Common use of Conditions Precedent to First Closing Clause in Contracts

Conditions Precedent to First Closing. The obligation of the Investor to subscribe to the Series A Subscription Securities on the First Closing Date is subject to the fulfilment, (unless specifically waived in writing by the Investor), in form and manner satisfactory to the Investor, of the conditions (“Conditions Precedent”) hereunder. Completion of financial, business and legal due diligence exercise of the Company by the Investor and resolution of all issues raised by the Investor and their respective advisors pursuant to such due diligence exercise and compliance with such other conditions as may be required by the Investor pursuant to the due diligence; Receipt of the Audited Accounts of the Company; The Company and the Promoters shall have obtained all corporate approvals, Third Party approvals, appropriate Authorisations from the Governmental Authorities, in form and manner satisfactory to the Investor, necessary for consummation of the transactions contemplated herein, including without limitation for the issuance of the Investor Subscription Securities and the amendment of the Charter Documents, and passing of necessary resolutions in connection with the transaction contained herein. Further, the Company and the Promoters shall have delivered an extract of the relevant Authorisations (including appropriate resolutions of the Board authorizing the execution of the Transaction Documents by the Company) and all such other documents as may be necessary in connection with the above, certified by any of the Directors, to the Investor; The Company shall pass adequate Board and Shareholders resolutions by way of special resolution, to principally approve the issue and allotment of the Series A Subscription Securities to the Investor; The Company having passed adequate resolutions authorizing a representative of the Company to make fillings with the Registrar of Companies in relation to aforementioned resolution in Clause 5.1 (d); The Company shall have made a private placement offer (PAS 4) to Investor for Investor Series A Subscription Securities filed with the ROC Form GNL-2 enclosing the copy of Form PAS-4 and Form PAS-5 (as provided for under the Chapter III Rules) within the stipulated time under applicable Laws but within at least 2 (two) Business Days prior to the First Closing Date; The Company shall open the Designated Bank Account as required under Section 42(6) of the Act; The Company shall have provided to the Investor a valuation certificate from a Chartered Accountant or a Category 1 Merchant Bank registered with SEBI, in a form and substance satisfactory to the Investor, specifying the valuation of the Equity Securities, arrived at as per the applicable pricing guidelines issued by the RBI; Each of the Transaction Documents shall have been executed by each of the Parties thereto and shall be in full force and effect and no default shall have occurred under any of the Transaction Documents; No event shall have occurred or be continuing, which has or would reasonably be expected to have, a Material Adverse Effect; The Company shall have passed the necessary Board and the Shareholders resolutions to: (i) increase its authorized share capital to enable the issuance of the Series A Subscription Securities and Series A1 Subscription Securities to the Investor; including Equity Shares to be issued upon conversion of the Series A Subscription Securities and Series A1 Subscription Securities; (ii) amend its MoA to reflect the increase in its authorized share capital; (iii) make requisite filings with the RoC including but not limited to Form SH-7; (iv) pay adequate stamp duty on the said increase of the authorized share capital. The Company shall have delivered to the Investor copies of the following documents, certified by a duly authorized director of the Company: Resolutions duly passed by the Board, and Shareholders to provide an in principle approval for the issue of the Series A Subscription Securities by the Company to the Investor on the First Closing Date; private placement offer letters in Form PAS-4 (as provided for under the Chapter III Rules) for the private placement of the Series A Subscription Securities by the Company to the Investor on the First Closing Date , in accordance with Section 42 of the Act, which shall be duly accompanied by an application form serially numbered and addressed specifically to the respective Investor; the notice and explanatory statement (issued in compliance with the Act, Chapter III Rules and Chapter IV Rules and containing all requirements prescribed under Rule 13(2)(d) of the Chapter IV Rules in addition to the basis or justification for the price (including premium, if any) at which the offer is made) circulated to the Shareholders for the convening of the Shareholders’ Meeting at which the resolutions approving the issuance of the Series A Subscription Securities on the First Closing Date ; the special resolutions duly passed by the Shareholders of the Company, approving the execution, delivery and performance by the Company of the Transaction Documents, including the issue of the Series A Subscription Securities by the Company to the Investor (pursuant to Section 42 of the Act, Section 62(1)(c) of the Act, Rule 14 of Chapter III Rules and Rule 13 of the Chapter IV Rules and all other applicable provisions of the Act and the rules notified thereunder); the record of the private placement offer required to be maintained by the Company in Form PAS-5 (as provided for under the Chapter III Rules); the Form GNL-2 filed with ROC in accordance with Clause 5.1 (f); and the valuation report issued by a Registered Valuer, as required pursuant to Section 62(1)(c) of the Act and the Chapter IV Rules and Foreign Direct Investment policy of the Government of India read with Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000. There shall not have been any proceeding, temporary restraining order, preliminary or permanent injunction, attachment or other order issued by any court of competent jurisdiction or other legal or regulatory prohibition or restriction or other action issued, pending or threatened to the knowledge of the Promoters and/or the Company which (i) involves a challenge to or seeks to or prohibits, prevents, restrains, restricts, delays, makes illegal or otherwise interferes with the consummation of any of the transactions contemplated under the Transaction Documents, or materially impairs or prejudices the due and proper consummation of the transactions contemplated under the Transaction Documents, or (ii) seeks to impose conditions upon the ownership or operations of the Company or which affects the ability of any of the Investor to invest in the Company; Each of the Warranties of the Warrantors being true and accurate in all material respects and not misleading in each case as of the Effective Date and as of the First Closing Date; The shareholding pattern of the Company as on the Effective Date being as set out in Part A of Schedule I of this Agreement and the shareholding pattern of the Company immediately upon the First Closing being as set out in Part B of Schedule I of this Agreement; The Company shall have ensured that the Charter Documents permit the issuance of the Investor Subscription Securities; The Company shall have executed an FIRC request letter, in a form and manner satisfactory to the Investor and submitted the said documents to the bank of Investor.; The Company shall have executed a form in relation to the FCPA, as required by the Investor in the form mentioned in Schedule V; The Company and the Promoters shall have ensured that all documents required to be filed under applicable Law (including but not limited to duly executed Form FC-GPR) in respect of allotment of the Investor Series A Subscription Securities to the Investor are prepared and kept ready for submission to each of the relevant authorities, as applicable; and The Pre-Completion Covenants that are set forth in Clause 5.5 having been complied with.

