuant to that act or any successor law.

(x)

“ Facilities ” means any real property, leaseholds, or other interests currently or formerly owned or operated by TransAtlantic or Longe, as applicable, and any buildings, plants, structures, or equipment currently or formerly owned or operated by TransAtlantic or Longe, as applicable.

(y)

“ Fairness Opinion ” means an opinion prepared by the Financial Advisor concluding that the Purchase and the Concurrent Financing are fair from a financial perspective to TransAtlantic and TransAtlantic’s Shareholders.

(z)

“ GAAP ” means generally accepted accounting principles in Canada as defined from time to time by the Accounting Standards Board of the Canadian Institute of Chartered Accountants.

(aa)

“ Governmental Authorization ” means any approval, consent, license, permit, waiver, or other authorization issued, granted, given, or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement.

(bb)

“ Governmental Body ” means any:

(i)

nation, state, province, county, city, town, village, district, or other jurisdiction of any nature;

(ii)

federal, state, provincial, local, municipal, foreign, or other government;

(iii)

governmental or quasi-governmental authority of any nature (including any governmental agency, branch, central bank, department, official, or entity and any court, arbitral body or other tribunal);

(iv)

multi-national organization or body; or

(v)

body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature.

(cc)

“ Hazardous Activity ” means the distribution, generation, handling, importing, management, manufacturing, processing, production, refinement, Release, storage, transfer, transportation, treatment, or use (including any withdrawal or other use of groundwater) of Hazardous Materials in, on, under, about, or from the Facilities or any

part thereof into the Environment, and any other act, business, operation, or thing that increases the danger, or risk of danger, or poses an unreasonable risk of harm to Persons or property on or off the Facilities, or that may affect the value of the Facilities or TransAtlantic or Longe, as the case may be.

(dd)

“ Hazardous Materials ” means any waste or other substance that is listed, defined, designated, or classified as, or otherwise determined to be, hazardous, radioactive, or toxic or a pollutant or a contaminant under or pursuant to any Environmental Law, including any admixture or solution thereof, and specifically including petroleum and all derivatives thereof or synthetic substitutes therefore and asbestos or asbestos-containing materials.

(ee)

“ Indemnified Person ” has the meaning set forth in Section 12.5.

(ff)

“ Knowledge ” means an individual will be deemed to have “Knowledge” of a particular fact or other matter if such individual is actually aware of such fact or other matter. A corporation will be deemed to have “Knowledge” of a particular fact or other matter if any individual who is serving as a director or executive officer of the corporation has Knowledge of such fact or other matter.

(gg)

“ Joint Actor ” shall have the meaning given to that term in MI 61-101.

(hh)

“ Legal Requirement ” means any federal, state, provincial, local, municipal, foreign, international, multinational, or other administrative order, constitution, law, ordinance, principle of common law, regulation, statute, or treaty.

(ii)

“ Longe Disclosure Letter ” means the Longe Disclosure Letter delivered by Longfellow to TransAtlantic concurrently with the execution and delivery of this Agreement or the Closing, in the form set forth in Exhibit 2.

(jj)

“ Longe Financial Statements ” has the meaning set forth in Section 6.33.

(kk)

“ Longe Shares ” means all of the shares of the common stock of Longe.

(ll)

“ Longfellow Indemnified Persons ” has the meaning set forth in Section 12.3.

(mm)

“ Longfellow Interest ” has the meaning set forth in Section 4.1.

(nn)

“ Management Proxy Circular ” has the meaning set forth in Section 3.4.

(oo)

“ Meeting ” has the meaning set forth in Section 3.2.

(pp)

“ MI 61-101 ” means Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions.

(qq)

“ Occupational Safety and Health Law ” means any Legal Requirement designed to provide safe and healthful working conditions and to reduce occupational safety and health hazards, and any program, whether governmental or private (including those promulgated or sponsored by industry associations and insurance companies), designed to provide safe and healthful working conditions.

(rr)

“ Oil and Gas Properties ” means all of TransAtlantic’s and its Subsidiaries’ or all of Longe’s and its Subsidiaries’, as applicable, right, title, interest and estate, real or personal, recorded or unrecorded, movable or immovable, tangible or intangible, in and to: (i) hydrocarbon and mineral leases, subleases and other leaseholds, royalties, overriding royalties, net profit interests, mineral fee interests, carried interests and other properties and interests (collectively, the “ Leases ”); and (ii) concession agreements (collectively, the “ Concession Agreements ”) and any and all hydrocarbon, water or injection wells on or applicable to any of the foregoing thereon or applicable thereto.

