sale and purchase agreement

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sale and purchase agreement

________________________________________

SALE AND PURCHASE AGREEMENT

________________________________________

BY AND BETWEEN

GREENFIELDS PETROLEUM (INDONESIA) COMPANY, LIMITED

AND

APEC INDONESIA LIMITED

April 14, 2009


TABLE OF CONTENTS

1. DEFINITIONS ................................................................................................................................. 2

2. INTERPRETATION ......................................................................................................................... 6

3. SALE AND PURCHASE OF THE SHARES .................................................................................. 6

4. CONDITIONS PRECEDENT .......................................................................................................... 7

5. PRE-COMPLETION COVENANTS ................................................................................................ 8

6. COMPLETION AND POST-COMPLETION ................................................................................. 10

7. TRANSITION ................................................................................................................................ 13

8. SELLER WARRANTIES, UNDERTAKINGS AND DISCLOSURES ........................................... 14

9. BUYER WARRANTIES AND UNDERTAKINGS ......................................................................... 20

10. TERMINATION ............................................................................................................................. 22

11. INDEMNITY AND LIMITATION .................................................................................................... 22

12. PUBLIC ANNOUNCEMENTS; CONFIDENTIALITY ................................................................... 26

13. NOTICES ...................................................................................................................................... 27

14. ASSIGNMENTS ............................................................................................................................ 28

15. GOVERNING LAW AND DISPUTE RESOLUTION ..................................................................... 28

16. GENERAL ..................................................................................................................................... 29

17. WHOLE AGREEMENT ................................................................................................................. 30

SCHEDULES

SCHEDULE 1 MATERIAL CONTRACTS ........................................ behind Error! Bookmark not defined.

SCHEDULE 2 DESCRIPTION OF COMPANIES .......................................................................... behind 31

SCHEDULE 3 COMPLETION STATEMENT…………………………………………………………..behind 34

Page

SCHEDULE 4 DEFERRED PAYMENT AGREEMENT…………………………………………….....behind 35

SCHEDULE 5 CONSULTING SERVICES AGREEMENT…………………………………………..behind 36

SCHEDULE 6 ASIA PACIFIC EXPLORATION CONSOLIDATED LETTER……….……………..behind 37

SCHEDULE 7 OPERATOR’S (BMIC’S) STATUS OF PARTNER ACCOUNTS………….……….behind 40

SCHEDULE 8 PT. RADIANT RAMOK SENABING CORRESPONDENCE………..……………..behind 41

SCHEDULE 9 DORATO CORRESPONDENCE…………………………………………….………..behind 42


THIS AGREEMENT (this "Agreement") is executed this 14 day of April, 2009, by and

between:

(1) Greenfields Petroleum (Indonesia) Company Ltd., a company organized and

existing under the laws of the British Virgin Islands, having its principal office at c/o

Greenfields Petroleum LLC, 12707 N. Freeway, Suite 425, Houston, TX 77060

(hereinafter referred to as “Seller”);

(2) APEC Indonesia Limited, a company organized and existing under the laws of the

Cayman Islands, having its principal office at 675 Bering Drive, Suite 860 Houston,

TX 77057 (hereinafter referred to as “Buyer”).

(Seller and Buyer are referred to individually as a “Party” and collectively as the “Parties”.)

WHEREAS:

(A) Seller owns all the issued share capital of Greenfields Petroleum (Lahat) Company, a

company organized and existing under the laws of the Cayman Islands (the

“Company”):

(B) The Company owns all the issued share capital in Bunga Mas International Company

(“BMIC”), a company organized and existing under the laws of the Cayman Islands;

(C) BMIC holds a fifty-one percent (51%) Participating Interest in the Production Sharing

Contract between PT. Bunga Mas Energi (“BME”) and Badan Pelaksana Kegiatan

Usaha Hulu Minyak Dan Gas Bumi (“BPMIGAS”), covering the Bunga Mas Contract

Area, dated October 7, 2005 (“PSC”);

(D) Buyer desires to purchase, and Seller desires to sell to Buyer, all of the issued share

capital of the Company (the “Shares”) upon the terms and subject to the conditions

contained herein.

NOW THEREFORE, it is agreed as follows:

1. DEFINITIONS

In this Agreement:

“AAA” has the meaning set forth in Article 15.3.

“Action” means any claim, action, litigation, suit, arbitration, mediation, proceeding,

audit, investigation, or other legal or administrative proceeding.

“Affiliate” means, as to the Person specified, any Person controlling, controlled by or

under common control with such specified Person. For purposes of this definition, the

term “control” or derivatives thereof means the possession by any Person or group of

Persons who are Affiliates of each other of the direct or indirect power to vote more than

fifty percent (50%) of the voting stock (other than directors qualifying shares or other de

minimis holdings required by Applicable Law to be held by other Persons) of a Person;

and the term “voting stock” means shares or capital stock issued by a corporation, or

the equivalent interests in any other Person, the holders of which are ordinarily, in the

absence of contingencies, entitled to vote for the election of directors (or persons

performing similar functions) of such Person, even though the right to so vote has been

suspended by the occurrence of such a contingency.

“Anadarko” means Anadarko Offshore Holding Company, LLC.


“Applicable Law” means any applicable constitutional provision, statute, law,

regulation, rule, code, legally binding and enforceable decree, injunction, order,

ruling, assessment or writ issued by a Governmental Authority or other requirement

or rule of law (including any official elucidation of the foregoing) enacted or adopted

by a Governmental Authority.

“Back-Stop Date” means April 30, 2009.

“BME” has the meaning set forth in Recital C.

“BMIC” has the meaning set forth in Recital B.

“BPMIGAS” has the meaning set forth in Recital C.

“Business Day” means a day (excluding Saturdays) on which banks generally are

open in Jakarta, Indonesia, and Houston, Texas, as the context requires, for the

transaction of normal banking business.

“Buyer” has the meaning set forth in the Preamble.

“Buyer Indemnified Persons” has the meaning set forth in Article 11.2.2.

“Buyer Liabilities” has the meaning set forth in Article 11.1.2.

“Claim” means a claim for any breach or alleged breach of any of the provisions in

the Agreement.

“Completion” means completion of the transactions contemplated under this

Agreement on or before the Completion Date.

“Completion Date” has the meaning set forth in Article 6.1.

“Completion Statement” means the completion statement in Schedule 3.

“Company” has the meaning set forth in Recital A.

“Conditions” has the meaning set forth in Article 4.1.

“Confidential Information” means all aspects and terms of the transaction

contemplated by this Agreement and all information and data in whatever form

(including written, oral or electronic) related thereto received by a Party to this

Agreement from another Party to this Agreement.

“Consequential Loss” means any indirect or consequential loss, provided, however,

that “Consequential Loss” shall not include any actual damage directly resulting

from the breach of a representation, warranty, covenant, agreement or other

undertaking under this Agreement.

“Consideration” means the purchase price for the Shares as provided in Article 6.2.

“Consulting Services Agreement” or “CSA” has the meaning set forth in Article

7.1.

“Covered Obligations” means any and all debts, losses, liabilities, duties, fines,

damages, claims, Taxes, costs and expenses (including those arising out of any

demand, assessment, settlement, judgment or compromise relating to any actual or

threatened Action and any court costs, reasonable fees and expenses of expert

witnesses, reasonable investigative expenses, reasonable fees and disbursements of

legal counsel and other reasonable legal and investigative fees and expenses


incurred in investigating, preparing or defending any action), matured or unmatured,

absolute or contingent, accrued or unaccrued, liquidated or unliquidated, known or

unknown, including any of the foregoing arising under, out of or in connection with

any Action, any award of any arbitrator, or any Applicable Law, contract, commitment

or undertaking.

“Damages” has the meaning set forth in Article 11.4.

“Day” means a calendar day.

“Deep Commitment Well” has the meaning set forth in Schedule 6 of the PA.

“Deferred Payment Agreement” or “DPA” means the document attached as

Schedule 4.

“Dispute” has the meaning set forth in Article 15.2.

“Dorato” means Dorato Fiore Pacifico Ltd.

“Dorato Deep Well Promote” has the meaning set forth in Article 8.4.1.

“Down Payment” has the meaning set forth in Article 5.1.

“Effective Date” means as of 11:59 p.m. local time in Jakarta, Indonesia on

December 31, 2008.

“Encumbrance” means any security agreement, mortgage, lien, pledge,

hypothecation, purchase option, call, warrant, preemptive right, convertible security,

voting trust, proxy or similar right with respect to securities, encumbrance, charge

(fixed or floating), right to acquire, assignment by way of security, trust arrangement

for the purpose of providing security or any other security interest of any kind,

including retention arrangements and any agreement or commitment to give or create

any of the foregoing.

“Exclusive Remedies” shall have the meaning set forth in Article 11.3.

“Governmental Authority” means any government entity, agency, bureau, board

commission, court, department, ministry, other governmental authority or

instrumentality of any government, or any other entity exercising executive,

legislative, judicial, regulatory or administrative functions of or pertaining to

government, whether national, provincial, territorial or local, domestic or foreign, that

has, in each case, jurisdiction over the matter in question.

“Greenfields” means Greenfields Petroleum, LLC.

“Indemnified Person” means a Buyer Indemnified Person or a Seller Indemnified

Person.

“Interim Costs” shall have the meaning set forth in Article 6.2(b).

“JOA” means the Joint Operating Agreement between BMIC, BME and Dorato Fiore

Pacifico Ltd. dated October 9, 2006 relating to the PSC.

