EXHIBIT 99.11
Form of Subscription Agency Agreement
This Subscription Agent Agreement (the "Agreement") is made as of the
day of , 2003, by and between Harken Energy Corporation, a Delaware
corporation (the "Company"), and American Stock Transfer & Trust Company, as
subscription agent (the "Agent").
RECITALS
WHEREAS, the Company has caused a prospectus (the "Prospectus") included in
the Registration Statement on Form S-3, File No. 333-99579, filed with the
Securities and Exchange Commission (the "Commission") on September 13, 2002, as
amended by any amendment filed with respect thereto (collectively the
"Registration Statement"), which relates to a proposed distribution by the
Company of non-transferable subscription rights (the "Subscription Rights") to
purchase shares of the Company's common stock, par value $0.01 per share
("Common Stock"), upon the exercise of such Subscription Rights (the
distribution of the Subscription Rights and the sale of shares of Common Stock
upon the exercise thereof as contemplated by the Registration Statement is
referred to herein as the "Rights Offering");
WHEREAS, the Subscription Rights will be distributed on or about ,
2003, to holders ("Holders") of record of shares of Common Stock, the Company's
Series G1 Convertible Preferred Stock ("Series G1 Preferred Stock"), and the
Company's Series G-2 Convertible Preferred Stock ("Series G1 Preferred Stock")
at the close of business on January 30, 2003 (the "Record Date"), at a rate of
one Subscription Right for each share of Common Stock (or in the case of the
Series G1 Preferred Stock and Series G2 Preferred Stock, one Subscription Right
for each share of Common stock issuable upon conversion) held on the Record
Date;
WHEREAS, the Company has authorized the issuance of up to 95,238,096 shares
of Common Stock (the "Underlying Shares") to be distributed pursuant to the
Rights Offering;
WHEREAS, each Subscription Right will entitle the Holder to purchase at a
subscription price of $ per Subscription Right (or $ per share of
Common Stock) (the "Subscription Price") Underlying Shares (the "Subscription
Privilege"), which Subscription Right to subscribe for such Underlying Shares
pursuant to the Subscription Privilege is not transferable; and
WHEREAS, the Company wishes the Agent to perform certain acts on behalf of
the Company, and the Agent is willing to so act, in connection with the Rights
Offering as set forth herein, all upon the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
agreements set forth herein, the parties agree as follows:
ARTICLE 1
APPOINTMENT OF AGENT
Section 1.1. Appointment of Agent. The Company hereby appoints the Agent
to act as agent for the Company in accordance with the instructions set forth
in this Agreement. The Agent hereby accepts such appointment.
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ARTICLE 2
ISSUANCE OF SECURITIES
Section 2.1. Authorization; Issuance. The Company has authorized the
issuance of the Subscription Rights and, following the Record Date and the
effectiveness of the Registration Statement, will issue such Subscription
Rights to the Holders as contemplated by the Registration Statement. The
Company will notify the Agent upon the effectiveness of the Registration
Statement. As transfer agent and registrar for the shares of Common Stock, the
Agent shall provide such assistance as the Company may require in order to
effect the distribution of the Subscription Rights to Holders, including
assistance in determining the number of Subscription Rights to be distributed
to each such Holder and assistance in distributing the Subscription Documents
(as defined in Section 5.2 hereof) evidencing the Subscription Rights and all
other ancillary documents and issuance of the Underlying Shares.
Section 2.2. Reservation. The Company has authorized the issuance of and
will hold in reserve the Underlying Shares, and upon the valid exercise of
Subscription Rights, the Company will issue Underlying Shares to validly
exercising Holders as set forth in the Registration Statement.