(ss)

“ Order ” means any award, decision, injunction, judgment, order, ruling, subpoena, or verdict entered, issued, made, or rendered by any court, administrative agency, or other Governmental Body or by any arbitrator.

(tt)

“ Ordinary Course of Business ” means an action taken by a Person will be deemed to have been taken in the “Ordinary Course of Business” only if:

(i)

such action is consistent with the past practices of such Person and is taken in the ordinary course of the normal day-to-day operations of such Person;

(ii)

such action is not required to be authorized by the board of directors of such Person (or by any Person or group of Persons exercising similar authority); and

(iii)

such action is similar in nature and magnitude to actions customarily taken, without any authorization by the board of directors (or by any Person or group of Persons exercising similar authority), in the ordinary course of the normal day-to-day operations of other Persons that are in the same line of business as such Person.

(uu)

“ Organizational Documents ” means (i) the articles or certificate of incorporation and the bylaws of a corporation; (ii) the partnership agreement and any statement of partnership of a general partnership; (iii) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (iv) articles of organization and operating agreement of a limited liability company; (v) any charter or similar document adopted or filed in connection with the creation, formation, or organization of a Person; and (vi) any amendment to any of the foregoing.

(vv)

“ Parties ” means Longfellow and TransAtlantic, and “ Party ” means either one of them as the context requires.

(ww)

“ Person ” means any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union, or other entity or Governmental Body.

(xx)

“ Proceeding ” means any action, arbitration, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative, investigative, or informal) commenced, brought, conducted, or heard by or before, or otherwise involving, any Governmental Body or arbitrator.

(yy)

“ Prohibited Transaction ” has the meaning set forth in Section 6.6(g).

(zz)

“ Proportional Interest ” means that fraction which has as its numerator the number of Common Shares owned or controlled, directly or indirectly, by Longfellow and which has as its denominator the total number of Common Shares held by all TransAtlantic Shareholders.

(aaa)

“ Public Filings ” has the meaning set forth in Section 5.33.

(bbb)

“ Purchase ” has the meaning set forth in Section 2.1.

(ccc)

“ Purchase Shares ” has the meaning set forth in Section 2.1.

(ddd)

“ Purchase Warrants ” means the warrants between Longfellow and TransAtlantic, in the form settled as of the date of this Agreement providing for, in the case of each warrant, the acquisition by Longfellow of one Common Share upon the payment of US$3.00, such warrants to expire three years from the date of Closing.

(eee)

“ Regulation D ” means Regulation D as promulgated by the SEC under the Securities Act.

(fff)

“ Related Party ” shall have the meaning given to that term in MI 61-101.

(ggg)

“ Release ” means any spilling, leaking, emitting, discharging, depositing, escaping, leaching, dumping, or other releasing into the Environment, whether intentional or unintentional.

(hhh)

“ Representative ” means with respect to a particular Person, any director, officer, employee, agent, consultant, advisor, or other representative of such Person, including legal counsel, accountants, and financial advisors.

(iii)

“Riata” means Riata Management LLC.

(jjj)

“ Sale Notice ” has the meaning set forth in Section 4.2.

(kkk)

“ SEC ” means the United States Securities and Exchange Commission.

(lll)

“ Securities Act ” means the U.S. Securities Act of 1933, as amended, or any successor law, and regulations and rules issued pursuant to that act or any successor law.

(mmm)

“ Shareholder Approval ” means a simple majority of the votes cast by TransAtlantic Shareholders (excluding Longfellow, any Subscriber and any Related Party of Longfellow or of any Subscriber or a Joint Actor with any of the foregoing persons) at a duly-called meeting of the TransAtlantic Shareholders.

(nnn)

“ Subscriber ” means any Person who subscribes for the purchase of Common Shares in the Concurrent Financing.

(ooo)

“ Subsidiary ” means any entity with respect to which a Person (or a Subsidiary thereof) has the power, through the ownership of securities or otherwise, to elect at least a majority of the directors, or similar managing body, or in which such Person owns directly or indirectly 50% or more of the fair market value of the equity of such entity.

(ppp)

“ Taxes ” means all net income, gross income, gross receipt, sales and use, ad valorem, franchise, profits, licenses, withholding, payroll, excise, severance, stamp, occupation, property, customs duties or other taxes, fees or charges of any kind whatsoever imposed by a foreign, federal, state, provincial, county or local Governmental Body together with any interest, penalty or additions thereon, whether or not such amounts are described as taxes.

(qqq)

“ Tax Return ” means any return (including any information return), report, statement, schedule, notice, form, or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection, or payment of any Taxes or in connection with the administration, implementation, or enforcement of or compliance with any Legal Requirement relating to any Taxes.