“Material Adverse Effect” means a material and adverse effect on (a) the capacity or

financial condition of the Party making the representation or warranty herein that is

qualified by the requirement of a Material Adverse Effect; (b) the transaction that is

the subject of such a representation; or (c) the ability of Seller to transfer the Shares

pursuant to this Agreement.

“Material Contracts” means the contracts listed in Schedule 1.


“PA” means the Participation Agreement dated September 27, 2007, by an between

BMIC and Dorato.

“Participating Interest” means the interest held by the Contractor in the PSC, and

unless otherwise provided in the PSC or in the JOA, the parties’ respective interests

represent the proportion of exploration and production costs each party will bear and

the proportion of production each party will receive.

“Party” or “Parties” has the meaning set forth in the Preamble, which include, subject

to Article 14, the successors or assigns (immediate or otherwise) of that Party.

“Person” means any individual, any Governmental Authority, or any private or

governmental enterprise, corporation, limited liability company, association, company,

partnership, trust, estate, unincorporated organization or other entity or organization.

“PSC” has the meaning set forth in Recital C.

”Refund Event” has the meaning set forth in Article 5.1.

“Reserve Amount” has the meaning set forth in Article 6.6.

“Seller” means Greenfields Petroleum (Indonesia) Company Ltd., a company

organized and existing under the laws of the British Virgin Islands, having its principal

office at c/o Greenfields Petroleum LLC, 12707 N. Freeway, Suite 425, Houston, TX

77060.

“Seller’s Account” means bank account number 754591402 with J.P. Morgan Chase

Bank, N.A. in the name of the Seller with ABA number 021000021 and SWIFT Code

CHASUS33.

“Seller Indemnified Persons” has the meaning set forth in Article 11.1.2.

“Seller Liabilities” has the meaning set forth in Article 11.2.1.

“Shares” has the meaning set forth in Recital D.

“Side Letter” means the letter executed by Asia Pacific Exploration Consolidated in

the form of Schedule 6, in which Asia Pacific Exploration Consolidated agrees to

make available funds to Buyer under the DPA should Buyer default thereunder.

“Signature Date” means the date of signature indicated in the preamble of this

Agreement.

“Tax” or “Taxes” means any tax and any duty, contribution, impost, withholding, levy

or charge in the nature of tax, imposed by any local, municipal, governmental, state,

federal or other body and any fine, penalty, surcharge or interest connected therewith

and includes (without limitation) corporation tax, advance corporation tax, income tax

(including income tax required to be deducted or withheld from or accounted for in

respect of any payment), national insurance and social security contributions, capital

gains tax, inheritance tax, value added tax, customs excise and import duties, stamp

duty, stamp duty reserve tax, capital duty, real estate transfer taxes, insurance

premium tax, air passenger duty, rates and water rates, land fill tax, petroleum

revenue tax, advance petroleum revenue tax, gas levy and any other payment

whatsoever and however denominated that any Person is or may be or become

bound to make to any Person and that is or purports to be in the nature of taxation, in

each case together with any interest, penalties, or additions to tax that may become

payable in respect thereof.


“Warranties” means (i) in the case of Seller, the representations, warranties and

undertakings contained or referred to in Article 8, and (ii) in the case of Buyer, the

representations and warranties contained or referred to in Article 9.

“Work Program and Budgets” has the meaning set forth in the JOA.

2. INTERPRETATION

2.1 Conflicts

In the event of a conflict between the terms of this Agreement and the terms

of the JOA, as between the Parties the terms of this Agreement shall prevail.

2.2 In this Agreement:

2.2.1 No consideration shall be given or presumption made, on the basis of

who drafted this Agreement or any particular provision hereof or who

supplied the form of this Agreement, and each Party agrees that this

Agreement has been purposefully drawn and correctly reflects its

understanding of the transaction that this Agreement contemplates;

2.2.2 Examples shall not be construed to limit, expressly or by implication,

the matter they illustrate;

2.2.3 The word “includes” and its derivatives means “includes, but is not

limited to” and corresponding derivative expressions;

2.2.4 The words “shall” and “will” have equal force and effect;

2.2.5 The definitions of words in the singular, where the context so permits,

also apply to such words when used in the plural and vice versa;

2.2.6 The terms “hereof,” “herein,” “herewith,” and “hereunder” and words

of similar import shall, unless otherwise stated, be construed to refer

to this Agreement as a whole and not to any particular provision of

this Agreement;

2.2.7 The term “warrants” includes the term “represents” and derivatives

thereof, and vice versa;

2.2.8 Unless the contrary intention appears, a reference to a Preamble,

Recital, Article, or Schedule is a reference to a Preamble, Recital, or

Article of, or Schedule to, this Agreement;

2.2.9 The Schedules form part of this Agreement;

2.2.10 The headings in this Agreement do not affect its interpretation; and

2.2.11 Any initially capitalized terms used and not defined in this Agreement

shall be as defined in the JOA.

3. SALE AND PURCHASE OF THE SHARES

3.1 Upon the terms and subject to the conditions herein, Seller will sell and Buyer

will purchase the Shares on the Completion Date.

3.2 The Shares shall be sold free and clear of all Encumbrances and shall be

sold together with all rights attributable or attaching to them from the

Completion Date.


3.3 The Consideration for the sale of the Shares shall be paid by Buyer to Seller

or any of Seller’s designated Person in accordance with Article 6.2.

4. CONDITIONS PRECEDENT

4.1 Completion is conditional on the following conditions precedent:

4.1.1 Conditions to Seller’s Completion Obligations. The obligation of

Seller to proceed with Completion is subject to the fulfillment (or

express written waiver by Seller), on or prior to the Completion Date,

of all of the following conditions:

(a) Board Approval. The Board of Directors of the Seller having

approved the terms of this Agreement, the DPA and the

CSA;

(b) Representations, Warranties and Covenants. The (i)

representations and warranties of Buyer contained in Article

9 shall be true and correct in all material respects on the

Completion Date, and (ii) covenants and agreements of

Buyer to be performed or complied with on or before the

Completion Date in accordance with this Agreement shall

have been duly performed or complied with in all material

respects.

(c) Completion Documents. Seller shall have received all

agreements, instruments, and other documents required to

be delivered by Buyer pursuant to Articles 6.1.2.

(d) No Action. No Action (excluding any such matter initiated by

Seller, any of its Affiliates or any of its or their shareholders)

shall be pending or threatened before any court or

governmental agency or body of competent jurisdiction

seeking to enjoin or restrain the consummation of the

Completion or to recover damages from Buyer or any Affiliate

of Buyer in an amount that, if awarded, would materially

affect Buyer’s ability to perform its obligations under this

Agreement.

(e) Evidence of Financial Capability. Buyer shall have provided

evidence or Security (as that term is defined in the JOA)

reasonably satisfactory to the other parties in the JOA

pursuant to Article 13.3 of the JOA that following Completion

and as a result of the Change in Control, BMIC will continue

to have the financial capability to satisfy its payment

obligations under the PSC and the JOA.

4.1.2 Conditions to Buyer’s Completion Obligations. The obligation of

Buyer to proceed with Completion is subject to the fulfillment (or

express written waiver by Buyer), on or prior to the Completion Date,

of all of the following conditions:

(a) Board Approval. The Advisory Board of the Buyer having

approved the terms of this Agreement, the DPA and the

CSA;

(b) Representations, Warranties and Covenants. The (i)

representations and warranties of Seller contained in Article

8 shall be true and correct in all material respects on the

Completion Date, and (ii) covenants and agreements of


Seller to be performed or complied with on or before the

Completion Date in accordance with this Agreement shall

have been duly performed or complied with in all material

respects.

(c) Completion Documents. Buyer shall have received all

agreements, instruments and other documents required to be

delivered by Seller pursuant to Article 6.1.1.

(d) No Action. No Action (excluding any such matter initiated by

Buyer, any of its Affiliates or its or their shareholders) shall

be pending or threatened before any court or governmental

agency or body of competent jurisdiction seeking to enjoin or

restrain the consummation of Completion or to recover

damages from Seller, the Company or BMIC in an amount

that, if awarded, would materially affect (i) the ability of Seller

to perform its obligations under this Agreement, (ii) the value

of the Shares or BMIC, or (iii) the rights of BMIC under the

PSC or the ability of BMIC to perform its obligations under

the PSC.

(e) Employment Contracts. The employment contracts of Anand

Marphatia and Peter van den Heuvel being assigned to

BMIC with effect from April 15, 2009; provided, however, that

the Seller will remain responsible for 1/3 ($40,000) of the

bonus due to Peter van den Heuvel under Article 4.2 of his

employment contract.

(collectively, Articles 4.1.1 and 4.1.2 being the “Conditions”).

4.2 Without being obligated to waive or release their respective rights under the

express provisions of this Agreement, Buyer and Seller shall use their

reasonable endeavors to procure that the Conditions are satisfied and

Completion takes place on or before the Back-Stop Date.

5. PRE-COMPLETION COVENANTS

5.1 Buyer will pay to Seller a down payment amount of five hundred thousand

U.S. dollars ($500,000) (“Down Payment”), by wire transfer to the Seller’s

Account on Signature Date. At Completion, the Down Payment will be

deducted from the amount due to be paid by Buyer to Seller under Article 6.2.

If Completion does not occur, Seller will refund the Down Payment to Buyer

only if Completion does not occur due to one of the following events

(hereinafter “Refund Event”):

a. If the Agreement is terminated:

i. By mutual agreement of the Parties in accordance with

Article 10.1.1;

ii. In accordance with Article 10.2.2;

iii By Buyer if there has been a breach of any representation,

warranty, covenant or agreement on the part of Seller set

forth in this Agreement, which breach (i) would, if uncured,

cause the Conditions set forth in Article 4.1.2 not to be

satisfied prior to the Back-Stop Date and (ii) has not been

cured by the Seller prior to the Back-Stop Date following no

less than five (5) Business Days notice of such breach from

the Buyer;


or

b. If Seller refuses to proceed to Completion by the Back-Stop Date,

notwithstanding the fulfillment of the Conditions to Seller’s

Completion Obligations as set forth in Article 4.1.1.