Conditions Precedent to First Closing. 4.1. The obligation of (i) the Investor Purchasers to subscribe acquire the Sale Shares from the Sellers and to pay the Series A Subscription Securities on Purchase Amount for the First Closing Date purchase of Sale Shares, and (ii) the Sellers to sell the Sale Shares, free and clear of all Encumbrances; is subject to the fulfilmentfulfilment of all the conditions set out below (Conditions Precedent), (which shall be completed, unless specifically waived in writing accordance with Clause 4.6 (Satisfaction of the Conditions Precedent), on or prior to the Long Stop Date: A. Conditions Precedent to be fulfilled by the Investor)Company, in form the Holdco and manner satisfactory the Holdco Promoters (a) Prior consent of the IRDA for the sale of Equity Shares and the consummation of the proposed transactions contemplated under this Agreement and the Other Share Purchase Agreements shall have been received, and any conditions thereunder being reasonably acceptable to the InvestorParties, provided that the standard conditions prescribed by the IRDA in accordance with the IRDA (Transfer of Equity Shares of Insurance Companies) Regulations 2015 and IRDA (Investment by Private Equity Funds in Indian Insurance Companies) Guidelines 2017 in relation to investment in insurance companies shall be deemed to be acceptable to the Parties; (b) Prior written approval of the conditions (“Conditions Precedent”) hereunder. Completion following, for change in management of financialthe Company, business and legal due diligence exercise change in controlling interest of the Company shall have been received from: (i) General Insurance Corporation of India; and (ii) The holder of non-convertible debentures issued by the Investor and resolution Company in accordance with the terms of all issues raised by the Investor and their respective advisors pursuant to such due diligence exercise and compliance with such other conditions as may be required by the Investor pursuant to the due diligence; Receipt each of the Audited Accounts of debenture trust deeds dated 4 September 2017 and 27 October 2017; (c) The Transaction Documents to which the Company; The Company , the Holdco and / or the Holdco Promoters are parties, shall have obtained all corporate approvals, Third Party approvals, appropriate Authorisations from the Governmental Authorities, in form and manner satisfactory to the Investor, necessary for consummation of the transactions contemplated herein, including without limitation for the issuance of the Investor Subscription Securities and the amendment of the Charter Documents, and passing of necessary resolutions in connection with the transaction contained herein. Further, the Company and the Promoters shall have delivered an extract of the relevant Authorisations (including appropriate resolutions of the Board authorizing the execution of the Transaction Documents been executed by the Company, the Holdco and / or the Holdco Promoters as applicable; (d) The Escrow Accounts shall have been opened and all such other documents as may be necessary in connection with operational; (e) The R&W Insurance (including the above, certified by any of the Directors, exclusions to the Investor; The Company R&W Insurance) shall pass adequate Board be in a form agreed to between (i) the Purchaser Representatives and Shareholders resolutions by way (ii) the Holdco and Holdco Promoters (in case of special resolution, to principally approve the issue and allotment Direct Transfer) or Holdco Promoters (in case of the Series A Subscription Securities to the Investor; The Company having passed adequate resolutions authorizing a representative of the Company to make fillings with the Registrar of Companies in relation to aforementioned resolution in Clause 5.1 In- Specie Distribution); (d); f) The Company shall have made a private placement offer (PAS 4) to Investor for Investor Series A Subscription Securities filed with the ROC Form GNL-2 enclosing the copy of Form PAS-4 executed and Form PAS-5 (as provided for under the Chapter III Rules) within the stipulated time under applicable Laws but within at least 2 (two) Business Days prior delivered to the First Closing Date; The Company shall open the Designated Bank Account as required under Section 42(6Purchasers, duly executed employee agreements with Xx. X. Jagannathan (CMD), Xx. Xxxxx X. Roy (ED & Chief Marketing Officer) of the Act; The Company shall have provided to the Investor a valuation certificate from a Chartered Accountant or a Category 1 Merchant Bank registered with SEBIand Xx. Xxxxxxx Xxxxxxxxxx (SED & Chief Operating Officer), in a form and substance satisfactory manner acceptable to the InvestorPurchaser Representatives and the relevant employee, specifying the valuation of the Equity Securities, arrived at as per the applicable pricing guidelines issued by the RBI; Each of the Transaction Documents shall have been executed by each of the Parties thereto and which employment agreements shall be in full force and effect and no default shall have occurred under any of the Transaction Documents; No event shall have occurred or be continuing, which has or would reasonably be expected to have, a Material Adverse Effect; The Company shall have passed the necessary Board and the Shareholders resolutions to: (i) increase its authorized share capital to enable the issuance of the Series A Subscription Securities and Series A1 Subscription Securities to the Investor; including Equity Shares to be issued upon conversion of the Series A Subscription Securities and Series A1 Subscription Securities; (ii) amend its MoA to reflect the increase in its authorized