Prospectus re Admission to the Official List - Heritage Oil

(b) rights, options or warrants other than those referred to above;(c) evidences of indebtedness of the Company; or(d) assets of the Company,unless the economic equivalent on a per share basis of such rights, options, securities, shares,evidences of indebtedness or other assets is issued or distributed simultaneously to holders ofthe Exchangeable Shares.Each holder of an Exchangeable Share acknowledges that the Support Agreement furtherprovides, in part, that so long as Exchangeable Shares not owned by the Company or itsAffiliates are outstanding, the Company will not without the prior approval of HOC andCallCo and the prior approval of the holders of the Exchangeable Shares given in accordancewith Part X, section 6.3(i) of these share provisions:(i) subdivide, redivide or change the then outstanding Ordinary Shares into a greater numberof Ordinary Shares;(ii) reduce, combine, consolidate or change the then outstanding Ordinary Shares into a lessernumber of Ordinary Shares; or(iii) reclassify or otherwise change the Ordinary Shares or effect an amalgamation, merger,reorganisation or other transaction affecting the Ordinary Shares,unless the same or an economically equivalent change shall simultaneously be made to, or inthe rights of the holders of, the Exchangeable Shares. The Support Agreement furtherprovides, in part, that the aforesaid provisions of the Support Agreement shall not be changedwithout the approval of the holders of the Exchangeable Shares given in accordance withPart X, section 6.3(i) of these share provisions (other than certain amendments which are notprejudicial to the rights or interests of the holders of Exchangeable Shares).Each holder of an Exchangeable Share acknowledges that the Support Agreement furtherprovides, in part, that the Company will not, without the prior approval of HOC and the priorapproval of the holders of the Exchangeable Shares given in accordance with Part X,section 6.3(i) as long as any outstanding Exchangeable Shares are owned by any person orentity other than the Company or any of its Affiliates, cease to remain the direct or indirectbeneficial owner of all of the issued and outstanding voting shares in the capital of HOC,CallCo and DutchCo.Further, during the term of the Voting and Exchange Trust Agreement, the Company will not,without the consent of the holders at the relevant time of Exchangeable Shares given inaccordance with Part X, section 6.3(i) issue any shares of its capital stock in the same class asthe Special Voting Share and will not amend or modify the Voting and Exchange TrustAgreement except by an agreement in writing executed by the Company, HOC and the Trustee,and approved by the Beneficiaries in accordance with Part X, section 6.3(i) of these shareprovisions.If the Company at any time after the date hereof, consummates any transaction (whether byway of reconstruction, arrangement, reorganisation, consolidation, merger, transfer, sale, leaseor otherwise) whereby all or substantially all of its undertaking, property and assets wouldbecome the property of any other Person or, in the case of a merger, of the continuingcorporation or other entity resulting therefrom (such other Person or continuing corporation(or, in the event of a merger, amalgamation or similar transaction pursuant to which holders ofshares in the capital of the Company are entitled to receive shares or other ownership interestin the capital of any corporation or other legal entity other than such other Person orcontinuing corporation, then such corporation or other legal entity in which holders of sharesin the capital of the Company are entitled to receive an interest) is herein called the ‘‘CompanySuccessor’’) then, provided that the Company Successor is bound, or has agreed to be boundby the provisions of the Voting and Exchange Trust Agreement and Support Agreement and toassume the obligations of the Company thereunder to the satisfaction of the HOC Board ofDirectors, all references in these share provisions to Ordinary Shares shall be deemed to bereferences to the shares of the Company Successor, without amendment to these shareprovisions or any further action whatsoever. For greater certainty, if a transaction described in273