In the event of a Refund Event, Seller will refund the Down Payment to Buyer

no later than sixty days after the date of the Refund Event.

5.2 Until Completion or the termination of this Agreement, Seller will not take, or

permit any investment banker, financial advisor, attorney, accountant or other

Person retained by or acting for or on its behalf for such purpose to take,

directly or indirectly, any action to initiate, assist, solicit, negotiate,

encourage, entertain or accept any offer from any Person (a) to reach any

agreement (whether or not such agreement is absolute, revocable,

contingent or conditional) for, or otherwise attempt to consummate, the direct

or indirect sale or other transfer of any interest in any or all of the Shares to

any Person other than Buyer or Buyer’s assignee or designee hereunder, or

(b) to furnish or cause to be furnished any information with respect to the

Shares or PSC to any Person for the purpose of soliciting offers for the direct

or indirect acquisition of any interest in any or all of the Shares.

5.3 With respect to general corporate activities, Seller undertakes that it will

cause the Company and BMIC not to do any of the following prior to

Completion, without the prior written consent of the Buyer:

5.3.1 Amend their organizational or formation documents;

5.3.2 Issue, redeem or otherwise acquire any shares of their capital stock

or issue any option, warrant or right relating to their capital stock or

any securities convertible into or exchangeable for any shares of

capital stock or declare or pay any dividend (whether in cash, stock,

property, or any combination thereof), or declare or pay any stocksplit;

5.3.3 Incur or assume any liabilities, obligations or indebtedness for

borrowed money, or guarantee any such liabilities, obligations or

indebtedness, other than accounts payable incurred in the ordinary

course of business consistent with past practices or in accordance

with the Work Program and Budgets;

5.3.4 Make an equity investment in any other Person;

5.3.5 Acquire by merging or consolidating with, or by purchasing a

substantial portion of the assets of any business or any corporation,

partnership, association or other business organization or division

thereof; or otherwise acquire any assets for an amount greater than

ten thousand U.S. Dollars (US$ 10,000), or which are material,

individually or in the aggregate, to the Company or BMIC respectively

taken as a whole;

5.3.6 Enter into any lease of real property or any renewals of existing

leases, other than in the ordinary course of business;

5.3.7 Except as in the ordinary course of business, enter into any

settlement of any material issue with respect to any assessment or

audit or other administrative or judicial proceeding with respect to

Taxes;

5.3.8 Make any loan to any Person;


5.3.9 Change the juridical residence;

5.3.10 Enter into any contract or agreement with a value or commitment

exceeding twenty thousand U.S. Dollars (US$ 20,000);

5.3.11 Initiate any administrative proceedings or litigation, undertake the

defense of any administrative proceedings or litigation or agree to

any settlement of any administrative proceedings or litigation

affecting the Shares or the PSC;

5.3.12 Subject to Article 4.1.2(e), maintain and keep the Material Contracts

in full force and effect in all material respects. Except to the extent

required by the Material Contracts or Applicable Law, not enter into

any new Material Contract or assign, terminate, amend or waive, in

any material respect, any Material Contract;

5.3.13 Agree to do any of the foregoing.

Buyer’s approval of any action restricted by this Article 5.3 shall not be

unreasonably withheld and shall be considered granted within five (5)

Business Days of written notice to Buyer requesting such consent unless

Buyer notifies Seller to the contrary during that period.

6. COMPLETION AND POST-COMPLETION

6.1 Completion shall take place in the offices of Greenfields in Houston, Texas,

as soon as possible following satisfaction (or waiver) of each of the

Conditions in accordance with Article 4 or at such other location and date as

Seller and Buyer may agree (“Completion Date”).

6.1.1 At Completion, Seller will deliver, or procure the delivery of, the

following to Buyer:

(a) A certificate dated as of the Completion Date, executed on

behalf of Seller, confirming that the conditions set forth in

Articles 4.1.2(b), and 4.1.2(d) have been satisfied or are

otherwise true and correct;

(b) Original or a copy of the resolutions of the board of directors

and shareholders of Seller authorizing (i) the execution of

this Agreement, the DPA and CSA, and (ii) the transfer of

Shares to Buyer;

(c) Originals or copies of the resignation letters of all directors

and officers of the Company and BMIC, including a waiver as

to all rights such directors and officers may have against the

Company and/or BMIC in relation to such resignation;

(d) An executed transfer in favor of Buyer or its nominee(s) of

the Shares and the share certificates representing the

Shares;

(e) Original or a copy of the resolutions of the board of directors

of the Company (i) approving the transfer and registration of

the Shares to Buyer, and (ii) accepting the resignations of the

officers and directors provided thereunder;

(f) Original or a copy of the Shareholder resolutions of the

Company stating its intention to assign the Shares to Buyer


and approving (i) the appointment as director(s) of the

Company such person(s) as Buyer shall notify Seller in

writing; (ii) the change of the name of the Company to such

name as Buyer shall notify Seller in writing;

(g) Original or a copy of the Shareholder resolutions of BMIC

approving the appointment as director(s) of BMIC such

person(s) as Buyer shall notify Seller in writing;

(h) In respect of each of the Company and BMIC, the certificate

of incorporation, common seal, share register or ledger and

share certificate book (with any unissued share certificates)

and all minute books and other statutory books (which shall

be written up to but not include Completion);

(i) In respect of each of the Company and BMIC, certificates of

good standing effective as of Completion Date;

(j) Balance sheets reflecting the financial condition of the

Company and BMIC as of the Effective Date;

(k) A schedule, in the form of Schedule 2, containing such

information with respect to the Company and BMIC;

(l) A Completion Statement executed by Seller, in the form of

Schedule 3, providing the amount of payment to Seller under

Article 6.2 and documents exchanged by the Parties

pursuant to Article 6.1;

m) A Deferred Payment Agreement executed by Buyer and

Seller in the form of Schedule 4;

(n) A Consulting Services Agreement executed by Buyer and

Greenfields (or an affiliate thereof) in the form of Schedule 5;

and

(o) A confirmation as to whether or not that PT Bunga Mas

Energi has delivered a notice to BMIC pursuant to Article 8.2

of the JOA.

(p) An executed confidentiality agreement between the Buyer

and the Seller in the form approved by MIGAS.

(q) Completed FCPA questionnaires in respect of the Company

and BMIC supplied by the Buyer for the period post May 13,

2008.

(r) Share certificate representing ownership of BMIC by

Company.

6.1.2 At Completion, Buyer will deliver, or procure the delivery of, the

following to Seller:

(a) A certificate dated as of the Completion Date, executed on

behalf of Buyer by a duly authorized officer of Buyer, to the

effect that the Conditions set forth in Articles 4.1.1(b), and

4.1.1(d) have been and remain satisfied or are otherwise true

and correct.


(b) Original or a copy of the resolutions of the board of directors

(or a duly constituted Advisory Board) of Buyer authorizing

the execution of this Agreement, the DPA and CSA, and the

assumption of the Shares.

(c) A Completion Statement executed by Buyer, in the form of

Schedule 3, providing the amount of payment to Seller under

Article 6.2 and documents exchanged by the Parties

pursuant to Article 6.1.

(d) A Deferred Payment Agreement executed by Buyer and

Seller in the form of Schedule 4.

(e) A Consulting Services Agreement executed by Buyer and

Greenfields (or an affiliate thereof) in the form of Schedule 5.

(f) A Side Letter executed by Asia Pacific Exploration

Consolidated in the form of Schedule 6.

(g) Certificate of good standing in respect of Buyer effective as

of Completion Date.

6.2 Upon satisfaction or written waiver of all Conditions and receipt by Buyer of

all items set out in Article 4.1.1, Buyer will pay to Seller or its designated

Person on the day of Completion, by wire transfer to the Seller’s Account, the

amount of five million two hundred thousand U.S. Dollars (US$ 5,200,000),

reduced by $200,000 representing a settlement for all cost recovery

discrepancies for the period prior to Completion, less the Down Payment.

This amount shall be adjusted (increased) by:

(a) Seller’s net cash overfunded position (through Company) in BMIC at

the Effective Date, which amount is estimated to be $62,876, as

shown in Operator’s (BMIC’s) Status of Partner Accounts (Schedule

7); and

(b) Any costs that Seller has paid or incurred on behalf of, or has

invested in or paid to, Company or BMIC since the Effective Date

(“Interim Costs”), which amount is estimated as of March 31, 2009, to

be $503,496, and includes, but is not limited to, the BMIC cash call

paid at the end of February 2009, and the overhead credit for

February due to Greenfields. This amount will be increased by any

additional cash outlays funded into BMIC by Seller, including its net

share of cash calls and credits for overhead and TSA (technical

services abroad) charges by BMIC from the end of February 2009 up

till the Completion Date. These costs will be set forth in a statement

to be provided at Completion with supporting detail. Seller will

procure that BMIC submits these expenses to BPMIGAS as

Operating Costs in accordance with the terms of the PSC; but Seller

makes no representations as to BPMIGAS’ position with regard to the

cost recovery of such amounts;

which amounts will be reflected in the Closing Statement.

