CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “***”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934.
Effective April 30, 2012
AMENDMENT NO 2 TO THE AGREEMENT
BETWEEN
***
and
DWM PETROLEUM AG
Relating to the sale and purchase of
80% of the issued share capital
of ***
1
| THIS AMENDMENT (“Amendment”)is made effective as of April 30, 2012 |
| | |
| BETWEEN: |
| | |
| (1) | ***a company organised under the laws of The *** whose registered office is at *** (hereinafter referred to as “***”); and |
| | |
| (2) | DWM PETROLEUM AG,a company registered in Switzerland, having its registered office at Bahnofstrasse 9, Baar, Switzerland (hereinafter referred to as “DWM”). |
| | |
| BACKGROUND: |
| A. | Effective December 31, 2012, *** and DWM entered into a share purchase agreement relating to the sale and purchase of 80% the issued share capital of ***, a Swiss company that would hold 100% shares in *** (hereinafter “SPA”). |
| | |
| B. | Effective December 31, 2013 Articles 3.4.1 and 3.4.3 of the SPA has been amended. |
| | |
| C. | DWM now desires and *** is willing to amend the provisions in the SPA in respect of the Contract (for subsoil use) with the Government ***, as follows. |
| | |
| NOW THEREFORE, *** AND DWM AGREEas follows: |
| | 1. | Last line in Article 3.1.2 of the SPA which reads as below is deleted: |
| | | |
| | | *** |
| | | |
| | 2. | Following new Article 3.1.8 is added in SPA: |
| | | |
| | | “Seller shall confirm to the Purchaser in writing that *** has agreed with the responsible Government authority, the terms for the Contract (for subsoil use) with the Government ***, along with a summary of terms so agreed.” |
| | | |
| | 3. | Following new Article 3.2.12 is added in SPA: |
| | | |
| | | “Seller shall confirm to the Purchaser in writing that *** has executed the Contract (for subsoil use) with the Government ***.” |
| | | |
| | 4. | Except for the amendments in Articles 1 - 3 above, all other terms and conditions of the SPA shall remain in full force and effect. |
IN WITNESS WHEREOF this Amendment has been signed by the parties (or their duly authorised representatives) effective as of April 30, 2012
| *** | DWM PETROLEUM AG |
| | |
| /s/ Signed | /s/ Dr. Werner Ladwein |
| Name: | Name: |
| Title: | Title: |
2
