COMPANY; PROVIDED THE SELLER SHALL PROCURE THAT THE
ORIGINALS OF THOSE DOCUMENTS ARE PROMPTLY DELIVERED TO SUCH PERSON AS THE
PURCHASER SHALL NOTIFY THE SELLER FOLLOWING THE CLOSING DATE;
(H)
CERTIFIED COPIES OF THE RESOLUTIONS AND MINUTES
OF THE COMPANY AND CERTIFIED EXTRACTS FROM THE CORPORATE REGISTERS OF THE
COMPANY, PROVIDED THAT THE SELLER SHALL PROCURE THAT THE ORIGINAL MINUTES BOOKS
AND CORPORATE REGISTERS OF THE COMPANY ARE PROMPTLY DELIVERED TO SUCH PERSON IN
THE CAYMAN ISLANDS AS THE PURCHASER SHALL NOTIFY THE SELLER FOLLOWING THE
CLOSING DATE;
(I)
COPIES OF ANY SHARE CERTIFICATES THAT HAVE
BEEN ISSUED IN RESPECT OF THE SHARES IF ANY OF THE SHARES ARE HELD IN
CERTIFICATED FORM, TOGETHER WITH A DECLARATION OF LOST CERTIFICATE; AND
(J)
OTHER DOCUMENTS, COMPUTER FILES OR RECORDS
IN THE POSSESSION OF THE SELLER RELATING TO THE COMPANY, PROVIDED THE SELLER
SHALL PROCURE THAT ANY REMAINING SUCH DOCUMENTS, COMPUTER FILES OR RECORDS ARE
PROMPTLY DELIVERED TO THE PURCHASER FOLLOWING THE CLOSING DATE; AND
(II)
THE PURCHASER SHALL PAY TO THE SELLER AN
AMOUNT EQUAL TO THE CLOSING PURCHASE PRICE BY WIRE TRANSFER OF IMMEDIATELY
AVAILABLE FUNDS TO THE SELLER'S ACCOUNT.
All matters at the Closing will be considered to take place simultaneously, and
no delivery of any document will be deemed complete until all transactions and
deliveries of documents required by this Agreement are completed, and title to
the Shares shall not be transferred and the Purchaser shall have no property
rights or interest in the Shares unless and until the Closing actually takes
place and the payment referenced in subsection 2.5(b)(ii) has been effectively
made.
2.6
EXPLORATION SUCCESS PAYMENTS.
(A)
SUBJECT TO THE REMAINING PROVISIONS OF THIS
SECTION 2.6, IF A COMMERCIAL DISCOVERY HAS OCCURRED, THE PURCHASER SHALL PAY TO
THE SELLER AN EXPLORATION SUCCESS PAYMENT IN RESPECT OF SUCH COMMERCIAL
DISCOVERY CALCULATED IN ACCORDANCE WITH SECTION 2.6(B) AND PAID IN ACCORDANCE
WITH SECTION 2.6(F) (EACH AN "EXPLORATION SUCCESS PAYMENT" AND COLLECTIVELY THE
"EXPLORATION SUCCESS PAYMENTS").
(B)
EACH EXPLORATION SUCCESS PAYMENT SHALL, IN
RESPECT OF THE COMMERCIAL DISCOVERY TO WHICH IT APPLIES, EQUAL RESERVES
MULTIPLIED BY $/BOE MULTIPLIED BY TDF MULTIPLIED BY COMPANY'S SHARE.
(C)
A "COMMERCIAL DISCOVERY" SHALL MEAN A
DISCOVERY THAT HAS CONTINGENT RESOURCES, AS DETERMINED BY THE INDEPENDENT
EXPERT, THAT ARE IN EXCESS OF THE AMOUNTS SET FORTH IN ANNEX B.
(D)
SUBJECT TO SECTION 2.8, THE PURCHASER SHALL
PROVIDE PROMPT WRITTEN NOTICE TO THE SELLER:
16
(I)
UPON THE COMMENCEMENT OF THE SPUDDING OF
AN EXPLORATION WELL IN ANY OF THE LICENCES IN THE PERIOD COMMENCING ON THE
CLOSING DATE AND CONCLUDING AT THE END OF YEAR 4; AND
(II)
FOLLOWING ANY MATERIAL DEVELOPMENTS WITH
RESPECT THERETO.
(E)
THE PURCHASER SHALL INSTRUCT THE INDEPENDENT
EXPERT TO COMPLETE ITS EVALUATION OF THE CONTINGENT RESOURCES AND THE RESERVES
WITHIN TWELVE (12) WEEKS OF RECEIVING THE DATA PERTAINING TO EACH SUCCESSFUL
EXPLORATION WELL, AND THE PURCHASER SHALL PROVIDE PROMPT NOTICE TO THE SELLER
UPON SUCH INSTRUCTION.
THE FEES OF THE INDEPENDENT EXPERT APPOINTED PURSUANT TO
SECTION 2.6(E)