(rrr)

“ Threat of Release ” means a substantial likelihood of a Release that may require action in order to prevent or mitigate damage to the Environment that may result from such Release.

(sss)

“ Threatened ” means a claim, Proceeding, dispute, action, or other matter will be deemed to have been “Threatened” if any demand or statement has been made in writing or any notice has been given in writing.

(ttt)

“ Trading Affiliates ” has the meaning set forth in Section 6.6(g).

(uuu)

“ TransAtlantic Disclosure Letter ” means the TransAtlantic Disclosure Letter delivered by TransAtlantic to Longfellow concurrently with the execution and delivery of this Agreement or the Closing, in the form set forth in Exhibit 1.

(vvv)

“ TransAtlantic Financial Statements ” has the meaning set forth in Section 5.31.

(www)

“ TransAtlantic Indemnified Persons ” has the meaning set forth in Section 12.4.

(xxx)

“ TransAtlantic Shareholder ” means any Person who is a holder of Common Shares.

(yyy)

“ TSX ” means the Toronto Stock Exchange.

(zzz)

“ U.S. ” means the United States of America.

(aaaa)

“ Warrant Shares ” means the Common Shares issued upon the exercise of the Purchase Warrants.

2.1

Purchase and Sale of Longe Shares

(a)

Longfellow shall sell, and TransAtlantic shall purchase, all of the Longe Shares;

(b)

in consideration for the Longe Shares, TransAtlantic shall issue to Longfellow (i) 39,583,333 Common Shares (the “ Purchase Shares ”) at a deemed price per Common Share of US$1.20 and (ii) 10,000,000 Purchase Warrants;

3.1

TSX Approval

3.2

Shareholder Approval

3.3

Meeting

3.4

Management Proxy Circular

(a)

TransAtlantic shall, in connection with the Meeting, mail to each TransAtlantic Shareholder a management proxy circular (the “ Management Proxy Circular ”) at the earliest practicable time after the preliminary Management Proxy Circular is cleared by the SEC, together with a notice of the Meeting, a proxy and any other document required in connection with the Meeting, each in the form prescribed by applicable Legal Requirements, including summaries or reproductions of the Valuation and Fairness Opinion, all in compliance with Canadian Securities Law and the Exchange Act.

(b)

Each of Longfellow and TransAtlantic shall use its Best Efforts to obtain and provide the information required by applicable Legal Requirements to be included in the Management Proxy Circular, which information shall not, on either the date that the Management Proxy Circular is first mailed or the date that the Meeting is held, contain an untrue statement of a material fact or omit to state a material fact required therein or necessary to make a statement contained therein not misleading in the light of the circumstances in which it was made.

(c)

TransAtlantic shall provide Longfellow with a reasonable amount of time to review and comment on the Management Proxy Circular, prior to its final approval by the Board of Directors; provided, that any decision concerning the inclusion of Longfellow’s comments, if any, in the Management Proxy Circular shall be made by TransAtlantic and the Board of Directors, acting reasonably and taking account of Longfellow’s comments to the extent that is reasonable and as is permitted by Legal Requirements.

(d)

TransAtlantic shall prepare and file a preliminary Management Proxy Circular (together with any documents required by the Exchange Act), with the SEC by September 25, 2008. TransAtlantic will notify Longfellow promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the preliminary Management Proxy Circular, or for additional information, and will supply Longfellow with copies of all correspondence with the SEC with respect to the preliminary Management Proxy Circular. Whenever any event occurs which TransAtlantic has Knowledge of which should be set forth in an amendment or supplement to the preliminary Management Proxy Circular, TransAtlantic shall promptly inform Longfellow of such occurrence and file with the SEC, and/or mail to each TransAtlantic Shareholder such amendment or supplement.

3.5

TransAtlantic Support for the Purchase

(a)

the Committee has unanimously recommended approval of the completion of the Purchase and the Concurrent Financing by the Board of Directors;

(b)

the Valuation complies with all applicable requirements of Canadian Securities Law including MI 61-101, and TransAtlantic has provided a copy of the Valuation (which has not be altered or amended) to Longfellow;

(c)

the Financial Advisor has delivered the Fairness Opinion to the Board of Directors;

(d)

the Board of Directors has unanimously determined that the Purchase and the Concurrent Financing are in the best interests of TransAtlantic and the TransAtlantic Shareholders, subject to the abstention of Malone Mitchell, 3 ^rd and Matt McCann; and

(e)

the Board of Directors has unanimously approved this Agreement and the completion of the Concurrent Financing, subject to the abstention of Malone Mitchell, 3 ^rd and Matt McCann.