6.3 To the extent that the Interim Costs have not been finally determined at the

Completion Date, Seller will within forty-five (45) days following the

Completion Date provide Buyer with a statement setting out all adjustments

to the Interim Costs statement provided by Seller at Completion. In the event

that Buyer disagrees with such statement, the Parties shall use reasonable

endeavors to agree on the final statement of the Interim Costs no later than

sixty (60) Days after the Completion Date. In the event that the Parties


cannot reach an agreement within such period of time, either Party may refer

the matter to an internationally recognized independent public accounting

firm for review and final determination. The accounting firm’s determination

shall be made within thirty (30) Days after submission of the matter and shall

be final and binding on both Parties, without right of appeal.

6.4 Within thirty (30) Days after the earlier of (1) Buyer’s notification to Seller of

its agreement to the adjustment of Interim Costs statement in Article 6.3, or

(2) the accounting firm’s final determination pursuant to Clause 6.3, either

Buyer shall pay to Seller by wire transfer to an account designated by Seller

any agreed or determined (as the case may be) additional Interim Costs

exceeding the amount paid by Buyer at Completion, or Seller shall pay to

Buyer by wire transfer to an account designated by Buyer any agreed or

determined (as the case may be) excess Interim Costs which were paid by

Buyer to Seller at Completion .

6.5 If Completion has not occurred due to any Party’s refusal to complete or

failure to use its reasonable endeavors to cause any of its respective

Conditions to be fulfilled, the other Party shall be entitled to enforce such

Party’s obligations under this Agreement by specific performance.

6.6 With reference to the disclosure made in Article 8.4.1 relating to the Dorato

Deep Well Promote, the amount of US$437,000 for each of two Deep

Commitment Wells (currently the Bakung-1 and the Phinisi-1 wells), for a

total of US $874,000, (“Reserve Amount”) will be retained by the Buyer out of

the amount due under Article 6.2. The Reserve Amount as to each Deep

Commitment Well will be paid to Seller within thirty (30) days of the first to

occur of the following (prorated as to each well):

7. TRANSITION

(a) Written acknowledgement by Dorato that Dorato will pay the Deep

Well Promote in respect of the Bakung-1 or Phinisi-1 well or any

agreed substitute Deep Commitment Well; or

(b) Payment by Dorato to BMIC in full of the Dorato Deep Well Promote

on a Deep Commitment Well; or

(c) Recovery by BMIC of Operating Costs BMIC has paid in relation to a

Deep Commitment Well, in accordance with Article 6.1.2 of the PSC;

or

(d) Recovery by BMIC of the Operating Costs that BMIC has paid

through October 31, 2010, to the extent one or both of the two Deep

Commitment Wells not be drilled by October 31, 2010; or

(e) The date of the reassignment to BMIC by Dorato of Dorato’s interest

under the PSC and the JOA as a result of a Re-Assignment Event

(as defined in the PA).

{Indemnification Provisions have been removed.}

Buyer will procure that BMIC provides Seller with copies of all Joint Account

Statements and Joint Interest Billings related to the Bakung-1 and Phinisi-1

wells or any substitution well as described in (d) above on a quarterly basis.

Buyer will furthermore procure that BMIC’s provides Seller on a timely basis

with copies of all correspondence with Dorato related to the Bakung-1 and

Phinisi-1 wells or the Dorato Deep Well Promote.


7.1 To facilitate operations during a transition period following Completion, the

Parties have agreed that Buyer will enter into a Consulting Services

Agreement (“CSA”) with Greenfields (or an affiliate thereof) at Completion in

the form attached hereto as Schedule 5 pursuant to which Greenfields will

provide technical, geophysical, financial, commercial and administrative

services to APEC and to BMIC.

7.2 As soon as reasonably possible, but in any event within fifteen (15) Days

following Completion, Buyer will, and Buyer will cause the Company to,

cease using the word “Greenfields” with respect to the Company’s name or

the Company’s assets or in any way using the word “Greenfields” in

connection with the businesses of the Company, BMIC and Buyer, or any

Affiliates thereof.

7.3 As soon as reasonably possible, but in any event within fifteen (15) Days

following Completion, Seller shall, following consultation with, and approval

by Buyer, notify BPMIGAS and the Indonesian tax authorities of the change

of Control, official address and contact details of the Company and BMIC,

and, in the case of the Indonesian taxation authorities, the identity of the

Persons responsible for the payment and filing of all Indonesian taxes on

behalf of the Company and BMIC.

7.4 Seller will coordinate with Buyer and facilitate appropriate introductions to

BPMigas and other relevant entities and governmental authorities.

7.5 Within thirty (30) Days after the Completion Date, Seller shall provide to

Buyer the true and correct Joint Account statement as of the first month end

following the Completion Date as maintained by BMIC as Operator under the

JOA.

7.6 Seller will seek the approval of Anadarko to assign the warranties given by

Anadarko under Clause 8.1 of the Sale and Purchase Agreement by and

between Anadarko and Seller dated May 13, 2008, to Buyer. Upon such

assignment, it is agreed that the representations and warranties made by

Seller in Article 8.2 of this Agreement shall relate only to the period that Seller

owned the Company, that being the period between May 13, 2008, and

Completion.

8. SELLER WARRANTIES AND UNDERTAKINGS

8.1 Disclaimers

8.1.1 EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN

THIS AGREEMENT, OR IN THE CERTIFICATES OF SELLER TO

BE DELIVERED PURSUANT TO ARTICLE 6.1.1(a), (I) SELLER

MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR

IMPLIED, AND (II) SELLER EXPRESSLY DISCLAIMS ALL

LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION,

WARRANTY, STATEMENT OR INFORMATION MADE OR

COMMUNICATED (ORALLY OR IN WRITING) TO THE BUYER OR

ANY OF ITS AFFILIATES, EMPLOYEES, AGENTS,

CONSULTANTS OR REPRESENTATIVES (INCLUDING, WITHOUT

LIMITATION, ANY OPINION, INFORMATION, PROJECTION OR

ADVICE THAT MAY HAVE BEEN PROVIDED TO BUYER BY ANY

OFFICER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT,

REPRESENTATIVE OR ADVISOR OF ANY SELLER OR ANY OF

ITS AFFILIATES).

8.1.2 EXCEPT AS EXPRESSLY REPRESENTED OTHERWISE IN THIS

AGREEMENT OR IN THE CERTIFICATES OF SELLER TO BE


DELIVERED AT COMPLETION PURSUANT TO ARTICLE 6.1.1(a),

WITHOUT LIMITING THE GENERALITY OF ARTICLE 8.1.1, THE

SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATION OR

WARRANTY, EXPRESS OR IMPLIED, AS TO (I) THE CONTENTS,

CHARACTER OR NATURE OF ANY REPORT OF ANY

PETROLEUM ENGINEERING CONSULTANT, OR ANY

GEOLOGICAL, GEOPHYSICAL OR SEISMIC DATA OR

INTERPRETATION, RELATING TO THE PARTICIPATING

INTEREST; (II) THE QUANTITY, QUALITY OR RECOVERABILITY

OF PETROLEUM SUBSTANCES IN OR FROM THE

PARTICIPATING INTEREST; (III) ANY ESTIMATES OF THE

VALUE OF THE PARTICIPATING INTEREST OR FUTURE

REVENUES GENERATED BY THE PARTICIPATING INTEREST;

(IV) THE MAINTENANCE, REPAIR, QUALITY, SUITABILITY,

DESIGN OR MARKETABILITY OF THE PARTICIPATING

INTEREST; (V) ANY OTHER MATERIALS OR INFORMATION

THAT MAY HAVE BEEN MADE AVAILABLE OR

COMMUNICATED TO BUYER OR ITS AFFILIATES, OR ITS OR

THEIR EMPLOYEES, AGENTS, CONSULTANTS,

REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE

TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR

ANY DISCUSSION OR PRESENTATION RELATING THERETO;

OR (VI) THE CONDITION OF THE CONTRACT AREAS,

EQUIPMENT OR ANY OTHER ASPECT OF THE PARTICIPATING

INTEREST, WHICH MAY HAVE BEEN IMPACTED BY THE

DRILLING FOR, AND PRODUCTION OF, HYDROCARBONS AND

RELATED HYDROCARBON FIELD OPERATIONS, INCLUDING

THE DISPOSAL, STORAGE AND TRANSPORTATION OF

HYDROCARBONS, AND FURTHER DISCLAIMS ANY

REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE

OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS

OF ANY EQUIPMENT. EXCEPT AS EXPRESSLY REPRESENTED

OTHERWISE IN THIS AGREEMENT OR IN THE CERTIFICATES

OF SELLER TO BE DELIVERED AT COMPLETION PURSUANT

TO ARTICLE 6.1.1(A), THE SHARES ARE DELIVERED TO BUYER

IN AN "AS IS" CONDITION AND "WITH ALL FAULTS".

8.1.3 Any representation "to the knowledge of Seller" or "to Seller's

knowledge" when used as a qualification of a representation or

warranty or other statement, means that Seller, when making the

representation or warranty, has made reasonable inquiries of the

management within Seller and their affiliates, as the context requires,

who might reasonably be expected to have relevant knowledge of the

matters that are the subject of the representation, warranty or other

statement.

8.2 Seller represents and warrants to Buyer as of the Signature Date and as of

Completion:

8.2.1 Due incorporation and Capacity of Seller. To Seller’s knowledge,

each of Seller, the Company, and BMIC (i) has been duly

incorporated and is validly existing in the jurisdiction in which it was

formed and no order has been made or petition presented or

resolution passed, nor to Seller’s knowledge are there any Actions

contemplated or threatened, for the winding up of Seller for an

administration order and no distress, execution or other process has

been levied on any of Seller’s assets; (ii) has the requisite corporate

power to carry on its business as it is now being conducted; and (iii)


is duly qualified or licensed to do business and is in good standing in

its jurisdiction of incorporation.