share capital; (iii) make requisite filings with the RoC including but not limited to Form SH-7; (iv) pay adequate stamp duty on the said increase of the authorized share capital. The Company shall have delivered to the Investor copies of the following documents, certified by a duly authorized director of the Company: Resolutions duly passed by the Board, and Shareholders to provide an in principle approval for the issue of the Series A Subscription Securities by the Company to the Investor on effective from the First Closing Date; private placement offer letters ; (g) Subject to the Disclosure Letter, the Business Warranties made by the Holdco and the Holdco Promoters shall be true and correct in Form PAS-4 (all respects at and as provided for under the Chapter III Rules) for the private placement of the Series A Subscription Securities Original Agreement Date and the First Closing Date, as if made at and as of such date; (h) Subject to the Disclosure Letter, the Company Warranties made by the Company Holdco and the Holdco Promoters shall be true and correct in all respects at and as of the Original Agreement Date and the First Closing Date, as if made at and as of such date; (i) Subject to the Investor Disclosure Letter: i. in case of Direct Transfer, the Holdco Sale Share Warranties (including Warranties to clear and marketable title to and all legal and beneficial rights and interest in Holdco Sale Shares) made by the Holdco shall be true and correct in all respects at and as on (i) the Agreement Date, (ii) the First Closing Date, (iii) the Direct Transfer Second Closing Date and (iv) the Direct Transfer Third Closing Date in respect of Direct Transfer Holdco Sale Shares 2; or ii. in case of In-Specie Distribution, (i) the Holdco Promoters Sale Share Warranties (including Warranties to relating to clear and marketable title to and all legal and beneficial rights and interest in the Sale Shares held by the Holdco Promoters), made by the Holdco Promoters shall be true and correct in all respects at and as of the In-specie Second Closing Date; or iii. in case of Joint Transfer, the Holdco Sale Share Warranties (including Warranties to clear and marketable title to and all legal and beneficial rights and interest in Holdco Sale Shares) made by the Holdco shall be true and correct in all respects at and as of (i) the Agreement Date, (ii) the First Closing Date , and (iii) the Joint Transfer Second Closing Date in accordance with Section 42 respect of Joint Transfer Holdco Sale Shares 2; (j) The Tax Warranties made by: i. the Holdco (in case of Direct Transfer) shall be true and correct in all respects at and as of (i) the Direct Transfer Second Closing Date and (ii) the Direct Transfer Third Closing Date in respect of Holdco Sale Shares 2; and ii. Holdco Promoters (in case of In-specie Distribution) shall be true and correct in all respects at and as of the Act, which In-specie Second Closing Date; iii. the Holdco (in case of Joint Transfer) shall be duly accompanied by an application form serially numbered true and addressed specifically to the respective Investor; the notice correct in all respects at and explanatory statement as of (issued in compliance with the Act, Chapter III Rules and Chapter IV Rules and containing all requirements prescribed under Rule 13(2)(di) of the Chapter IV Rules in addition to the basis or justification for the price (including premium, if any) at which the offer is made) circulated to the Shareholders for the convening of the Shareholders’ Meeting at which the resolutions approving the issuance of the Series A Subscription Securities on the First Closing Date ; the special resolutions duly passed by the Shareholders (in case of the Company, approving Joint Transfer Holdco Sale Shares 1) and (ii) the execution, delivery and performance by the Company Joint Transfer Second Closing Date in respect of the Transaction Documents, including the issue of the Series A Subscription Securities by the Company to the Investor Joint Transfer Holdco Sale Shares 2; (pursuant to Section 42 of the Act, Section 62(1)(ck) of the Act, Rule 14 of Chapter III Rules and Rule 13 of the Chapter IV Rules and all other applicable provisions of the Act and the rules notified thereunder); the record of the private placement offer required to be maintained by the Company in Form PAS-5 (as provided for under the Chapter III Rules); the Form GNL-2 filed with ROC in accordance with Clause 5.1 (f); and the valuation report issued by a Registered Valuer, as required pursuant to Section 62(1)(c) of the Act and the Chapter IV Rules and Foreign Direct Investment policy of the Government of India read with Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000. There shall not have been any being no proceeding, temporary restraining orderoutstanding judgements, preliminary decrees or permanent orders, injunction, attachment or other order issued by any court of competent jurisdiction or other legal or regulatory prohibition or restriction or other action issued, pending or threatened to the knowledge of the Promoters and/or the Company which (i) Company’s Knowledge, threatened, that involves a challenge to or seeks to or which prohibits, prevents, restrains, restricts, delays, makes illegal or otherwise interferes with the consummation of any sale and transfer of the transactions Transaction Shares as contemplated under in the Transaction Documents; (l) The Company shall have delivered to the Purchasers a valuation certificate issued by a chartered accountant with respect to the Transaction Shares as required under Applicable Laws; (m) As on 19 March, or materially impairs or prejudices 2019, (A) the due