ARTICLE 3
SUBSCRIPTION RIGHTS AND ISSUANCE OF SUBSCRIPTION DOCUMENTS
Section 3.1. Subscription Rights and Issuance of Subscription
Documents. Each set of Subscription Documents shall contain a Subscription
Certificate which shall be non-transferable. The Agent shall, in its capacity
as transfer agent and registrar of the Company, maintain a register of
Subscription Certificates and the Holders thereof. Each Subscription
Certificate shall, subject to the provisions thereof, entitle only the Holder
in whose name it is recorded the right to subscribe for prior to 5:00 P.M., New
York City time, on , 2003, unless extended by the Company (the
"Expiration Date") at the Subscription Price a number of Rights set forth
therein (the "Subscription Privilege"). The Company shall certify to the Agent
the number of shares of Common Stock into which the Series G1 Preferred Stock
and Series G2 Preferred Stock is convertible as of the Record Date and the
names, addresses, and other information of the Holders of such stock as the
Agent may reasonably require in connection with the performance of its
obligations under this Agreement.
ARTICLE 4
FRACTIONAL SUBSCRIPTION RIGHTS AND SHARES
Section 4.1. Fractional Subscription Rights and Shares. The Company shall
not issue fractions of Subscription Rights nor shall the Agent distribute
Subscription Certificates which evidence fractional Subscription Rights. The
aggregate number of Subscription Rights issued to each Holder will be rounded
up to the nearest whole number. All questions as to the validity and
eligibility of any rounding of fractional Subscription Rights shall be
determined by the Company in its sole discretion, and its determination shall
be final and binding. The Company shall not issue fractional shares of Common
Stock to exercising Holders upon exercise of Subscription Rights. The aggregate
number of shares of Common Stock issued to each Holder will be rounded up to
the nearest whole number.
ARTICLE 5
FORM AND EXECUTION OF SUBSCRIPTION DOCUMENTS
Section 5.1. Subscription Certificates. Each Subscription Certificate
shall evidence the Subscription Rights of the Holder therein named to purchase
Common Stock upon the terms and conditions set forth in the Subscription
Documents.
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Section 5.2. Form; Execution. Upon the written advice of the Company,
signed by any of its duly authorized officers, as to the Record Date, the Agent
shall, from a list of the Company's stockholders as of the Record Date to be
prepared by the Agent in its capacity as transfer agent of the Company, and
from the list of Holders of the Series G1 Preferred Stock and Series G2
Preferred Stock delivered to the Agent pursuant to Section 3.1 above, prepare
and record Subscription Certificates in the names of the Holders, setting forth
the number of Subscription Rights to subscribe for the Company's Common Stock
(and number of shares of Common Stock exercisable pursuant to such Subscription
Rights) calculated on the basis of one Subscription Right for each share of
Common Stock recorded on the books in the name of each such Holder, or in the
case of the Series G1 Preferred Stock and Series G2 preferred Stock, one
Subscription Right for each share of Common Stock issuable upon conversion, as
certified to the Agent in Section 3.1 above. Each Subscription Certificate
shall be dated as of the Record Date and shall be executed manually or by
facsimile signature of a duly authorized officer of the Agent. Upon the written
advice, signed as aforesaid, as to the effective date of the Registration
Statement, the Agent shall promptly countersign and deliver the Subscription
Certificate, together with a copy of the Prospectus, instruction letter and any
other document as the Company deems necessary or appropriate (collectively the
"Subscription Documents"), to all Holders. No Subscription Documents shall be
valid for any purpose unless so executed. Delivery shall be by first class mail
(without registration or insurance).
Section 5.3. Foreign Addresses. The Agent will mail Subscription Documents
to Holders whose addresses are outside the United States or who have an Army
Post Office or Fleet Post Office address as provided in Section 5.2 above.
ARTICLE 6
EXERCISE OF SUBSCRIPTION RIGHTS; EXERCISE PRICE; EXPIRATION DATE
Section 6.1. Exercise of Subscription Rights. Each Holder may exercise
some or all of the Subscription Rights evidenced by the Subscription
Certificate (but not in amounts of less than one Subscription Right or an
integral multiple thereof) by delivering to the Agent, on or prior to the
Expiration Date, properly completed and executed Subscription Documents
evidencing such Subscription Rights (with signatures guaranteed, if required by
Section 6.9 hereof, by a financial institution (including commercial banks,
savings and loan associations and brokerage houses) that is a member of a
recognized signature guarantee or medallion program within the meaning of Rule
17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an
"Eligible Institution")), together with payment of the Subscription Price for
each Underlying Share subscribed for pursuant to the Subscription Privilege. In
the case of persons acquiring shares at an aggregate Subscription Price of
$1,000,000 or more, an alternative payment method may be arranged with the
Agent and approved by the Company.
