ARTICLES AND
SECTIONS SHALL BE DEEMED REFERENCES TO ARTICLES AND SECTIONS OF THIS AGREEMENT
UNLESS THE CONTEXT SHALL OTHERWISE REQUIRE.
THE DESCRIPTIVE HEADINGS TO
ARTICLES AND SECTIONS ARE INSERTED FOR CONVENIENCE ONLY, AND SHALL HAVE NO LEGAL
EFFECT.
(B)
WHEN CALCULATING THE PERIOD OF TIME WITHIN
WHICH OR FOLLOWING WHICH ANY ACT IS TO BE DONE OR STEP TAKEN, THE DATE WHICH IS
THE REFERENCE DAY IN CALCULATING SUCH PERIOD SHALL BE EXCLUDED AND IF THE LAST
DAY OF SUCH PERIOD IS NOT A BUSINESS DAY, THE PERIOD SHALL END ON THE NEXT DAY
WHICH IS A BUSINESS DAY.
(C)
THE FOLLOWING RULES OF INTERPRETATION SHALL
APPLY UNLESS THE CONTEXT SHALL REQUIRE OTHERWISE:
(I)
DEFINITIONS USED IN THIS AGREEMENT SHALL
APPLY EQUALLY TO BOTH THE SINGULAR AND PLURAL FORMS OF THE TERMS DEFINED.
(II)
WHENEVER USED IN THIS AGREEMENT:
(A)
THE WORDS "INCLUDE", "INCLUDES" AND "INCLUDING"
SHALL BE DEEMED TO BE FOLLOWED BY THE PHRASE "WITHOUT LIMITATION"; AND
(B)
THE WORDS "HEREOF", "HEREIN" AND SIMILAR WORDS
SHALL BE CONSTRUED AS REFERENCES TO THIS AGREEMENT AS A WHOLE AND NOT JUST TO
THE PARTICULAR SECTION OR SUBSECTION IN WHICH THE REFERENCE APPEARS.
(III)
A REFERENCE TO A SPECIFIC TIME OF DAY SHALL
BE TO LOCAL TIME IN PARIS, FRANCE.
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(IV)
A REFERENCE TO ANY PARTY TO THIS AGREEMENT OR
ANY PARTY TO ANY OTHER AGREEMENT OR DOCUMENT INCLUDES SUCH PARTY OR PARTY'S
SUCCESSORS AND PERMITTED ASSIGNS.
(V)
THE WORD "OR" SHALL HAVE A DISJUNCTIVE AND
NOT ALTERNATIVE MEANING (I.E., WHERE TWO ITEMS OR QUALITIES ARE SEPARATED BY THE
WORD "OR", THE EXISTENCE OF ONE ITEM OR QUALITY SHALL NOT BE DEEMED TO BE
EXCLUSIVE OF THE EXISTENCE OF THE OTHER).
(VI)
THE HEADINGS USED IN THIS AGREEMENT ARE
INSERTED FOR CONVENIENCE ONLY AND SHALL NOT AFFECT THE CONSTRUCTION OF THIS
AGREEMENT.
(VII)
ANY REFERENCE IN THIS AGREEMENT TO A HYDROCARBON
AGREEMENT (OR ANY AGREEMENT ENTERED INTO PURSUANT TO A HYDROCARBON AGREEMENT)
SHALL BE DEEMED TO INCLUDE ANY VARIATION, MODIFICATION, EXTENSION, RENEWAL OR
RE-ENACTMENT OF SUCH HYDROCARBON AGREEMENT OR AGREEMENT.
(VIII)
REFERENCE TO ANY LAW INCLUDES A REFERENCE TO THAT
LAW PROVISION AS FROM TIME TO TIME MODIFIED OR RE-ENACTED.
ARTICLE II
PURCHASE AND SALE OF THE SHARES
2.1
AGREEMENT TO PURCHASE AND TO SELL THE SHARES.
UPON THE TERMS SET FORTH
IN THIS AGREEMENT, AT THE CLOSING:
(A)
THE PURCHASER SHALL PURCHASE FROM THE
SELLER; AND
(B)
THE SELLER SHALL SELL AND DELIVER TO THE
PURCHASER,
THE SHARES FREE AND CLEAR OF ALL ENCUMBRANCES TOGETHER WITH ALL RIGHTS AND
BENEFITS NOW AND HEREAFTER ATTACHING THERETO.
2.2
CONSIDERATION FOR THE SHARES.
THE AGGREGATE CONSIDERATION TO BE PAID
FOR THE SHARES SHALL BE:
(A)
SEVEN MILLION AND FIVE HUNDRED THOUSAND
DOLLARS ($7,500,000) TO BE PAID ON THE CLOSING DATE IN CASH (THE "BASE PURCHASE
PRICE"), SUBJECT TO ADJUSTMENTS PURSUANT TO AND IN ACCORDANCE WITH SECTION 2.3
(THE BASE PURCHASE PRICE, AFTER GIVING EFFECT TO ANY SUCH ADJUSTMENT, THE
"CLOSING PURCHASE PRICE");
(B)
ALL EXPLORATION SUCCESS PAYMENTS (IF ANY)
THAT BECOME PAYABLE