AGREEMENT REGARDING OWNERSHIP INTERESTS IN ISRAEL PETROLEUM COMPANY, LIMITED
ISRAEL
PETROLEUM COMPANY, LIMITED
THIS AGREEME
T REGARDING OWNERSHIP INTERESTS IN ISRAEL PETROLEUM COMPANY, LIMITED (this
"Agreement"), dated as of April
14, 2010, is by and amoung /International Three Crown Petroleum LLC, a Colorado
limited liability company ("ITC"), Israel Oil &
Gas Corporation (Previously, Bontan Oil &
Gas Corporation), an Ontario corporation ("Bontan"), Bontan Corporation
Inc., an Ontario corporation ("Bontan Parent"), Allied
jVen~uresIncorporated, a Belize corporation ("Allied") and Israel Petroleum
Company, Limite1, a Cayman Islands limited company (the "Company"), each,
individually, sometimes referred to
as a "Party" and collectively referred
to as the "Parties."
RECITALS
A. The
Company was formed to, among other things, acquire the Offshore Israel Project
(as defined in the Option Agreement) pursuant to that certain Option Agreement
for Purchase and Sale (the "Option Agreement"), dated October 15,
2009, between ITC and PetroMed Corporation, a Belize corporation ("PetroMed").
B. In
connection with the formation of the Company, the Parties entered into that
certain Contribution and Assignment Agreement dated as of November 14, 2009 (the
"Contribution Agreement") and that certain
Stockholders Agreement of the Company dated as of Novemb er
14, 2009 (the "Stockholders Agreement" and together with the
Contribution Agree ten the "Original Agreements").
C.
Certain disputes have arisen with respect to the Company's interest in the
OffshoI
re Israel Project and certain of the Parties have entered into the
Allocation of Rights and settlefent/ Agreement dated March _, 2010, by and among
the Company, ITC, H. Xxxxxx Xxxxxx, Bontan, PetroMed, Emanuelle Energy Ltd. and
IDB-DT Energy (2010) Ltd. (the "Settlement Agreement") in
order to resolve those disputes.
D. As a
result of the effects of the Settlement Agreement, the Parties desire to set
forth in this Agreement their agreement regarding their respective ownership
interests in the Com any, which agreements shall be effective, for all purposes,
as of the date of the Original Agreements.
AGREEMENT
N OW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is ,acknowleged, the Parties agree as follows:
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1.
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Ownership
Interests. Effective as of November 14, 2009, for all purposes, and all
times from such date through the date hereof: (i) ITC shall be deemed to
have owned, and to currently own, a 23.21% equity
interest in the Company represented by 2,321 ordinary shares of the
Comp any (ii)
Bontan shall be deemed to have owned, and to currently own, a 76.79%
equity interest in the Company represented by 7,679 ordinary shares of the
Company, and (iii) Allied shall be deemed not to have owned or to ever
have owned, and not to currently own, any equity interest' the Company.
For the avoidance of doubt, the 23.21 % equity
interest owned by ITC and the 76.79% equity interest owned by Bontan as
set forth herein shall be deemed to be, and to have represented at all
times from November 14, 2009 to the date hereof, an equivalent interest in
the los,, gain, loss and all other tax attributes of the Company for all
purposes under, and with respect to, United States tax laws and
regulations.
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2.
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Representation
and
Warranties. Each
Party represents and warrants to the other Parties that: (i) it is duly
organized, validly existing and in good standing under the laws of the
jurisdiction fits formation; (ii) all action on the part of the Party
necessary for the authorization of the execution, delivery and performance
of this Agreement by the Company has been taken; and (iii) this Agreement,
when executed and delivered, will be the valid and binding obligation of
the Party enforceable against the Party in accordance with its terms,
except as limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other laws of general application affecting enforcement of
creditors' rights and general principles of equity that restrict the
availability of equitable remedies.
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3.
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Further Assurances. The
Parties shall promptly execute and deliver any additional instruments or
documents which may be reasonably necessary to evidence or better effect
the agreements set forth herein, and shall take any and all action
necessary or appropriate in connection therewith, including any action
necessary to cause the stock certificates issued by the Comp ty to reflect
the respective ownership interests of ITC and Bontan in the Company as set
forth herein.
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4.
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Counterparts. This
Agreement may be executed in any number of counterparts and by each party
on a separate counterpart or counterparts, each of which when so executed
and delivered shall be deemed an original and all of which taken together
shall constitute but one and the same
instrument.
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5.
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Governing
Law. This Agreement shall be deemed to be an agreement made
under the laws of the State of Delaware and for all purposes shall be
governed by and construed in accordance with such
laws.
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6.
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Binding Effect. This
Agreement shall be binding upon and inure to the benefit of each of the
parties and its successors and
assigns.
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7.
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Effect on Original Agreements. This
Agreement is intended to modify and amend the Original Agreements. If any
term or provision hereof is inconsistent with any term or provision of
either of the Original Agreements, the terms and provisions of this
Agreement shall be deemed to modify, amend and supersede (as
appropriate) such inconsistent term or provision of such Original
Agreement and shall control for all purposes. To the extent not modified,
amended or superseded hereby, each of the Original Agreements shall remain
in full force and effect subject, however, to the obligation of ITC upon
execution hereof to enter into good faith negotiations with Bontan to
revise the terms of the Original
Agreements.
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[Signature
Page Follows]
WlITNESS
WHEREOF, the undersigned have executed this Restructuring Agreement as of th dat
first above written.
INTERNATIONAL
THREE CROWN
PETROLEUM
LLC, a Colorado limited liability company
By: S/ H.
Xxxxxx Xxxxxx
Name: H.
Xxxxxx Xxxxxx
Title:
President and Manager
ISRAEL
OIL &
Gas Corporation, an Ontario corporation
By: S/
Xxx Xxxx
Name: Xxx Xxxx
Title:
Chief Executive Officer
BONTAN
CORPORATION INC., an Ontario corporation
By: S/
Xxx Xxxx
Name: Xxx
Xxxx
Title:
Chief Executive Officer
ALLIED
VENTURES INCORPORATED, a Belize corporation
By:
Name:
Title:
ISRAEL
PETROLEUM COMPANY, LIMITED, a Cayman Islands limited company
By:
INTERNATIONAL THREE CROWN PETROLEUM LLC, a Colorado limited liability
company
By: S/ H.
Xxxxxx Xxxxxx
Name: H.
Xxxxxx Xxxxxx
Title:
President and Manager