and proper consummation Holdco shall have delivered to Platinum Partners, Mumbai to hold in escrow till March 26, 2019 an opinion from one of the transactions contemplated Big 5 firm, certifying that, there are no tax proceedings and/or outstanding Tax demands against the Holdco and there are no conditions which may impact the sale of the Holdco Sale Shares under section 281 of the Transaction DocumentsIT Act; and (B) the Holdco Promoters shall deliver to the Purchasers either (a) an opinion from one of the Big 5 firms, certifying that, there are no tax proceedings and/or outstanding Tax demands against the Holdco Promoters and there are no conditions which may impact the sale of the In-specie Holdco Promoter Sale Shares under section 281 of the IT Act; or (b) a certificate issued by the relevant tax authority under section 281 of the IT Act permitting the sale of the In-specie Holdco Promoter Sale Shares; provided that (A) shall not be applicable in case the election for the In-specie Distribution is made on or prior to 19 March 2019 and (B) shall not be applicable in case the election for the Joint Transfer is made on or prior to 5 March 2019; (n) As on 19 March 2019, (A) the Holdco shall have delivered to the Platinum Partners, Mumbai to hold in escrow till March 26, 2019 a certificate from a one of the Big 5 firms setting out (i) the capital gains tax amount (and the basis for its calculation) applicable in relation to sale of Holdco Sale Shares under this Agreement, in accordance with the IT Act and (ii) seeks the total amount to impose conditions upon be deposited by Purchasers in the ownership Tax Escrow Account in accordance with the terms of this Agreement including the split between the Direct Transfer First Tranche Tax Escrow Amount and the Direct Transfer Second Tranche Tax Escrow Amount or operations the Joint Transfer First Tranche Tax Escrow Amount and the Joint Transfer Second Tranche Tax Escrow Amount (as the case may be); and (B) the Holdco Promoters shall have delivered to the Purchaser Representatives a certificate from a one of the Company or which affects Big 5 firms setting out (i) the ability capital gains tax amount (and the basis for its calculation) applicable in relation to sale of any of In-specie Holdco Promoter Sale Shares under this Agreement, in accordance with the Investor IT Act and (ii) the In-specie Tax Escrow Amount to invest be deposited by Purchasers in the CompanyTax Escrow Account in accordance with the terms of this Agreement; Each of provided that (A) shall not be applicable in case the Warranties of election for the Warrantors being true In- specie Distribution is made on or prior to 19 March 2019 and accurate (B) shall not be applicable in all material respects and not misleading in each case as of the Effective Date and as of election for the Joint Transfer is made on or prior to 5 March 2019; (o) Snowdrop shall have delivered to the Purchaser Representatives, duly executed letters confirming that effective from the First Closing Date; The shareholding pattern , (i) they shall have no claims against (A) the Company under the relevant Existing Agreements and the articles of association of the Company as on and the Effective Date being as set out articles of association of the Holdco / or (B) the Key Management Personnel, and (ii) the Existing Agreements shall be terminated with respect to them in Part A entirety (including the clauses that survive such termination), without any accrued rights or obligations. (p) No Material Adverse Effect shall have occurred; (q) There shall have been no breach of Schedule I material terms of this Agreement and by the shareholding pattern of Holdco, the Company immediately upon Holdco Promoters and/ or the First Closing being as set out in Part B of Schedule I of this Agreement; Company; (r) The Company shall have ensured that the Charter Documents permit the issuance of the Investor Subscription Securities; The Company shall have executed an FIRC request letter, in a form and manner satisfactory deliver to the Investor Purchaser Representatives, its Supporting Documents and submitted the said documents to the bank of Investor.; The Company shall have executed a form in relation to the FCPA, as required by the Investor in the form mentioned in Schedule V; The Company and the Promoters shall have ensured that all other information/ documents required to be filed under applicable Law submitted by the Company (including but not limited to duly executed as advised by the relevant Authorized Dealer) for the due filing of Form FC-GPR) TRS and/or such other exchange control forms prescribed in respect of allotment addition to or in lieu of the Investor Series A Subscription Securities Form FC-TRS; (s) In the event that the Interim Funding Shares are offered by the Company to an Interim Funding Third Party pursuant to Clause 5.9.2, the Company shall have (A) delivered to the Investor are prepared Purchaser Representatives (i) a copy of the duly executed deed of accession from such Interim Funding Third Party, in the format set out in Schedule 8, and kept ready for submission (ii) the revised Per Sale Share Price payable to each Transaction Seller; and (B) refunding the amounts infused by the Purchasers into the Company towards subscription of the relevant authoritiesInterim Funding Shares in accordance with the provisions of the Investment Agreement. (t) Satisfaction of other conditions as may be mutually agreed between the Purchaser Representatives, as applicable; the Company, the Holdco, Snowdrop, the Non-Promoter Sellers and The Pre-Completion Covenants that are set forth in Clause 5.5 having been complied withthe Holdco Promoters.

