Prospectus re Admission to the Official List - Heritage Oil

this Part X, section 6.3(j) results in holders of Exchangeable Shares being entitled to exchangetheir Exchangeable Shares for shares of a Company Successor in a different ratio then that setout in these share provisions, then these share provisions shall be deemed to be amended torefer to such different ratio(s).(k) Actions by HOC under Support AgreementHOC will take all such actions and do all such things as shall be necessary or advisable toperform and comply with and to ensure performance and compliance by the Company,DutchCo, CallCo and HOC with all provisions of the Support Agreement applicable to theCompany, DutchCo, CallCo and HOC, respectively, in accordance with the terms thereofincluding, without limitation, taking all such actions and doing all such things as shall benecessary or advisable to enforce to the fullest extent possible for the direct benefit of HOC allrights and benefits in favour of HOC under or pursuant to such agreement.HOC shall not propose, agree to or otherwise give effect to any amendment to, or waiver orforgiveness of its rights or obligations under the Support Agreement without the approval ofthe holders of the Exchangeable Shares given in accordance with Part X, section 6.3(i) of theseshare provisions other than such amendments, waivers and/or forgiveness as may be necessaryor advisable for the purposes of(i) adding to the covenants of any or all parties to such agreement for the protection of theCompany or the holders of the Exchangeable Shares thereunder provided that the boardof directors of each of HOC, CallCo, DutchCo and the Company shall be of the good faithopinion that such additions will not be prejudicial to the rights or interests of the holdersof Exchangeable Shares;(ii) making such provisions or modifications not inconsistent with such agreement as may benecessary or desirable with respect to matters or questions arising thereunder which, in thegood faith opinion of the board of directors of each of HOC, CallCo, DutchCo and theCompany, it may be expedient to make, provided that each such board of directors shallbe of the good faith opinion, after consultation with legal counsel, that such provisions andmodifications will not be prejudicial to the interests of the holders of the ExchangeableShares; or(iii) making such changes in or corrections to such agreement which, on the advice of counselto HOC, CallCo, DutchCo and the Company, are required for the purpose of curing orcorrecting any ambiguity or defect or inconsistent provision or clerical omission or mistakeor manifest error contained therein, provided that the board of directors of each of HOC,CallCo, DutchCo and the Company shall be of the good faith opinion, after consultationwith counsel, that such changes or corrections will not be prejudicial to the interests of theholders of the Exchangeable Shares.(l) Legend; Call RightsThe certificates evidencing the Exchangeable Shares shall contain or have affixed thereto alegend in form and on terms approved by the HOC Board of Directors, with respect to theSupport Agreement, the provisions of the Plan of Arrangement relating to the Liquidation CallRight, the Retraction Right and the CallCo Redemption Call Right, and the Voting andExchange Trust Agreement (including the provisions with respect to the voting rights, exchangerights and automatic exchange thereunder).Each holder of an Exchangeable Share, whether of record or beneficial, by virtue of becomingand being such a holder shall be deemed to acknowledge each of the Liquidation Call Rightand the CallCo Redemption Call Right, in each case, in favour of CallCo, and the overridingnature thereof in connection with the liquidation, dissolution or winding-up of HOC or theredemption of Exchangeable Shares, as the case may be, and to be bound thereby in favour ofCallCo as therein provided.HOC, CallCo, DutchCo, the Company and the Transfer Agent shall be entitled to deduct andwithhold from any dividend or consideration otherwise payable to any holder of ExchangeableShares such amounts as HOC, CallCo, DutchCo, the Company or the Transfer Agent isrequired to deduct and withhold with respect to such payment under the Income Tax Act(Canada), the laws of the Netherlands, the laws of the United Kingdom, the laws of Jersey or274