Section 6.2. Depositary Trust Company. In the case of Holders of
Subscription Rights that are held of record through The Depository Trust
Company ("DTC"), exercises of the Subscription Privilege may be effected by
instructing DTC to transfer Subscription Rights from the DTC account of such
Holder to the DTC account of the Agent, together with payment of the
Subscription Price for each Underlying Share subscribed for pursuant to the
Subscription Privilege. Alternatively, a Holder may exercise the Subscription
Rights evidenced by the Subscription Certificate by effecting compliance with
the procedures for guaranteed delivery set forth in Section 6.3 below.
Section 6.3. Guaranteed Delivery Procedures. If a Holder wishes to
exercise Subscription Rights, but time will not permit such Holder to cause the
Subscription Certificate evidencing such Subscription Rights to reach the Agent
on or prior to the Expiration Date, such Subscription Rights may nevertheless
be exercised if all of the following conditions (the "Guaranteed Delivery
Procedures") are met: (a) such Holder has caused payment in full of the
Subscription Price for each Underlying Share being subscribed for pursuant to
the Subscription Privilege to be received (in the manner set forth in Section
6.5 hereof) by the Agent on or prior to the Expiration Date; (b) the Agent
receives, on or prior to the Expiration Date, a guarantee notice (a "Notice of
Guaranteed
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Delivery"), substantially in the form provided with the Subscription Documents,
from an Eligible Institution, stating the name of the exercising Holder, the
number of Subscription Rights represented by the Subscription Certificate or
Subscription Certificates held by such exercising Holder, the number of
Underlying Shares being subscribed for pursuant to the Subscription Privilege,
and guaranteeing the delivery to the Agent of the Subscription Certificate
evidencing such Subscription Rights at or prior to 5:00 p.m., New York City
time, on the date three American Stock Exchange ("AMEX") trading days following
the date of the Notice of Guaranteed Delivery; and (c) the properly completed
Subscription Certificate(s) evidencing the Subscription Rights being exercised,
with any required signatures guaranteed, are received by the Agent, or such
Subscription Rights are transferred into the DTC account of the Agent, at or
prior to 5:00 p.m., New York City time, on the date three AMEX trading days
following the date of the Notice of Guaranteed Delivery relating thereto. The
Notice of Guaranteed Delivery may be delivered to the Agent in the same manner
as Subscription Certificates at the addresses set forth above, or may be
transmitted to the Agent by telegram or facsimile transmission (facsimile:
(000) 000-0000).
Section 6.4. Expiration of Rights. The Subscription Rights shall expire at
5:00 p.m., New York City time, on the Expiration Date, unless extended by the
Company in its sole discretion by providing the Agent with oral or written
notice on or before the expiration of the Subscription Rights on the Expiration
Date.
Section 6.5. Deemed Exercises; Subscription Excess. If an exercising
Holder has not indicated the number of Subscription Rights being exercised, or
if the Subscription Price payment forwarded by such Holder to the Agent is not
sufficient to purchase the number of shares subscribed for, the Holder will be
deemed to have exercised the Subscription Privilege with respect to the maximum
number of whole Subscription Rights which may be exercised for the Subscription
Price delivered to the Agent. To the extent the payment forwarded by the Holder
exceeds maximum number of whole Subscription Rights which may be exercised for
the Subscription Price ("Subscription Excess"), the Agent, as soon as
practicable after the exercise of the Subscription Rights, shall mail to such
Holders any portion of the Subscription Excess, without interest or deduction.