Conditions Precedent to First Closing. (a) The obligation of Sellers to sell and of Purchaser to purchase the Investor to subscribe to the Series A Subscription Securities First Transferred Interests on the First Closing Date is shall be subject to the fulfilment, (unless specifically waived in writing by the Investor)satisfaction or waiver, in form and manner satisfactory to accordance with the Investorterms of this Agreement, of the following conditions precedent (“the "Conditions Precedent”Precedent to First Closing"): (i) hereunder. Completion all consents and approvals required under the XXXx for the sale of financial, business and legal due diligence exercise all of the Company Transferred Interests from Sellers to Purchaser shall have been obtained and the JOA Novation Agreements shall have been entered into by the Investor and resolution parties thereto; (ii) all pre-emptive rights granted under the XXXx to Carigali in relation to all of all issues raised the Transferred Interests shall have been waived or expired without exercise; (iii) the PETRONAS Approval shall have been received by Sellers in relation to the Investor and their respective advisors transfer of the Transferred Interests pursuant to such due diligence exercise this Agreement and compliance with such other conditions as may be required by the Investor pursuant to the due diligence; Receipt of the Audited Accounts of the Company; The Company and the Promoters shall have obtained all corporate approvals, Third Party approvals, appropriate Authorisations from the Governmental Authorities, in form and manner satisfactory to the Investor, necessary for consummation of the transactions contemplated herein, including without limitation for the issuance of the Investor Subscription Securities and the amendment of the Charter Documents, and passing of necessary resolutions in connection with the transaction contained herein. Further, the Company and the Promoters shall have delivered an extract of the relevant Authorisations not contain any unduly burdensome conditions; (including appropriate resolutions of the Board authorizing iv) the execution of the Transaction Documents Deeds of Assignment by the Company) and all such other documents as may be necessary in connection with the above, certified by any of the Directors, to the Investor; The Company shall pass adequate Board and Shareholders resolutions by way of special resolution, to principally approve the issue and allotment of the Series A Subscription Securities to the Investor; The Company having passed adequate resolutions authorizing a representative of the Company to make fillings with the Registrar of Companies respective parties thereto in relation to aforementioned resolution in Clause 5.1 the First Transferred Interests; (d); The Company v) the parties to the GK UUOA shall have made a private placement offer (PAS 4) to Investor for Investor Series A Subscription Securities entered into the GK UUOA Novation Agreement; *****Commercial terms omitted and filed separately with the ROC Form GNL-2 enclosing Commission. Confidential treatment requested under 17 C.F.R. 240.24b-2. †††††Personal information omitted and filed separately with the copy of Form PAS-4 and Form PAS-5 Commission. Confidential treatment requested under 17 C.F.R. 240.24b-2. (as provided for under vi) the Chapter III Rules) within the stipulated time under applicable Laws but within at least 2 (two) Business Days prior parties to the First Closing Date; The Company shall open the Designated Bank Account as required under Section 42(6) of the Act; The Company SNP UUOA shall have provided entered into the SNP UUOA Novation Agreement; (vii) the parties to the Investor a valuation certificate from a Chartered Accountant or a Category 1 Merchant Bank registered with SEBI, in a form SK 309 and substance satisfactory SK 311 GSA shall have entered into the SK 309 and SK 311 GSA Novation Agreement; (viii) the parties to the Investor, specifying the valuation of the Equity Securities, arrived at as per the applicable pricing guidelines issued by the RBI; Each of the Transaction Documents Kikeh GSA shall have been executed by each of entered into the Parties thereto and shall be in full force and effect and no default Kikeh GSA Novation Agreement; (ix) the parties to the GK GSA shall have occurred under any of entered into the Transaction Documents; No event GK GSA Novation Agreement; (x) the parties to the SNP GSA shall have occurred or be continuing, which has or would reasonably be expected entered into the SNP GSA Novation Agreement; (xi) the parties to have, a Material Adverse Effect; The Company the Kikeh Nominating and Lifting Agreement shall have passed entered into the necessary Board Kikeh Nominating and Lifting Agreement Amendment Agreement; (xii) the Shareholders resolutions to: (i) increase its authorized share capital to enable the issuance of the Series A Subscription Securities and Series A1 Subscription Securities parties to the Investor; including Equity Shares to be issued upon conversion of the Series A Subscription Securities Kidurong Nominating and Series A1 Subscription Securities; (ii) amend its MoA to reflect the increase in its authorized share capital; (iii) make requisite filings with the RoC including but not limited to Form SH-7; (iv) pay adequate stamp duty on the said increase of the authorized share capital. The Company Lifting Agreement shall have delivered to entered into the Investor copies of the following documentsKidurong Nominating and Lifting Agreement Amendment Agreement; (xiii) no judgment, certified by a duly authorized director of the Company: Resolutions duly passed by the Board, and Shareholders to provide an in principle approval for the issue of the Series A Subscription Securities by the Company to the Investor on the First Closing Date; private placement offer letters in Form PAS-4 (as provided for under the Chapter III Rules) for the private placement of the Series A Subscription Securities by the Company to the Investor on the First Closing Date , in accordance with Section 42 of the Act, which shall be duly accompanied by an application form serially numbered and addressed specifically to the respective