8.2.2 Ownership of Shares.

(a) The Shares comprise one hundred percent (100%) of the

sum of the whole of the issued and allotted share capital

(including all shares, equity capital and/or other equity

interests) of the Company.

(b) Seller has good and marketable title to, and is the legal and

beneficial owner of one hundred percent (100%) of the

Shares.

(c) Seller is entitled to transfer or procure the transfer of the full

legal and beneficial ownership in the Shares to Buyer on the

terms set out in this Agreement, and upon Completion Buyer

shall obtain and have good and marketable title to, and be

the legal and beneficial owner of, the Shares.

8.2.3 The Company’s Ownership of BMIC.

(a) The shares in BMIC held by the Company comprise one

hundred percent (100%) of the sum of the whole of the

issued and allotted share capital (including all shares, equity

capital and/or other equity interests) of BMIC.

(b) The Company has good and marketable title to, and is the

legal and beneficial owner of one hundred percent (100%) of

the shares in BMIC.

8.2.4 Trading History and Assets.

(a) To Seller’s knowledge, the Company owns no assets other

than its shares in BMIC.

(b) To Seller’s knowledge, BMIC has not, since the date of its

incorporation, conducted any business other than as

Contractor and Operator under and in accordance with the

PSC and JOA.

8.2.5 Authorization and Enforceability. The execution, delivery and

performance of this Agreement (and all documents required to be

executed and delivered by Seller at Completion), and the

consummation of the transactions contemplated hereby and thereby,

have been duly and validly authorized by all necessary corporate

action on the part of Seller. This Agreement has been duly executed

and delivered by Seller (and all documents required to be executed

and delivered by Seller at Completion shall be duly executed and

delivered by Seller), and this Agreement constitutes, and at

Completion such documents shall constitute, the valid and binding

obligations of Seller, enforceable in accordance with their terms

except as such enforceability may be limited by applicable

bankruptcy or other similar Applicable Laws affecting the rights and

remedies of creditors generally as well as to general principles of

equity (regardless of whether such enforceability is considered in a

proceeding in equity or at law).

8.2.6 Filings and Consents. Other than as contemplated by this

Agreement and Article 13.3 of the JOA, to Seller’s knowledge, no


notices, reports or filings are required to be made by Seller in

connection with the transactions contemplated by this Agreement,

nor are any consents, approvals, registrations, authorizations or

permits required to be obtained by Seller in connection with the

execution and performance of this Agreement.

8.2.7 Contracts and Commitments. To Seller’s knowledge, Schedule 1

hereto sets forth a true, correct and complete list of all contracts to

which Company or BMIC is a party whose value or commitment

exceeds twenty thousand US Dollars (US$ 20,000). Except as set

out in Schedule 1, to Seller’s knowledge, neither the Company nor

BMIC are bound by or subject to (i) any agreement that contains any

severance pay obligations, (ii) any employment agreements or

consulting contracts, (iii) any agreement of surety or guaranty, (vi)

any agreement, contract or commitment relating to the acquisition or

disposition of the assets of, or any interest in, any business

enterprise, or (vii) any indenture, mortgage, pledge, credit or other

financing commitment or agreement for the borrowing of funds from

any person for which either the Company or BMIC has or will have

any liability to any person.

8.2.8 Litigation. Except as disclosed in Article 8.4,1 there are no material

Actions pending or, to Seller’s knowledge, threatened before any

Governmental Authority or arbitral tribunal or individual arbitrator

against Seller that are reasonably likely to impair in any material

respect Seller’s ability to perform its obligations under this

Agreement. Furthermore, there are no material Actions pending or,

to Seller’s knowledge, threatened before any Governmental Authority

or arbitral tribunal or individual arbitrator against either Company or

BMIC.

8.2.9 No Conflict or violation. Neither the execution and delivery of this

Agreement nor the consummation of the transactions and

performance of the terms and conditions contemplated hereby by

Seller will, to Seller’s knowledge:

(a) Conflict with or result in a violation or breach of or default

under any provision of the certificate of incorporation,

articles, bylaws, shareholders agreement or other similar

governing documents of Seller;

(b) Conflict with or result in a violation or breach of or default

under, or give rise to any right of termination, cancellation or

acceleration under, any note, bond, mortgage, indenture,

license, agreement or other instrument under which Seller is

bound, other than such conflicts, breaches, violations or

defaults as will not have a Material Adverse Effect on the

transactions contemplated hereby;

(c) Violate any judgment, order, ruling, or decree applicable to

Seller; or

(d) Violate or conflict with any Applicable Law, other than such

violations or conflicts as will not have a Material Adverse

Effect on the transactions contemplated hereby.

8.2.10 Liability for broker’s fees. Buyer shall not, before, after or at

Completion, directly or indirectly, have any responsibility, liability or

expense, as a result of undertakings or agreements of Seller for

brokerage fees, finder’s fees, agent’s commissions or other similar


forms of compensation to an intermediary in connection with the

negotiation, execution or delivery of this Agreement or any

agreement or transaction contemplated hereby.

8.2.11 Bankruptcy. There is no bankruptcy, reorganization or arrangement

proceedings under any bankruptcy, insolvency, reorganization,

moratorium or other similar laws with respect to creditors pending

against, being contemplated by, or threatened against Seller, the

Company or BMIC.

8.2.12 Rights of Exploration and Production. To Seller’s knowledge, the

PSC is a legal, valid, binding, subsisting and enforceable PSC and

was acquired in conformity with Applicable Law. To Seller’s

knowledge, BMIC has title to, and is the legal and beneficial owner

of, a fifty-one percent (51%) Participating Interest in and under the

PSC, and except as provided in the Material Contracts, free and clear

of all liens, security interests, pledges, encumbrances, burdens and

claims. To Seller’s knowledge, BMIC has complied with and is in

compliance with its obligations under the PSC and there are no

circumstances which constitute a ground on which the PSC may be

avoided, rescinded, repudiated, prematurely determined or declared

to be invalid and BMIC has not received from BPMIGAS any claim to

that effect.

8.2.13 Taxes. To Seller’s knowledge, the Company and BMIC have paid all

corporate income Taxes, as they have become due and payable,

including penalties, interest, and related charges, and have filed all

returns for such Taxes as they have become due, it being

acknowledged and agreed, however, that Seller makes no

representation or warranty concerning the ability of the Company or

BMIC to carry forward any Tax losses or deductions.

8.2.14 Intercompany Loans. To Seller’s knowledge, there are no liabilities

or debts due, or to come due, between the Company or BMIC and

Seller or any affiliate of Seller.

8.2.15 Work Program and Budget and Cost Statements. Copies of the

annual Work Program and Budget as submitted by BMIC to

BPMIGAS in accordance with Article 6 of the JOA, and the costs as

submitted to BPMIGAS for cost recovery purposes, have been

provided to Buyer, and to Seller’s knowledge such costs as submitted

are true and correct and in conformity with the requirements of

BPMIGAS guidelines regarding the submission of such costs.

Notwithstanding the above, Seller hereby disclaims any

representation or warranty as to the recoverability of the costs

submitted to BPMIGAS.

8.2.16 Anti-Corruption. Seller represents and warrants that none of Buyer,

Company or BMIC has made, with respect to the matters provided for

in this Agreement or the PSC, any offer, payment, promise to pay or

authorization of any payment of money or anything of value, directly

or indirectly to or for the use or benefit of any official or employee of

any governmental entity or instrumentality thereof, including any

employee of a state-owned company such as a national oil and gas

company, or to or for the use or benefit of any political party, official

or candidate unless such offer, payment, gift, promise or

authorization was lawful under Applicable Law.

8.2.17 Documents. Where Seller has been requested to provide documents

to Buyer, Seller has to its knowledge provided Buyer with true,


correct and complete copies of all such documents. Seller has

provided, or has made available, true, correct and complete copies of

the Material Contracts and materials comprising the disclosures in

Section 8.4. Where Seller has provided any translation of a

document, Seller has done so as a courtesy to Buyer and makes no

representation or warranty as to the accuracy of the translation.

8.2.18 Compliance with Material Contracts. Except as disclosed in Article

8.4,1 Seller has complied with, and confirms the compliance by BMIC

of all material requirements of the Material Contracts, including the

duties of BMIC as operator under the JOA other than such noncompliance

as will not have a Material Adverse Effect on the

transactions contemplated hereby.

8.2.19 Put Option. Seller has not exercised the Put Option established in

Section 7 of the Participation Agreement which expired on March 31,

2009.

8.3 Each of the Warranties set out in Article 8.2 is separate and independent

and, except as expressly provided to the contrary in this Agreement, is not

limited by reference to any other paragraph of that Article 8.2 or by anything

in this Agreement.

8.4 The following matters are disclosed:

8.4.1 BMIC had identified two wells to be drilled as Deep Commitment

Wells in accordance with Article 8.1 of the PA - the Phinisi and

Bakung-1 wells. Prior to March 31, 2009, BMIC set into the ground

the surface conductors for the Phinisi-1 and Bakung-1 wells,

pursuant to the requirement for “Commencement of Drilling” under

the PA. Pursuant to Article 3.1 of the PA, Dorato is obligated to pay

48% of Joint Account costs related to such well, of which 16%

represents a payment obligation for Dorato if Commencement of

Drilling has occurred prior to March 31, 2009 (such 16% defined as

the “Dorato Deep Well Promote”). Dorato has challenged the

conduct of operations on the Phinisi-1 and Bakung-1 wells and has

challenged its obligation to pay the Dorato Deep Well Promote

among other operational matters. Further to the above challenges,

on April 13, 2009, Dorato delivered to BMIC a Notice of Dispute letter

pursuant to Article 19.2 of the JOA and Dorato and BME delivered to

BMIC a Notice of breach to Operator letter pursuant to Article 4.10.2

of the JOA. All the correspondence described above is attached to

this Agreement as Schedule 9 together with the responses from

BMIC.