4.1

Pre-Emptive Right

(a)

pursuant to securities outstanding as of the date of this Agreement;

(b)

the issuance (or exercise) of options pursuant to the Corporation’s option plan;

(c)

in connection with the retention of employees;

(d)

in connection with the hiring of employees;

(e)

pursuant to the exercise of previously issued convertible securities or the Purchase Warrants;

(f)

the acquisition of another entity;

(g)

the issuance by the Corporation of securities to Longfellow, Riata or any Associate or Related Party of either of them; or

(h)

the issuance of Common Shares or warrants to purchase Common Shares in connection with a debt financing, reorganization or reincorporation of TransAtlantic;

4.2

Notice

4.3

Election

4.4

Closing

5.1

Corporate Standing

5.2

Power and Authority

5.3

Execution and Delivery

(a)

the Organizational Documents of TransAtlantic or its Subsidiaries;

(b)

the director or shareholder resolutions of TransAtlantic or its Subsidiaries that authorize the Purchase;

(c)

any applicable Legal Requirement;

(d)

any Order applicable to TransAtlantic or its Subsidiaries; or

(e)

any Contract to which TransAtlantic or its Subsidiaries is a party or by which TransAtlantic or its Subsidiaries or any of their assets or property is bound.

5.4

Corporate Records

5.5

No Defaults Under Legal Requirements

5.6

Compliance with Legal Requirements

5.7

Registrations

5.8

Subsidiaries

5.9

Partnerships or Joint Ventures

5.10

Disclosure

5.11

Information Provided

5.12

No Judgments, Lawsuits or Claims

5.13

No Transfer Restrictions

5.14

Securities Authorities

5.15

Issuance of Purchase Shares, Purchase Warrants and Warrant Shares

5.16

Encumbrances of Securities

5.17

Capitalization

(a)

there are no shares of TransAtlantic authorized or outstanding, and there are no subscriptions, options to purchase shares of TransAtlantic, conversion or exchange rights, warrants, preemptive rights or other agreements, claims or commitments of any nature whatsoever (whether firm or conditional) obligating TransAtlantic to issue, transfer, deliver to sell, or cause to be issued, transferred, delivered or sold, additional shares or other securities or interest of TransAtlantic or obligating TransAtlantic to grant, extend or enter into any such agreement or commitment; and

(b)

there currently are no registration rights or similar rights outstanding with respect to the Common Shares other than those granted pursuant to the existing registration rights agreement between TransAtlantic and Riata.

5.18

No Finder’s Fee

5.19

Taxes

(a)

TransAtlantic and each of its Subsidiaries has in a due and timely manner, filed all material reports and Tax Returns respecting Taxes and other fees, charges and levies of every nature and kind, and has duly, completely and correctly filed all information and data in connection therewith, required to be filed by it with any Governmental Body to whom TransAtlantic and each of its Subsidiaries and their business or assets are subject and all amounts shown on any Tax Returns (including, without limitation, any losses or balances available for future deductions) are true and correct;

(b)

TransAtlantic and its Subsidiaries have paid all Taxes and other fees, charges and levies, and any interest, penalties and fines in connection therewith, properly due and payable (including, without limitation, with respect to payments to employees and non-resident Persons), and have paid all of same in connection with all known assessments, reassessments and adjustments;

(c)

no other Taxes or other fees, charges or levies, nor any interest, penalties or fines have been claimed by any Governmental Body or are known to TransAtlantic to be due and owing by TransAtlantic or its Subsidiaries or are Threatened or known by TransAtlantic to be pending (including all tax installments) or by reason of the Purchase will become due and owing by TransAtlantic or its Subsidiaries, and there are no matters of dispute or under discussion with any Governmental Body, relating to Taxes or other fees, charges, levies, interest, penalties or fines asserted by such Governmental Body;

(d)

TransAtlantic and its Subsidiaries have withheld all amounts required to be withheld, including without limiting the generality of the foregoing, all amounts required to be withheld under any applicable U.S. Legal Requirement, the Income Tax Act (Canada), for employee deductions, employment insurance, the Canada Pension Plan and Goods and Services Tax payable under the Excise Tax Act (Canada) and any other amounts required by law to be withheld from any payments made to residents or non-residents and any of its officers, directors and employees, and have paid the same to the proper Governmental Body;

(e)

there are no agreements, waivers (including a waiver in respect of time within which a reassessment may be made by any Governmental Body) or other arrangements providing for any extension of time with respect to the filing of any Tax Returns by, or payment of any Taxes, governmental charge or deficiency against, TransAtlantic or its Subsidiaries or which provide for any extension of time within which a Governmental Body may assess, reassess or collect Taxes from TransAtlantic or its Subsidiaries;

