Prospectus re Admission to the Official List - Heritage Oil

(e)against surrender of the Exchangeable Shares held by them, in accordance with the foregoingprovisions. Upon such payment or deposit of the total HOC Liquidation Amount and subjectto the relevant entries being made in the register of members of the Company, the holders ofthe Exchangeable Shares shall thereafter be considered and deemed for all purposes to beholders of the Ordinary Shares delivered to them or the custodian on their behalf.After HOC has satisfied its obligations to pay the holders of the Exchangeable Shares the HOCLiquidation Amount per Exchangeable Share pursuant to Part X, section 6.3(d) of these shareprovisions, such holders shall not be entitled to share in any further distribution of the assetsof HOC.Retraction of Exchangeable Shares by holderA holder of Exchangeable Shares shall be entitled at any time, subject to the exercise by CallCoof the CallCo Redemption Call Right and otherwise upon compliance with the provisions ofthis Part X, section 6.3(e), to require HOC to redeem any or all of the Exchangeable Sharesregistered in the name of such holder for an amount per share equal to the Current MarketPrice of an Ordinary Share on the last Business Day prior to the Retraction Date(the ‘‘Retraction Right’’), which shall be satisfied in full by HOC causing to be delivered tosuch holder one Ordinary Share for each Exchangeable Share presented and surrendered bythe holder, together with, on the payment date therefor, the full amount of all declared andunpaid dividends on any such Exchangeable Share (the ‘‘Dividend Amount’’) held by suchholder on any dividend record date which occurred prior to the Retraction Date(the ‘‘Retraction Price’’). To effect such retraction, the holder shall present and surrender atthe registered office of HOC or at any office of the Transfer Agent as may be specified by HOCby notice to the holders of Exchangeable Shares the certificate or certificates representing theExchangeable Shares which the holder desires to have HOC redeem, together with such otherdocuments and instruments as may be required to effect a transfer of Exchangeable Sharesunder the ABCA and the constating documents of HOC and such additional documents andinstruments as the Transfer Agent may reasonably require, and together with a duly executedstatement (the ‘‘Retraction Request’’):(i) specifying that the holder desires to have all or any number specified therein of theExchangeable Shares represented by such certificate or certificates (the ‘‘RetractedShares’’) redeemed by HOC;(ii) stating the Business Day on which the holder desires to have HOC redeem the RetractedShares (the ‘‘Retraction Date’’), provided that the Retraction Date shall be not less than15 Business Days nor more than 20 Business Days after the date on which the RetractionRequest is received by HOC and further provided that, in the event that no such BusinessDay is specified by the holder in the Retraction Request, the Retraction Date shall bedeemed to be the 20 th Business Day after the date on which the Retraction Request isreceived by HOC; and(iii) acknowledging the overriding right (the ‘‘CallCo Redemption Call Right’’) of CallCo topurchase all but not less than all the Retracted Shares directly from the holder and thatthe Retraction Request shall be deemed to be a revocable offer by the holder to sell theRetracted Shares to CallCo in accordance with the CallCo Redemption Call Right on theterms and conditions set out below,provided however, that (i) notwithstanding the foregoing, in the event of an a tender offer,share exchange offer, issuer bid, take-over bid or similar transaction with respect to theOrdinary Shares (an ‘‘Offer’’), HOC will use its commercially reasonable efforts, expeditiouslyand in good faith, to put in place procedures or cause the Transfer Agent to put in placeprocedures to ensure that, if holders of Exchangeable Shares are required to retract suchExchangeable Shares to participate in the Offer, that any such retraction shall be conditionalupon and shall only be effective if the Ordinary Shares tendered or deposited under such Offerare taken up, and (ii) notwithstanding any other provision of these Exchangeable Shareprovisions, holders of Exchangeable Shares who are Persons in the United States or are aU.S. Person may not exercise the Retraction Right.Subject to the exercise by CallCo of the CallCo Redemption Call Right, upon receipt by HOCor the Transfer Agent in the manner as specified herein, of a certificate or certificates267