8.4.2. The company Radiant Ramok Senabing has trespassed and produced

hydrocarbons from the area of the PSC. Copies of the relevant

correspondence are attached hereto as Schedule 8.

8.4.3 A potential Indonesian tax exposure exists with respect to

documentation of employee taxes and other costs allocated by

Anadarko to BMIC during the period up to and including April 2008.

{Confidential business information removed}

8.5 Seller acknowledges that Buyer is entering into this Agreement and will

complete the transactions contemplated herein in reliance on the Warranties

set out in Article 8.2 as qualified by the matters disclosed in Article 8.4, but

subject to Seller’s indemnity obligations in Section 11.6.5.


9. BUYER WARRANTIES AND UNDERTAKINGS

9.1 Disclaimers

9.1.1 EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN

THIS AGREEMENT, OR IN THE CERTIFICATES OF BUYER TO

BE DELIVERED PURSUANT TO ARTICLE 6.1.2(A), (I) THE

BUYER MAKES NO REPRESENTATION OR WARRANTY,

EXPRESS OR IMPLIED, AND (II) THE BUYER EXPRESSLY

DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY

REPRESENTATION, WARRANTY, STATEMENT OR

INFORMATION MADE OR COMMUNICATED (ORALLY OR IN

WRITING) TO SELLER OR ANY OF ITS AFFILIATES,

EMPLOYEES, AGENTS, CONSULTANTS OR

REPRESENTATIVES (INCLUDING, WITHOUT LIMITATION, ANY

OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY

HAVE BEEN PROVIDED TO THE SELLER BY ANY OFFICER,

DIRECTOR, EMPLOYEE, AGENT, CONSULTANT,

REPRESENTATIVE OR ADVISOR OF THE BUYER OR ANY OF

ITS AFFILIATES).

9.1.2 Any representation "to the knowledge of Buyer" or "to Buyer's

knowledge" when used as a qualification of a representation or

warranty or other statement, means that Buyer, when making the

representation or warranty, has made reasonable inquiries of the

management within Buyer and their affiliates, as the context requires,

who might reasonably be expected to have relevant knowledge of the

matters that are the subject of the representation, warranty or other

statement.

9.2 Buyer represents and warrants to Seller as of the Signature Date and as of

Completion:

9.2.1 Due Incorporation and Capacity. Buyer (i) has been duly

incorporated and is validly existing in the jurisdiction in which it was

formed and no order has been made or petition presented or

resolution passed, nor are there any Actions contemplated or

threatened, for the winding up of Buyer for an administration order

and no distress, execution or other process has been levied on any

of Buyer’s assets; (ii) has the requisite corporate power to carry on its

business as it is now being conducted; and (iii) is duly qualified or

licensed to do business and is in good standing in its jurisdiction of

incorporation.

9.2.2 Authorization and Enforceability. To Buyer’s knowledge, the

execution, delivery and performance of this Agreement (and all

documents required to be executed and delivered by Buyer at

Completion), and the consummation of the transactions

contemplated hereby and thereby, have been duly and validly

authorized by all necessary corporate action on the part of Buyer. To

Buyer’s knowledge, this Agreement has been duly executed and

delivered by Buyer (and all documents required to be executed and

delivered by Buyer at Completion shall be duly executed and

delivered by Buyer) and this Agreement constitutes, and at

Completion such documents shall constitute, the valid and binding

obligations of Buyer, enforceable in accordance with their terms

except as such enforceability may be limited by applicable

bankruptcy or other similar Applicable Laws affecting the rights and

remedies of creditors generally as well as to general principles of


equity (regardless of whether such enforceability is considered in a

proceeding in equity or at law).

9.2.3 Filings and Consents. Other than as contemplated by this

Agreement, to Buyer’s knowledge, no notices, reports or filings are

required to be made by Buyer in connection with the transactions

contemplated by this Agreement, nor are any consents, approvals,

registrations, authorizations or permits required to be obtained by

Buyer in connection with the execution and performance of this

Agreement.

9.2.4 Litigation. There are no Actions pending or, to Buyer’s knowledge,

threatened before any Governmental Authority or arbitral tribunal or

individual arbitrator against Buyer that are reasonably likely to impair

in any material respect Buyer’s ability to perform its obligations under

this Agreement.

9.2.5 No Conflict or Violation. Neither the execution or delivery of this

Agreement nor the consummation of the transactions and

performance of the terms and conditions contemplated hereby by

Buyer will, to the knowledge of Buyer:

(a) conflict with or result in a violation or breach of or default

under any provision of the certificate of incorporation,

articles, bylaws, shareholders agreement or other similar

governing documents of Buyer;

(b) conflict with or result in a violation or breach of or default

under, or give rise to any right of termination, cancellation or

acceleration under, any note, bond, mortgage, indenture,

license, agreement or other instrument under which Buyer is

bound, other than such conflicts, breaches, violations or

defaults as will not have a Material Adverse Effect on the

transactions contemplated hereby;

(c) violate any judgment, order, ruling, or decree applicable to

Buyer; or

(d) violate or conflict with any Applicable Law, other than such

violations or conflicts as will not have a Material Adverse

Effect on the transactions contemplated hereby.

9.2.6 Liability for Broker’s fees. Seller shall not, before, after or at

Completion, directly or indirectly have any responsibility, liability or

expense, as a result of undertakings or agreements of Buyer for

brokerage fees, finder’s fees, agent’s commissions or other similar

forms of compensation to an intermediary in connection with the

negotiation, execution or delivery of this Agreement or any

agreement or transaction contemplated hereby.

9.2.7 Bankruptcy. There is no bankruptcy, reorganization or arrangement

proceedings under any bankruptcy, insolvency, reorganization,

moratorium or other similar laws with respect to creditors pending

against, being contemplated by, or, to the knowledge of Buyer,

threatened against Buyer.

9.3 Each of the Warranties set out in Article 9.2 is separate and independent

and, except as expressly provided to the contrary in this Agreement, is not

limited by reference to any other paragraph of Article 9.2 or by anything in

this Agreement.


9.4 Buyer acknowledges that Seller is entering into this Agreement and will

complete the transactions contemplated herein in reliance on the Warranties

set out in Article 9.2.

10. TERMINATION

10.1 Discretionary Termination. This Agreement may be terminated at any time

prior to Completion:

10.1.1 By the mutual prior written consent of Seller and Buyer;

10.1.2 By either Seller or Buyer if there has been a breach of any

representation, warranty, covenant or agreement on the part of Seller

or Buyer set forth in this Agreement, which breach (i) would, if

uncured, cause the Conditions set forth in Article 4.1.1 (in the case of

termination by Seller) or Article 4.1.2 (in the case of termination by

Buyer) not to be satisfied prior to the Back-Stop Date and (ii) has not

been cured by the breaching Party prior to the Back-Stop Date

following no less than five (5) Business Days notice of such breach

from the other Party.

10.2 Automatic Termination. Notwithstanding the foregoing, and unless otherwise

extended by the Parties, this Agreement will terminate automatically:

10.2.1 On the Back-Stop date if Completion has not occurred by such date;

or

10.2.2 If a court of competent jurisdiction or other Governmental Authority

shall have issued a nonappealable final order, decree or ruling or

taken any other nonappealable final action, in each case having the

effect of permanently enjoining or otherwise permanently prohibiting

the transactions contemplated by this Agreement.

10.3 Effect of Termination.

10.3.1 If this Agreement is terminated pursuant to Article 10.1, this

Agreement shall become void and of no further force or effect, except

for and as provided in Articles 5.1, 10, 11, 12, 13, 15, 16 and 17, all

of which shall continue in full force and effect.

10.3.2 Notwithstanding anything to the contrary in this Agreement, the

termination of this Agreement under Articles 10.1.2 shall not relieve

any Party from liability arising out of or in connection with any failure

to perform or observe in any material respect any of its

representations, warranties, covenants and agreements contained

herein, however, such liability shall be limited to the other Party’s out

of pocket costs and expenses incurred in connection with this

transaction if the failure giving rise to such termination is not

negligent or willful.

10.3.3 If this Agreement terminates under Articles 10.1.2 and either Party

has willfully or negligently failed to perform or observe in any material

respect any of its representations, warranties, covenants and

agreements contained herein, the other Party may submit any

dispute regarding such termination to arbitration pursuant to Article

15.

11. INDEMNITY AND LIMITATION

11.1 Buyer Liability and Indemnity.


11.1.1 Buyer will assume, pay, fulfill and discharge, and will indemnify and

hold harmless Seller from and against, any and all Interim Costs

where such liabilities arise or are incurred following the Effective Date

and which are not related to costs attributable to Seller’s ownership

of the Shares.

11.1.2 Buyer will assume, pay, perform, fulfill and discharge, and will

indemnify and hold harmless Seller from and against, any and all

Covered Obligations of either the Company or BMIC where such

liabilities arise or are incurred following the Completion Date (“Buyer

Liabilities”) or which relate to matters disclosed under Article 8.4

except as provided for in Article 11.6.5.