(f)

there are no Proceedings, investigations or claims Threatened or, to TransAtlantic’s Knowledge, pending against TransAtlantic or its Subsidiaries in respect of Taxes, governmental charges or assessments, or any other matters under discussion with any Governmental Body relating to Taxes, charges or assessments asserted by any such Governmental Body; and

(g)

in each jurisdiction in which TransAtlantic and its Subsidiaries carry on business or are otherwise required to file Tax Returns, all liabilities for Taxes of TransAtlantic have been assessed by the relevant Governmental Body and notices of assessment have been issued by the relevant Governmental Body for all taxation years or periods ending on or before December 31, 2007.

5.20

Employee Commitments

5.21

Leases

5.22

Insider Debt

5.23

Powers of Attorney

5.24

Guarantees

5.25

Non-Arm’s Length Transactions

(a)

owns, directly or indirectly, any interest in (except for shares representing less than 10% of the outstanding shares of any class or series of shares of any company), or is an officer, director, employee or consultant of, any Person which is, or is engaged in business as, a material and principal competitor of TransAtlantic or its Subsidiaries or their business or a lessor, lessee, supplier, distributor, sales agent or customer of TransAtlantic or its Subsidiaries or their business;

(b)

owns, directly or indirectly, in whole or in part, any property that TransAtlantic or its Subsidiaries use in the operation of their business; or

(c)

has any cause of action or other claim whatsoever against TransAtlantic or its Subsidiaries in connection with their business.

5.26

No Defaults

5.27

Operating Permits and Licenses

5.28

Residency

5.29

Environmental

(a)

To TransAtlantic’s Knowledge, TransAtlantic and its Subsidiaries have been and are in compliance with all applicable Environmental Laws, Orders, directives and decisions rendered by any Governmental Body relating to the protection of the Environment, occupational health and safety or the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of any pollutants, contaminants, chemicals or industrial toxic or Hazardous Materials, Hazardous Activity, the failure to comply with which would have a material adverse effect on their business;

(b)

To TransAtlantic’s Knowledge, the real property, whether owned or leased, on which TransAtlantic or its Subsidiaries have carried, and now carry, on their business is free of all Environmental, Health, and Safety Liabilities, there are not any Hazardous Materials or Hazardous Activity stored in or on the real property, whether owned or leased, on which TransAtlantic has carried, or now carries, on its business, and TransAtlantic has not permitted the escape of any Hazardous Material on the real property, whether owned or leased, on which TransAtlantic or its Subsidiaries have carried, or now carry, on their business; and

(c)

There have been no Orders issued, environmental audits, evaluations, assessments or investigations conducted or other Proceedings taken or, to TransAtlantic’s Knowledge, Threatened against or relating to TransAtlantic, its Subsidiaries, their officers or directors, or their business or assets under any applicable Environmental Law.

5.30

Certain Payments

(a)

made any contribution, gift, bribe, rebate, payoff, influence payment, kickback, or other payment to any Person, private or public, regardless of form, whether in money, property, or services other than routine entertainment expenses (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or for special concessions already obtained, for or in respect of TransAtlantic or its Subsidiaries or any related party of TransAtlantic or its Subsidiaries, or (iv) in violation of any Legal Requirement; or

(b)

established or maintained any fund or asset that has not been recorded in the books and records of TransAtlantic or its Subsidiaries.

5.31

Financial Statements

(a)

TransAtlantic has delivered to Longfellow the audited balance sheets of TransAtlantic and the related audited statements of income and cash flows for the twelve-month periods ending December 31, 2006 and 2007 and the unaudited balance sheet of TransAtlantic and the related statements of income and cash flow for the six-month period ending June 30, 2008 (collectively, the “ TransAtlantic Financial Statements ”).

(b)

The TransAtlantic Financial Statements fairly present the financial condition and the results of operations of TransAtlantic as of the respective dates and for the periods referred to in such financial statements. The TransAtlantic Financial Statements reflect the consistent application of TransAtlantic’s accounting principles throughout the periods involved. No financial statements of any other Person are required by GAAP to be included in the TransAtlantic Financial Statements.

(c)

TransAtlantic has no material debt or liability of any kind whatsoever (whether accrued, contingent, absolute or otherwise) except for debt or liabilities incurred in the Ordinary Course of Business or as set forth in the balance sheet dated December 31, 2007.

5.32

No Material Adverse Change

5.33

Compliance with Securities Laws