Section 6.6. Bank Account. The Agent shall hold all proceeds of the Rights
Offering in a segregated bank account (the "Bank Account"). Upon receipt by the
Agent of a written notice from the Company and following issuance of the
Underlying Shares, the Agent shall and is hereby directed to withdraw from the
Bank Account in which the proceeds of the Rights Offering have been held and
pay to, credit to the account of or otherwise transfer to the Company all such
Funds. At the request of the Company, any portion of the Underlying Shares
shall be issued and the corresponding proceeds shall be remitted to the
Company. If the Company provides the Agent oral or written notice that the
Rights Offering is not completed with regard to any or all of the Subscription
Rights, prior to the issuance of the Underlying Shares, the Agent shall mail to
any Holder of any such Subscription Rights any payment received by the Agent
from the Holder for the exercise of Subscription Rights as soon as practical.
Section 6.7. Acceptance of Certificates. The Agent is authorized to accept
only Subscription Certificates (other than Subscription Certificates delivered
in accordance with the procedure for guaranteed delivery set forth in Section
6.3, or transfers of Subscription Rights to its account at DTC), received prior
to 5:00 p.m., New York City time, on the Expiration Date.
Section 6.8. No Revocation. Once a Holder has exercised a Subscription
Right, such exercise may not be revoked.
Section 6.9. Guaranteed Signatures. If a Holder requests that the
certificate representing the Common Stock to be issued in a name other than the
name of the Holder or such certificate is to be sent to an address other than
the address shown on such Holders Subscription Certificate, the signatures on
such Subscription Certificate must be guaranteed by an Eligible Institution.
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ARTICLE 7
VALIDITY OF SUBSCRIPTIONS
Section 7.1. Validity of Subscriptions. Irregular subscriptions and
improperly executed Subscription Documents not otherwise covered by specific
instructions herein shall be submitted to an appropriate officer of the Company
and handled in accordance with his or her instructions. Such instructions will
be documented by the Agent indicating the instructing officer and the date
thereof.
ARTICLE 8
DELIVERY OF STOCK CERTIFICATES
Section 8.1. Delivery of Stock Certificates. As soon as practicable after
the Expiration Date, the Agent shall deliver to such exercising Subscription
Rights holder certificates representing the shares of Common Stock purchased
pursuant to the Subscription Privilege.
ARTICLE 9
REPORTS
Section 9.1. Reports. The Agent shall notify both the Company and its
designated representatives by telephone daily during the period commencing with
the mailing of Subscription Documents and ending on the Expiration Date (and in
the case of guaranteed deliveries pursuant to Section 6.3 the period ending
three AMEX trading days after the Expiration Date), which notice shall
thereafter be confirmed in writing, of (i) the number of Subscription Rights
exercised on the day of such request, (ii) the number of Underlying Shares
subscribed for pursuant to the Subscription Privilege and the number of such
Subscription Rights for which payment has been received, (iii) the number of
Subscription Rights subject to guaranteed delivery pursuant to Section 6.3 on
such day, (iv) the number of Subscription Rights for which defective exercises
have been received on such day and (v) cumulative totals derived from the
information set forth in clauses (i) through (iv) above. At or before 5:00
p.m., New York City time, on the first AMEX trading day following the
Expiration Date, the Agent shall certify in writing to the Company the
cumulative totals through the Expiration Date derived from the information set
forth in clauses (i) through (iv) above. The Agent shall also maintain and
update a listing of Holders who have fully or partially exercised their
Subscription Rights and Holders who have not exercised their Subscription
Rights. The Agent shall provide the Company or its designated representatives
with the information compiled pursuant to this Article 10 as any of them shall
request. The Agent hereby represents, warrants and agrees that the information
contained in each notification referred to in this Article 9 shall be accurate
in all material respects.