Investor; the notice and explanatory statement (issued in compliance with the Act, Chapter III Rules and Chapter IV Rules and containing all requirements prescribed under Rule 13(2)(d) of the Chapter IV Rules in addition to the basis or justification for the price (including premium, if any) at which the offer is made) circulated to the Shareholders for the convening of the Shareholders’ Meeting at which the resolutions approving the issuance of the Series A Subscription Securities on the First Closing Date ; the special resolutions duly passed by the Shareholders of the Company, approving the execution, delivery and performance by the Company of the Transaction Documents, including the issue of the Series A Subscription Securities by the Company to the Investor (pursuant to Section 42 of the Act, Section 62(1)(c) of the Act, Rule 14 of Chapter III Rules and Rule 13 of the Chapter IV Rules and all other applicable provisions of the Act and the rules notified thereunder); the record of the private placement offer required to be maintained by the Company in Form PAS-5 (as provided for under the Chapter III Rules); the Form GNL-2 filed with ROC in accordance with Clause 5.1 (f); and the valuation report issued by a Registered Valuer, as required pursuant to Section 62(1)(c) of the Act and the Chapter IV Rules and Foreign Direct Investment policy of the Government of India read with Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000. There shall not have been any proceeding, temporary restraining order, preliminary or permanent injunction, attachment order or other order issued decision enforceable against Sellers or Purchaser by any court of competent jurisdiction or other legal or regulatory prohibition or restriction or other action issued, pending or threatened to the knowledge of the Promoters and/or the Company which (i) involves a challenge to or seeks to or prohibits, prevents, restrains, restricts, delays, makes illegal or otherwise interferes with the consummation of Governmental Entity in Malaysia prohibiting any of the transactions contemplated under by this Agreement has been issued, made or served on Sellers or Purchaser; and (xiv) the Transaction Documents, execution of any assignment or materially impairs or prejudices the due and proper consummation novation agreement in respect of the transactions contemplated under the Transaction Documents, or (ii) seeks to impose conditions upon the ownership or operations of the Company or which affects the ability of any contract entered into by Sellers in connection with any of the Investor Transferred Interests after the Signing Date which Sellers and Purchaser (acting reasonably) consider necessary to invest in effect the Company; Each sale of the Warranties Transferred Interests to Purchaser and to release Sellers from contractual liability under such contract with respect to the Transferred Interests (each an "Interim Period Novation Agreement"). The Conditions Precedent to First Closing in this Section 5.1(a) may be waived (either in whole or in part) only with the written consent of Purchaser and Sellers. (b) Following the Signing Date, each Party shall, and shall procure that each of its Affiliates shall, use its reasonable endeavours to procure the satisfaction of the Warrantors being true Conditions Precedent, including the execution and accurate performance of all such other documents, acts and things as may be reasonably required in all material respects order to satisfy the Conditions Precedent as soon as practicable and not misleading in each case as any event by the Longstop Date. Each Party shall keep the other Parties informed of its progress with regard to the satisfaction of the Effective Date Conditions Precedent. Sellers and as Purchaser shall each notify the other promptly upon becoming aware that any of the First Closing Conditions Precedent have been satisfied. Sellers shall, promptly after the Signing Date; The shareholding pattern of , issue to Carigali notices required pursuant to the Company as on the Effective Date being as set out in Part A of Schedule I XXXx together with a copy of this Agreement and the shareholding pattern Agreed Form of the Company immediately upon JOA Novation Agreements (the "JOA Notice"). (c) Each Party shall promptly co-operate with and provide to the other Parties all such information and documentation concerning that Party and its Affiliates as may be *****Commercial terms omitted and filed separately with the Commission. Confidential treatment requested under 17 C.F.R. 240.24b-2. †††††Personal information omitted and filed separately with the Commission. Confidential treatment requested under 17 C.F.R. 240.24b-2. 31 necessary to enable the other Parties to prepare and submit all necessary filings required by the Government and/or PETRONAS for the purposes of obtaining the PETRONAS Approval or otherwise in connection with the transfer of all of the Transferred Interests as required under this Agreement and otherwise to satisfy the Conditions Precedent to First Closing being as set out Closing. No later than five (5) Business Days following the Signing Date, Sellers shall submit a letter to PETRONAS seeking its approval to the sale of all of the Transferred Interests to Purchaser in Part B order to obtain the PETRONAS Approval. (d) No later than two (2) Business Days following the receipt of Schedule I the PETRONAS Approval, Sellers shall: (i) send each of this Agreementthe JOA Novation Agreements to Carigali; (ii) send the GK UUOA Novation Agreement to each of the counterparties thereto; (iii) send the SNP UUOA Novation Agreement to each of the counterparties thereto; (iv) send the SK 309 and SK 311 GSA Novation Agreement to each of the counterparties thereto; (v) send the Kikeh GSA Novation Agreement to each of the counterparties thereto; (vi) send the GK GSA Novation Agreement to each of the counterparties thereto; (vii) send the SNP GSA Novation Agreement to each of the counterparties thereto; (viii) send the Kikeh Nominating and Lifting Agreement Amendment Agreement to each of the counterparties thereto; (ix) send the Kidurong Nominating and Lifting Agreement Amendment Agreement to each of the counterparties thereto; The