SHARE AND WARRANT EXCHANGE AGREEMENT
THIS AGREEMENT is made on January 2006 BETWEEN (1) o [(registered in o under
number o) whose registered office is at] [of] (the "Vendor") and (2) INDEX OIL &
GAS INC. (a corporation organised under the laws of the state of Nevada and
registered under number o ) whose registered office is at o (the "Purchaser").
WHEREAS the Purchaser has agreed to purchase and the Vendor has agreed to sell
the number of ordinary shares of (pound)0.10 each in the capital of Index Oil &
Gas Limited (the "Company") set out in the Schedule hereto (the "Shares") and
(ii) the number of warrants to subscribe for ordinary shares of (pound)0.10 each
in the capital of the Company set out in the Schedule hereto, such warrants
being constituted pursuant to a Deed Poll of the Company dated o 2005 (the
"Warrants"), in each case on the terms and conditions set out in this Agreement.
1. Completion ("Completion") of the sale and purchase of the Shares and the
Warrants (together, the "Securities") is conditional upon the completion of
the conditional share for share exchange agreement between (1) Lyndon West
(2) Andrew Boetius (3) Dan Murphy (4) David Jenkins (5) Mike Scrutton and
(6) the Purchaser expected to be dated on or around 16 January 2006 (the
"Primary Agreement") for the sale and purchase of all the shares in the
capital of the Company registered solely in the names of Lyndon West,
Andrew Boetius, Dan Murphy, David Jenkins and Mike Scrutton (the
"Condition").
2. If the Condition is not fulfilled on or before 31 January 2006 (or such
later time and date as the parties to the Primary Agreement may agree) this
Agreement shall cease and terminate and neither party to this Agreement
shall have any claim against the other for any costs, damages, compensation
or otherwise under this Agreement.
3. Between the date of this Agreement and Completion the Vendor will not sell
or dispose of all or any part of the Securities or any rights in respect of
or interest in the Securities or agree or purport to do so, and the Vendor
will not during such period take any steps or exercise any rights in
relation to the Securities without the prior written agreement of the
Purchaser.
4. Subject to the terms of this Agreement, the Vendor shall sell the
Securities with full title guarantee free from all encumbrances (including,
without limitation, any mortgage, charge, pledge, hypothecation, lien and
security interest of whatsoever nature (including, without limitation, any
imposed by law) and any proprietary interest or equity of any person
including (without limitation) any title retention, option or right of
pre-emption) and the Purchaser shall purchase the Securities from the
Vendor together with all rights attaching to them at the date of Completion
(including the right to receive all dividends and distributions declared,
paid or made after the date of Completion).
5. The Vendor hereby waives all and any rights of pre-emption under the
articles of association of the Company or otherwise in respect of the sale
to the Purchaser of the entire issued share capital of the Company.
6. The consideration for the sale and purchase of the Securities shall
comprise:
(a) for the Shares, the allotment of the number of shares of common stock
of [no par value] in the capital of the Purchaser set out in the
Schedule hereto (credited as fully paid and ranking pari passu in all
respects with the existing issued shares of common stock in the
capital of the Purchaser in issue on the date of Completion); and
(b) for the Warrants, the allotment of the number of warrants to subscribe
for shares of common stock of [no par value] in the capital of the
Purchaser set out in the Schedule hereto, such warrants to be
constituted pursuant to the terms of a deed poll of the Purchaser
complying in all material respects with the summary of such instrument
contained in the Information Memorandum from the Purchaser to the
shareholders of the Company dated o January 2006.
7. Completion shall take place simultaneously with the satisfaction of the
Condition at the offices of Faegre & Benson LLP at 7 Pilgrim Street,
London, EC4V 6LB or at such other place as the Vendor and the Purchaser may
agree.
8. Subject to Completion the Vendor irrevocably (by way of security for its
obligations under this Agreement) appoints any person nominated by the
Purchaser as its attorney and in its name and on its behalf to (i) sign or
execute as a deed such share transfer or transfers in respect of the
Securities and all such other documents as may be required to transfer the
legal and beneficial interest in the Securities to the Purchaser and (ii)
exercise all voting rights and other rights attaching to the Securities and
to appoint proxies for these purposes pending registration of the Purchaser
as the holder of the Securities.
9. The Purchaser shall not be obliged to complete the purchase of any
Securities unless the purchase of the entire issued share capital and
warrants of the Company constituted pursuant to the Instrument is completed
at the same time in accordance with this Agreement, the Primary Agreement
and such other agreements in a form substantially similar to this Agreement
as may be reasonably required by the Purchaser.
10. The Purchaser shall pay all stamp duty on this Agreement and on the
transfers of the Securities.
11. This Agreement constitutes the entire agreement between the parties and no
modification, variation or amendment of this Agreement shall be effective
unless such modification, variation or amendment is in writing and has been
signed by or on behalf of the parties.
12. This Agreement shall be governed by and construed in accordance with
English law. Each of the parties submits to the non-exclusive jurisdiction
of the courts of England. A person who is not a party to this Agreement
shall have no right under the Contracts (Rights of Third Parties) Act 1999
to enforce any term of this Agreement but this shall not affect any right
or remedy of a third party which exists or is available apart from that
Act.
IN WITNESS whereof this Agreement has been executed as a Deed the day and year
first before written
SIGNED AND DELIVERED AS A DEED
by
in the presence of:
Witness Signature: ..........................................
Witness Name: ..........................................
Witness Address:
SIGNED AND DELIVERED AS A DEED
by INDEX OIL & GAS INC.
acting by:
Signature of Director ..........................................
Signature of Director/Secretary ..........................................
The Schedule
The Securities The Consideration
o Shares o shares of common stock of [no par
value] in the capital of the Purchaser
o Warrants o warrants to subscribe for common
stock of [no par value] in the capital
of the Purchaser