11.1.3 From and after Completion, Buyer will indemnify and hold harmless

Seller, Seller’s present and future Affiliates, each of Seller’s present

and future officers, directors, employees, consultants and agents,

and each of the directors, officers, heirs, executors, successors and

permitted assigns of any of the foregoing (collectively, the “Seller

Indemnified Persons“) from and against any and all (i) Buyer

Liabilities incurred by or asserted against any of Seller Indemnified

Persons, except any Buyer Liabilities based on Seller’s gross

negligence or willful misconduct during Seller’s ownership of the

Shares and (ii) Covered Obligations resulting from any breach or

nonfulfillment of any representation, Warranty, covenant, agreement

or undertaking by Buyer that is expressly set forth in this Agreement,

including obligation to fund BMIC for its carry obligations under

Article 8 of the JOA.


11.2 Seller’s Liability and Indemnity

11.2.1 Seller will assume, pay, perform, fulfill and discharge any and all

Covered Obligations of either the Company or BMIC where such

liabilities arise or are incurred prior to the Completion Date (“Seller

Liabilities“), except for Interim Costs and those obligations disclosed

in Article 8.4, provided however, Seller shall remain liable for the

indemnities contained in Article 11.6.5.

11.2.2 From and after Completion, Seller will indemnify and hold harmless

Buyer, Buyer’s present and future Affiliates, each of Buyer’s present

and future officers, directors, employees, consultants and agents,

and each of the directors, officers, heirs, executors, successors and

permitted assigns of any of the foregoing (collectively, the “Buyer

Indemnified Persons“) from and against any and all (i) Seller

Liabilities incurred by or asserted against any of Buyer Indemnified

Persons, except any Seller Liabilities based on gross negligence or

willful misconduct by Buyer and (ii) Covered Obligations resulting

from any breach or nonfulfillment of any representation, Warranty,

covenant, agreement or undertaking by Seller that is expressly set

forth in this Agreement.

11.3 In the event of Seller or Buyer Liabilities or breaches of the representations,

Warranties, covenants, agreements or undertakings of the Parties as

provided in Articles 11.1 and 11.2, or failure by Buyer to pay the Reserve

Amount in accordance with Article 6.6, the Parties are entitled to specific

performance, and monetary Damages, subject to the limitations as provided

in this Article 11. Except as provided in the DPA, CSA and the Side Letter,

this Article 11 contains the Parties' exclusive remedies against each other

(“Exclusive Remedies”). Except for the Exclusive Remedies and as

provided for in the DPA, CSA, and the Side Letter, Seller and Buyer each

releases, and forever discharges the other and its Affiliates and all such

Persons' stockholders, officers, directors, employees, agents, advisors and

representatives from any and all suits, legal or administrative proceedings,

claims, demands, damages, losses, costs, liabilities, interest or causes of

action whatsoever, in law or in equity, known or unknown, which such Parties

might now or subsequently may have, based on, relating to or arising out of

this Agreement, the activities or operations under the PSC or JOA, or the

ownership, use or operation of the Participating Interest, including without

limitation any rights under insurance policies issued or underwritten by the

other Party or any of its Affiliates, even if caused in whole or in part by the

negligence (whether sole, joint or concurrent), strict liability or other legal fault

of any released Person.

11.4 "Damages", for purposes of this Agreement, shall mean the amount of any

actual liability, loss, cost, expense, cash premium, penalty, claim, award or

judgment incurred or suffered by any Indemnified Person arising out of or

resulting from Seller or Buyer Liabilities or Covered Obligations as provided

in Articles 11.1 and 11.2, whether attributable to personal injury or death,

property damage, violation of any Environmental Law, contract claims, torts

or otherwise including reasonable fees and expenses of attorneys,

consultants, accountants or other agents and experts reasonably incident to

matters indemnified against, the costs of investigation and/or monitoring of

such matters, penalties, fines and costs arising from violation of any

environmental law, including remediation, and the costs of enforcement of the

indemnity; provided, however, that Buyer and Seller shall not be entitled to

indemnification under this Article 11 for, and "Damages" shall not include (i)

any loss of profits, other indirect or consequential damages, special damages


or punitive damages, or (ii) any liability, loss, cost, expense, cash premium,

penalty, claim, award or judgment to the extent resulting from or increased by

the actions or omissions of the particular Indemnified Person who incurred or

suffered the relevant liability, loss, cost, expense, cash premium, penalty,

claim, award or judgment.

11.5 Any claim for indemnity under this Article 11 by a Buyer Indemnified Person

or a Seller Indemnified Person must be brought and administered by the

Buyer or Seller, respectively. No Indemnified Person other than Seller and

Buyer shall have any rights against either Buyer or Seller under the terms of

this Article 11 except as may be exercised on its behalf by Buyer or Seller, as

applicable, pursuant to this Article 11. Each Seller and Purchaser may elect

to exercise or not exercise indemnification rights under this Section on behalf

of the other Indemnified Persons affiliated with it in its sole discretion and

shall have no liability to any such other Indemnified Person for any action or

inaction under this Article.

11.6 The liability of each Party in connection with any Claims under this

Agreement shall be subject to the following limitations and provisions:

11.6.1 No Party shall be entitled to recover any Damages in respect of

Articles 11.1 and 11.2 until the amount of Damages exceeds in

aggregate the sum of two hundred and fifty thousand U.S. Dollars

(US$ 250,000), in which case the claiming Party shall be entitled to

recover the full amount of any such Damages without regard to such

threshold. For the avoidance of doubt, this provision does not apply

to the Interim Costs settlement referenced in Article 6.3 or to the

payment of the Reserve Amount in accordance with Article 6.6.

11.6.2 The liability of the Parties in respect of Articles 11.1 and 11.2 shall

terminate December 31, 2010, except in respect of any Claim of

which written notice is given before the relevant date.

Notwithstanding the foregoing, the latest date that any Claim may be

made against Seller with regard to representations and warranties

made under Article 8.2 which arise out of or relate to the period

before the acquisition of Company by Seller (i.e., the period before

May 13, 2008), is December 31, 2009.

11.6.3 Nothing in the Agreement shall be deemed to relieve any Party from

any common law duty to mitigate any loss or damage incurred by it

as a result of any breach of the agreement.

11.6.4 Notwithstanding any other provision of this Agreement, no Party shall

under any circumstances be liable to the other Party under, arising

out of, or in any way connected with this Agreement for Damages

collectively exceeding the amount of the Consideration or for any

Consequential Loss whether arising under a license, in contract, tort

(including negligence) or as a result of breach of duty (statutory or

otherwise).

11.6.5

Notwithstanding the disclosure made in Article 8.4.1 and in addition

to the obligations undertaken in Article 11.2, Seller will indemnify and

hold harmless Buyer from and against any and all costs arising out of

any dispute, litigation or arbitration initiated by Dorato and/or BME

prior to December 31, 2010, relating to the matters occurring prior to

the Completion Date raised in the correspondence from Dorato

attached hereto as Schedule 9. To the extent that Seller fails to

honor the indemnity and hold harmless described in the preceding


sentence, Buyer shall be entitled to set off all costs and Damages

resulting from such failure against the payments due Seller under the

DPA.

{Indemnification Provisions have been removed.}

In the event any threat or notice of such litigation or arbitration, Buyer

shall promptly give Seller notice in writing. Buyer shall confer with

Seller concerning the defense of any such litigation or arbitration but,

subject to the remainder of this Article 11.6.5, the Seller or its insurer

shall retain control of the conduct of such defense, including but not

limited to the selection and management of counsel. Notwithstanding

the foregoing, however, neither Party shall effect any settlement of or

compromise of any claim without having obtained the prior written

consent of the other Party; but if Buyer does not consent to a

settlement which the Seller is willing to accept, then Seller’s liability

shall be limited to the amount for which the lawsuit could have been

settled. The Buyer may, upon written notice to the Seller and at the

Buyer’s sole cost and expense select it own counsel to participate in

and be present for the defense of any such claim, provided that such

counsel shall not take any action to prejudice the defense of such

claim.

12. PUBLIC ANNOUNCEMENTS; CONFIDENTIALITY

12.1 Without first complying with the requirements of Article 12.2, neither Buyer

nor Seller will make any press releases or other public announcements

regarding the existence of this Agreement, the Consideration or the terms of

this Agreement; provided, however, that, subject to Article 12.4.2: (i) the

foregoing shall not restrict disclosures by Buyer or Seller that are required by

Applicable Laws or the applicable rules of any stock exchange having

jurisdiction over the disclosing Party or its Affiliates, (ii) the foregoing shall not

prevent Buyer or Seller from complying with any disclosure requirements of

Governmental Authorities that are applicable to the transfer of the Shares

from Seller to Buyer, and (iii) Buyer and Seller may disclose the existence

and contents of this Agreement and the transactions contemplated hereby to

Standard & Poor’s, Moody’s and other comparable rating agencies (provided

that such agencies are obligated to keep such information confidential).

12.2 In the event that any Party wishes or is required to make a public statement

regarding this Agreement, such Party will provide the other with a draft of the

public statement for review. The Parties will attempt in good faith to

expeditiously reach agreement on such statement and the contents thereof.

Failure to provide comments back to the other Party within three (3) Days (at

the location of the receiving Party) following receipt of the draft statement

shall be deemed consent to the public disclosure of the statement and the

content thereof, except with respect to information that is required to be kept

confidential under Articles 12.3 or 12.4.

12.3 Seller will keep confidential all information provided to Seller by or on behalf

of Buyer or otherwise obtained by or in connection with this Agreement Seller

will furthermore keep confidential all information relating to Company or

BMIC, and all data and information relating to the PSC, for a period of two (2)

years following Completion..