Company shall have ensured that and (x) send each Interim Period Novation Agreement to each of the Charter Documents permit counterparties thereto. (e) If, following the issuance of the Investor Subscription Securities; The Company shall have executed an FIRC request letter, in a form JOA Notice pursuant to Section 5.1(b) and manner satisfactory pursuant to the Investor pre-emption process under the XXXx: (i) a counter-notification from Carigali is received by Sellers that Carigali accepts the agreed upon terms and submitted conditions contained in the said documents to JOA Notice which complies with the bank provisions of Investor.the XXXx (a “Counter-Notice”); The Company shall have executed a form or (ii) any other correspondence is received by Carigali in relation to the FCPApre-emption process under the XXXx, as required promptly after receipt of a Counter-Notice or such other correspondence, Sellers shall notify Purchaser and provide to Purchaser a copy of such Counter-Notice or such correspondence, and thereafter Sellers shall terminate this Agreement by written notice to Purchaser once Carigali completes the Investor acquisition of the Transferred Interests in the form mentioned in Schedule V; The Company which case this Agreement shall terminate and the Promoters neither Party shall have ensured any rights or obligations to the other Parties except that all documents required Section 12.3 shall apply. If Sellers accept the validity of a Counter-Notice, Sellers shall promptly notify Purchaser of such *****Commercial terms omitted and filed separately with the Commission. Confidential treatment requested under 17 C.F.R. 240.24b-2. †††††Personal information omitted and filed separately with the Commission. Confidential treatment requested under 17 C.F.R. 240.24b-2. acceptance and either Party shall have the right to be filed terminate the Agreement in accordance with Section 12.1(a)(vii). Any exercise by Carigali of its pre-emption rights under applicable Law (including but not limited to duly executed Form FC-GPR) the Joint Operating Agreements must occur in respect of allotment the acquisition of all and not part of the Investor Series A Subscription Securities to the Investor are prepared and kept ready for submission to each of the relevant authorities, as applicable; and The Pre-Completion Covenants that are set forth in Clause 5.5 having been complied withTransferred Interests.

Conditions Precedent to First Closing. 3.1 The obligation of the Investor Subscribers to subscribe effect the First Closing is conditional upon each of the following conditions (the “Conditions Precedent to First Closing”) having been fulfilled to the Series A Subscription Securities reasonable satisfaction of the Contributing Subscribers, unless jointly waived in writing by Contributing Subscribers in whole or in part (to the extent permissible under Applicable Law), on or before three (3) months from the date of this Agreement (the “First Closing Long Stop Date”): 3.1.1 Contributing Subscribers shall have mutually approved the terms and conditions of each of the Exclusive Licence Agreement and the Company-A*STAR RI Funding Agreement, all of which shall be executed by the relevant Persons on the First Closing Date is Date; 3.1.2 The Company shall have duly passed all necessary written resolutions of the Board in accordance with the Constitution to approve the execution of the Transaction Agreements and authorising specified individuals to take steps to consummate the transactions contemplated in the Transaction Agreements, including but not limited to the following: (a) Issue and allotment of the First Tranche Subscription Shares to the Subscribers, including issuance of the original share certificates therefor; (b) Appointment of three individuals nominated by AIHL as Directors, subject to Applicable Laws (the fulfilment, “NEW AIHL Directors”); and (unless specifically waived c) Authorising the necessary entries in writing by the Investor), in form and manner satisfactory to the Investor, of the conditions (“Conditions Precedent”) hereunder. Completion of financial, business and legal due diligence exercise of the Company by the Investor and resolution of all issues raised by the Investor and their respective advisors pursuant to such due diligence exercise and compliance with such other conditions as may be required by the Investor pursuant to the due diligence; Receipt of the Audited Accounts of the Company; The Company ’s statutory registers and filing of relevant forms with the Promoters relevant governmental authorities in respect of Clauses 3.1.2(a) and 3.1.2(b) above; 3.1.3 AIHL shall have, as the existing sole Shareholder, passed all necessary resolutions in accordance with the Constitution and Applicable Law to authorise the Board to issue and allot the First Tranche Subscription Shares in the manner contemplated under this Agreement; 3.1.4 A*ccelerate shall have obtained all corporate approvals, Third Party approvals, appropriate Authorisations from necessary approvals in respect of the Governmental Authorities, in form execution of this Agreement and manner satisfactory to the Investor, necessary for consummation of the transactions contemplated herein, including without limitation for the issuance hereunder; and 3.1.5 AIHL shall have obtained all necessary approvals in respect of the Investor Subscription Securities and the amendment of the Charter Documents, and passing of necessary resolutions in connection with the transaction contained herein. Further, the Company and the Promoters shall have delivered an extract of the relevant Authorisations (including appropriate resolutions of the Board authorizing the execution of the Transaction Documents by the Company) and all such other documents as may be necessary in connection with the above, certified by any of the Directors, to the Investor; The Company shall pass adequate Board and Shareholders resolutions by way of special resolution, to principally approve the issue and allotment of the Series A Subscription Securities to the Investor; The Company having passed adequate resolutions authorizing a representative of the Company to make fillings with the Registrar of Companies in relation to