Prospectus re Admission to the Official List - Heritage Oil

B. if the amendments would reduce the exercise price or extend the expiry date ofOptions granted to insiders, approval of the shareholders of the Company mustbe obtained;C. the Directors would have had the authority to initially grant the Option under theterms as so amended; andD. the consent or deemed consent of the optionholder is obtained if the amendmentwould materially prejudice the rights of the optionholder under the Option.9. PROPERTY, PLANT AND EQUIPMENTThe Group’s material tangible fixed assets, including leasehold properties are as follows:Freehold/Property Description Location Leasehold Owner/ Tenant Expiry of Term Current RentHead Office Jersey Rental BDO Alto TemporaryChannel AgreementIslandsGroup Technical Offices London, U.K. Leasehold Grosvenor West End 28 September 2129 £29,500 per annumProperties/Coatbridge EstatesLimitedCanadian Office Calgary Leasehold Consolidated Becon N/A Cdn$1,100 perResources/HOCmonthHead-office in the KRI Erbil Rental Mrs Golala Salah January 2009 $2,600 per monthAgreement Ahmad Ahawqi/Heritage Middle EastOperations office in the Sulymaniyah Rental Mr. Kameran Kader January 2009 $2,000 per monthKRIAgreement Ahmad/HeritageMiddle East10. MATERIAL CONTRACTSThe following are the only contracts (not being contracts entered into in the ordinary course ofbusiness) which have been entered into by member of the Group within two years immediatelypreceding the date of this document and which are, or may be, material or which have been enteredinto at any time by members of the Group and which contain any provision under which anymember of the Group has any obligation or entitlement which is, or may be, material to the Groupas at the date of this document:10.1 Arrangement AgreementOn 22 February 2008, HOC entered into an arrangement agreement with the Company, DutchCoand Alberta CallCo which provides for the reorganisation of the share capital of the HOC throughthe Plan of Arrangement pursuant to the Business Corporation Act (Alberta). The terms of theArrangement Agreement are set out in section 1 of Part IX of this document.10.2 Voting and Exchange Trust AgreementAlso in connection with the Arrangement Agreement, HOC entered into a voting and exchangetrust agreement with the Company, Alberta CallCo and the Trustee on 27 February 2008. Pursuantto the Voting and Exchange Trust Agreement, the Company will issue one Special Voting Share tothe Trustee for the benefit of the Beneficiaries. The Special Voting Share will have the number ofvotes, which may be cast at any meeting at which holders of Ordinary Shares are entitled to vote,equal to the number of Exchangeable Shares outstanding at the relevant time.Each Beneficiary on the record date for any meeting at which holders of Ordinary Shares areentitled to vote will be entitled to instruct the Trustee to exercise those votes attached to the SpecialVoting Share for each Exchangeable Share held by such Beneficiary or to obtain a proxy from theTrustee entitling the Beneficiary to vote directly, at the relevant meeting, the votes attached to theSpecial Voting Share to which the Beneficiary is entitled.282