12.4 Nothing in this Article 12 prevents any announcement being made or any

Confidential Information being disclosed:


13. NOTICES

12.4.1 With the advance written approval of the other Party, which in the

case of any announcement shall not be unreasonably withheld or

delayed;

12.4.2 To the extent required by Applicable Law or any competent

regulatory body or the applicable rules of any stock exchange having

jurisdiction over the disclosing Party or its Affiliates, provided

however if a Party is required to disclose any Confidential

Information, it shall promptly notify the other Party, where practicable

and lawful to do so, before disclosure occurs and co-operate with the

other Party regarding the timing and content of such disclosure or

any action that the other Party may reasonably elect to take to

challenge the validity of such requirement;

12.4.3 To the extent that the information is in or comes into the public

domain other than as a result of a breach of any undertaking or duty

of confidentiality by that Party; or

12.4.4 To that Party’s professional advisers, auditors, investors or bankers,

provided however, before any disclosure is made to any such Person

the relevant Party will procure that such Person is made aware of the

terms of this Article 12 and will use its reasonable endeavors to

procure that such Person adheres to those terms as if such Person

were bound by the provisions of this Article 12.

13.1 Any notice given in connection with this Agreement shall be in English. Any

other document provided in connection with this Agreement shall be in

English or accompanied by a certified English translation; in the latter case,

the English translation prevails unless the document is a statutory or other

official governmental document.

13.2 Any notice or other formal communication given under this Agreement shall

be in writing, and signed by a Person authorized to represent the Party to be

bound by the notice. The notice (which includes originals or facsimile, but not

email) shall be delivered or sent by facsimile to the Party to be served at its

address appearing in this Agreement as follows:

In the case of Seller, to:

Greenfields Petroleum (Indonesia) Company Ltd

c/o Greenfields Petroleum LLC

12707 N. Freeway, Suite 425

Houston, TX 77060.

Attention: Mr. Alex T. Warmath

Tel: +1-281-877-7940

Fax: +1-281-877-7255

In the case of Buyer, to:

APEC Indonesia Limited.

c/o 675 Bering Drive,

Suite 860 Houston, TX 77057

Attention: Mr Douglas Gilstrap

Tel: +1 - 713-780-5800


Fax: +1 - 713-780-5805

or at such other address or facsimile number as it may have notified to the

other Party in accordance with this Article 13.

13.3 Any notice or other formal communication shall be deemed to have been

given:

13.3.1 If delivered by courier, at the time of delivery; or

13.3.2 If sent by facsimile, on the first Business Day of the recipient Party

following the date of transmission.

13.4 In proving delivery of a notice or other formal communication, it shall be

sufficient to prove that delivery was made or that the facsimile was properly

addressed and transmitted, as the case may be.

14. ASSIGNMENTS

No Party shall assign or transfer any of the rights or obligations under this Agreement

to a non-Affiliate without the prior written consent of the other Party, which shall not

be unreasonably withheld or delayed. Any assignment hereunder shall be binding

upon and inure to the benefit of such assignee.

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1 This Agreement and the transactions contemplated hereby shall be governed

by and interpreted in accordance with the laws of Texas without giving effect

to principles thereof relating to conflicts of law rules that would result in the

application of the laws of another jurisdiction.

15.2 Any dispute arising out of or in connection with this Agreement or the

performance, breach, existence, termination or validity thereof (a “Dispute”)

shall be resolved in accordance with this Article 15.

15.3 The Parties will use their good faith efforts to amicably resolve all Disputes,

provided however, if, after twenty-one (21) Days following a letter notifying

the other Party of a Dispute, the Parties are unable to resolve such Dispute,

and provided no extension of time has been agreed, then either Party may

demand that the dispute be resolved by arbitration administered by the

American Arbitration Association (“AAA”) under its Commercial Arbitration

Rules in force at the date of this Agreement.

15.4 In any arbitration pursuant to this Article 15, (i) the place of arbitration shall

be Houston, (ii) the language to be used in the arbitral proceedings shall be

English, (iii) the appointing authority shall be the President of the AAA, (iv)

the number of arbitrators appointed shall be three (3), (v) each Party shall

have the right to appoint one arbitrator and the two arbitrators shall appoint

the third, who shall be chair and who shall have no less than ten (10) years of

legal practice experience in the area that is the subject of the arbitration, (vi)

the arbitrators shall be and remain at all times wholly independent and

impartial, and (viii) all decisions and awards by the arbitration tribunal shall be

made by majority vote and issued in writing.

15.5 All arbitration proceedings shall be private and confidential and may be

attended only by the arbitrators, the parties and their representatives, and

witnesses to the extent the witnesses are giving testimony in the

proceedings. The arbitrator(s) shall not have the power to award damages

for Consequential Loss.


15.6 Any award given by an arbitral tribunal appointed pursuant to this Article 15

shall be final and binding and, if it includes a monetary award, shall be in U.S.

Dollars.

15.7 The prevailing Party in any arbitration proceeding shall be additionally entitled

to recovery of costs of arbitration costs and reasonable lawyers’ fees from the

nonprevailing Party.

15.8 No Party shall be liable to another Party for Consequential Loss arising out of

any Dispute.

15.9 This Article 15 is a severable and independent arbitration agreement

separately enforceable from the remainder of this Agreement.

16. GENERAL

16.1 Each Party shall be responsible for its own expenses in connection with the

preparation and negotiation of this Agreement.

16.2 This Agreement may be executed in counterparts, which will have the same

effect as if the signatures on the counterparts were on a single copy of this

Agreement.

16.3 The rights of each Party under this Agreement may be (i) exercised as often

as necessary and (ii) waived only in writing and specifically. Delay in

exercising or the non-exercise of any such right is not a waiver of that right.

16.4 A Person who is not a Party to this Agreement may not enforce any of its

terms or conditions and the Parties do not intend that any term of this

Agreement shall be enforceable by any Person who is not a Party to this

Agreement. The Buyer Indemnified Persons (other than Buyer and its

successors and assigns) and Seller Indemnified Persons (other than Seller

and its successors and assigns) shall not be a third party beneficiary of this

Agreement and shall be defended, indemnified and held harmless under the

terms of this Agreement only to the extent that Buyer (in the event of Buyer

Indemnified Person) or Seller (in the event of Seller Indemnified Person)

expressly elects to exercise such rights of defense, indemnity and hold

harmless on behalf of such Buyer Indemnified Person or Seller Indemnified

Person pursuant to Article 11. Any claim for defense, indemnity or to be held

harmless hereunder on behalf of a Buyer Indemnified Person (other than

Buyer and its successors and assigns) or Seller Indemnified Person (other

than Seller and its successors and assigns) must be made and administered

by Buyer (or its successors and assigns) in the event of Buyer Indemnified

Person, or Seller (or its successors and assigns) in the event of Seller

Indemnified Person.

16.5 The rights and remedies provided in this Agreement are cumulative and not

exclusive of any rights and remedies provided by law or otherwise.

16.6 Buyer will bear all Taxes incurred and imposed upon, or with respect to, the

execution of this Agreement and the transfer of the Shares to Buyer;

however, Buyer shall not be responsible for any Taxes on the income, profits

or capital gains received by Seller in connection with such transfers or

transactions. If such transfers or transactions are exempt from any such

Taxes upon the filing of an appropriate certificate or other evidence of

exemption, the affected Party shall timely furnish to the other Party such

certificate or evidence.

16.7 From time to time (whether at or after the execution of this Agreement), and

without further consideration, the Parties, as appropriate, will, and will cause


their appropriate affiliates to, execute and deliver or cause to be delivered

such further instruments of conveyance, assignment and transfer, or any

other documents and take such other action as may be necessary, advisable

or appropriate to more effectively or completely accomplish the transactions

contemplated by this Agreement.

16.8 If any term, provision or condition of this Agreement or any application

thereof, is held invalid, illegal or unenforceable in any respect under any

Applicable Law, this Agreement shall be reformed to the extent necessary to

conform, in each case consistent with the intention of the Parties, to such

applicable law, and to the extent such term, provision or condition cannot be

so reformed, then such term, provision or condition (or such invalid, illegal or

unenforceable application thereof) shall be deemed deleted from (or

prohibited under) this Agreement, as the case may be, and the validity,

legality and enforceability of the remaining terms, provisions and conditions

contained herein (and any other application of such term, provision or

condition) shall not in any way be affected or impaired thereby. Upon such

determination that any term or other provision is invalid, illegal or incapable of

being enforced, the Parties will negotiate in good faith to modify this

Agreement so as to effect the original intent of the Parties as closely as

possible in an acceptable manner to the end that the transaction

contemplated hereby are fulfilled to the extent possible.

16.9 Buyer will use all reasonable endeavors and in good faith to procure that

BMIC does not agree to any amendment or modification to the PSC which

could negatively impact the amount or timing of any payments to be made

under the DPA without Seller’s prior written consent, which consent will not

be unreasonably withheld.

17. WHOLE AGREEMENT

17.1 This Agreement and the documents referred to in this Agreement contain the

whole agreement between the Parties relating to the transactions

contemplated by this Agreement and supersede all previous agreements

between the Parties relating to these transactions.

17.2 Each Party acknowledges that in agreeing to enter into this Agreement it has

not relied on any representation, warranty, collateral contract or other

assurance (except those set out in this Agreement and the documents

referred to in it) made by or on behalf of any other Party before the signature

of this Agreement. Each Party waives all rights and remedies which, but for

this Article 17.2, might otherwise be available to it in respect of any such

representation, warranty, collateral contract or other assurance.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on

the date shown above.

Greenfields Petroleum (Indonesia) Company

Ltd

"Alex T. Warmath"

Alex T. Warmath

Vice President

APEC Indonesia Limited

"Douglas Gilstrap"

Douglas Gilstrap

Chief Financial Officer

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