aforementioned resolution in Clause 5.1 (d); The Company shall have made a private placement offer (PAS 4) to Investor for Investor Series A Subscription Securities filed with the ROC Form GNL-2 enclosing the copy of Form PAS-4 and Form PAS-5 (as provided for under the Chapter III Rules) within the stipulated time under applicable Laws but within at least 2 (two) Business Days prior to the First Closing Date; The Company shall open the Designated Bank Account as required under Section 42(6) of the Act; The Company shall have provided to the Investor a valuation certificate from a Chartered Accountant or a Category 1 Merchant Bank registered with SEBI, in a form and substance satisfactory to the Investor, specifying the valuation of the Equity Securities, arrived at as per the applicable pricing guidelines issued by the RBI; Each of the Transaction Documents shall have been executed by each of the Parties thereto and shall be in full force and effect and no default shall have occurred under any of the Transaction Documents; No event shall have occurred or be continuing, which has or would reasonably be expected to have, a Material Adverse Effect; The Company shall have passed the necessary Board and the Shareholders resolutions to: (i) increase its authorized share capital to enable the issuance of the Series A Subscription Securities and Series A1 Subscription Securities to the Investor; including Equity Shares to be issued upon conversion of the Series A Subscription Securities and Series A1 Subscription Securities; (ii) amend its MoA to reflect the increase in its authorized share capital; (iii) make requisite filings with the RoC including but not limited to Form SH-7; (iv) pay adequate stamp duty on the said increase of the authorized share capital. The Company shall have delivered to the Investor copies of the following documents, certified by a duly authorized director of the Company: Resolutions duly passed by the Board, and Shareholders to provide an in principle approval for the issue of the Series A Subscription Securities by the Company to the Investor on the First Closing Date; private placement offer letters in Form PAS-4 (as provided for under the Chapter III Rules) for the private placement of the Series A Subscription Securities by the Company to the Investor on the First Closing Date , in accordance with Section 42 of the Act, which shall be duly accompanied by an application form serially numbered and addressed specifically to the respective Investor; the notice and explanatory statement (issued in compliance with the Act, Chapter III Rules and Chapter IV Rules and containing all requirements prescribed under Rule 13(2)(d) of the Chapter IV Rules in addition to the basis or justification for the price (including premium, if any) at which the offer is made) circulated to the Shareholders for the convening of the Shareholders’ Meeting at which the resolutions approving the issuance of the Series A Subscription Securities on the First Closing Date ; the special resolutions duly passed by the Shareholders of the Company, approving the execution, delivery and performance by the Company of the Transaction Documents, including the issue of the Series A Subscription Securities by the Company to the Investor (pursuant to Section 42 of the Act, Section 62(1)(c) of the Act, Rule 14 of Chapter III Rules and Rule 13 of the Chapter IV Rules and all other applicable provisions of the Act and the rules notified thereunder); the record of the private placement offer required to be maintained by the Company in Form PAS-5 (as provided for under the Chapter III Rules); the Form GNL-2 filed with ROC in accordance with Clause 5.1 (f); and the valuation report issued by a Registered Valuer, as required pursuant to Section 62(1)(c) of the Act and the Chapter IV Rules and Foreign Direct Investment policy of the Government of India read with Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000. There shall not have been any proceeding, temporary restraining order, preliminary or permanent injunction, attachment or other order issued by any court of competent jurisdiction or other legal or regulatory prohibition or restriction or other action issued, pending or threatened to the knowledge of the Promoters and/or the Company which (i) involves a challenge to or seeks to or prohibits, prevents, restrains, restricts, delays, makes illegal or otherwise interferes with the consummation of any of the transactions contemplated under the Transaction Documents, or materially impairs or prejudices the due and proper consummation of the transactions contemplated under the Transaction Documents, or (ii) seeks to impose conditions upon the ownership or operations of the Company or which affects the ability of any of the Investor to invest in the Company; Each of the Warranties of the Warrantors being true and accurate in all material respects and not misleading in each case as of the Effective Date and as of the First Closing Date; The shareholding pattern of the Company as on the Effective Date being as set out in Part A of Schedule I of this Agreement and any other Transaction Agreements, and authorising specified individuals to take steps to consummate the shareholding pattern of the Company immediately upon the First Closing being as set out in Part B of Schedule I of this Agreement; The Company shall have ensured that the Charter Documents permit the issuance of the Investor Subscription Securities; The Company shall have executed an FIRC request letter, in a form and manner satisfactory to the Investor and submitted the said documents to the bank of Investortransactions contemplated thereunder.; The Company shall have executed a form in relation to the FCPA, as required by the Investor in the form mentioned in Schedule V; The Company and the Promoters shall have ensured that all documents required to be filed under applicable Law (including but not limited to duly executed Form FC-GPR) in respect of allotment of the Investor Series A Subscription Securities to the Investor are prepared and kept ready for submission to each of the relevant authorities, as applicable; and The Pre-Completion Covenants that are set forth in Clause 5.5 having been complied with.