Prospectus re Admission to the Official List - Heritage Oil

(f)the Company to such holder of the Purchase Price for each such Retracted Share, all as morespecifically provided in the Voting and Exchange Trust Agreement. Notwithstanding theimmediately preceding sentence, the Company will not be required to purchase any RetractedShares form holders thereof pursuant to this Part X, section 6.3(e) or the Voting and ExchangeTrust Agreement if such holder is a Person in the United States or a U.S. Person.A holder of Retracted Shares may, by notice in writing given by the holder to HOC inaccordance with Part X, section 6.3(m) before the close of business on the Business Dayimmediately preceding the Retraction Date, withdraw its Retraction Request, in which eventsuch Retraction Request shall be null and void and, for greater certainty, the revocable offerconstituted by the Retraction Request to sell the Retracted Shares to CallCo shall be deemedto have been revoked.Redemption of Exchangeable Shares by HOCSubject to applicable law, and provided CallCo has not exercised the CallCo Redemption CallRight, HOC shall on the Redemption Date redeem all but not less than all of the outstandingExchangeable Shares for an amount per share equal to the Current Market Price of anOrdinary Share on the last Business Day prior to the Redemption Date (the ‘‘HeritageRedemption Right’’), which shall be satisfied in full by HOC causing to be delivered to eachholder of Exchangeable Shares one Ordinary Share for each Exchangeable Share held by suchholder, together with the full amount of all declared and unpaid dividends on each suchExchangeable Share held by such holder on any dividend record date which occurred prior tothe Redemption Date (the ‘‘Redemption Price’’).In any case of a redemption of Exchangeable Shares under this Part X, section 6.3(f), HOCshall, at least sixty (60) days before the Redemption Date (other than a Redemption Dateestablished in connection with a Company Control Transaction, an Exchangeable Share VotingEvent or an Exempt Exchangeable Share Voting Event), send or cause to be sent to eachholder of Exchangeable Shares a notice in writing of the redemption by HOC or the purchaseby CallCo under the CallCo Redemption Call Right, as the case may be, of the ExchangeableShares held by such holder. In the case of a Redemption Date established in connection with aCompany Control Transaction, an Exchangeable Share Voting Event and an ExemptExchangeable Share Voting Event, the written notice of redemption by HOC or the purchaseby CallCo under the CallCo Redemption Call Right will be sent on or before the RedemptionDate, on as many days prior written notice as may be determined by the HOC Board ofDirectors to be reasonably practicable in the circumstances. In any such case, such notice shallset out the formula for determining the Redemption Price or the Redemption Call PurchasePrice, as the case may be, the Redemption Date and, if applicable, particulars of the HOCRedemption Call Right.On or after the Redemption Date and subject to the exercise by CallCo of the CallCoRedemption Call Right, HOC shall cause to be delivered to the holders of the ExchangeableShares to be redeemed the Redemption Price for each such Exchangeable Share, uponsurrender at the registered office of HOC or at any office of the Transfer Agent as may bespecified by HOC in such notice of the Exchangeable Shares, 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. Payment of the total RedemptionPrice for such Exchangeable Shares, together with payment of such dividends, shall bemade either(i) by delivery to each holder, at the address of the holder recorded in the securities registerof HOC or by holding for pick-up by the holder at the registered office of HOC or at anyoffice of the Transfer Agent as may be specified by HOC in such notice, certificatesrepresenting Ordinary Shares (which shares shall be duly issued as fully paid and shall befree and clear of any lien, claim or encumbrance) and, if applicable, a cheque of HOCpayable at par at any branch of the bankers of HOC in payment of any such dividends, ineach case, less any amounts withheld on account of tax required to be deducted andwithheld therefrom; or270