ARTICLE 10
LOSS OR MUTILATION
Section 10.1. Loss or Mutilation. Upon receipt by the Company and the
Agent of evidence reasonably satisfactory to them of the loss, theft,
destruction or mutilation of a Subscription Certificate, and, in case of loss,
theft or destruction, of indemnity and/or security satisfactory to them, which
may be in the form of an open penalty bond, and reimbursement to the Company
and the Agent of all reasonable expenses incidental thereto, and upon surrender
and cancellation of the Subscription Certificate if mutilated, the Company will
make and deliver a new Subscription Certificate of like tenor to the Agent for
delivery to the registered owner in lieu of the Subscription Certificate so
lost, stolen, destroyed or mutilated. If required by the Company or the Agent
an indemnity bond must be sufficient in the judgment of both to protect the
Company, the Agent or any agent thereof from any loss which any of them may
suffer if a Subscription Certificate is replaced.
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ARTICLE 11
COMPENSATION FOR SERVICES
Section 11.1. Compensation. The Company agrees to pay to the Agent a fee
in the amount of $25,000 as compensation for its services in acting as Agent,
plus out-of-pocket fees (including but not limited to postage and stationery
fees) incurred in the performance of Agent's duties hereunder.
ARTICLE 12
INSTRUCTIONS AND INDEMNIFICATION
Section 12.1. Instructions; Indemnification. The Agent undertakes the
duties and obligations imposed by this Agreement upon the following terms and
conditions:
(a) The Agent shall be entitled to rely upon any written instructions or
directions furnished to it by Xxxxx X. Xxxxxxxx, the Company's Chairman and
Chief Executive Officer, Xxxxx X. Xxxx, the Company's President and Chief
Operating Officer, and A. Xxxxx Xxxxxxxx, the Company's Senior Vice
President--Finance and Secretary, or their designees (each, an "Authorizing
Person"), whether in conformity with the provisions of this Agreement or
constituting a modification hereof or a supplement hereto. Without limiting
the generality of the foregoing or any other provision of this Agreement,
the Agent, in connection with its duties hereunder, shall not be under any
duty or obligation to inquire into the validity or invalidity or authority
or lack thereof of any instruction or direction from an Authorizing Person
of the Company which conforms to the applicable requirements of this
Agreement and which the Agent reasonably believes to be genuine and shall
not be liable for any delays, errors or loss of data occurring by reason of
circumstances beyond the Agent's control.
(b) The Company also agrees to indemnify and hold the Agent harmless
against any losses, claims, actions, damages, liabilities, costs or expenses
(including reasonable fees and disbursements of legal counsel)
(collectively, "Claims") that the Agent may incur or become subject to,
arising from or out of any claim or liability resulting from actions taken
as Agent pursuant to this Agreement; provided, however, that such covenant
and agreement does not extend to, and the Agent shall not be indemnified or
held harmless with respect to, such Claims incurred or suffered by the Agent
as a result, or arising out, of the Agent's negligence, misconduct, bad
faith or breach of this Agreement. In connection therewith: (i) in no case
shall the Company be liable with respect to any Claim against the Agent
unless the Agent shall have notified the Company in writing of the assertion
of a Claim against it promptly after the Agent shall have notice of a Claim
or shall have been served with the summons or other legal process giving
information as to the nature and basis of the Claim; provided, however, that
the failure of the Agent to notify the Company in the above manner will
absolve the Company of liability only when such failure will result or has
resulted in prejudice to the Company with respect to such claim; (ii) the
Company shall be entitled to control the defense of any suit brought to
enforce any such Claim; and (iii) the Agent agrees not to settle or
compromise any Claim with respect to which it may seek indemnification from
the Company without the prior written consent of the Company. In no event
shall the Company be liable for the fees and expenses of any additional
counsel that the Agent may retain.
(c) The Agent shall be protected and shall incur no liability for or in
respect of any action taken, suffered or omitted by it without negligence
and in good faith in connection with its administration of this Agreement in
reliance upon any Subscription Certificate, or written power of attorney,
endorsement, affidavit, letter, notice, direction, consent, certificate,
statement or other paper or document reasonably believed by it to be genuine
and to be signed, executed and, where necessary, verified or acknowledged by
the proper person or person.
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ARTICLE 13
INTERPRETATION AND FUTURE INSTRUCTIONS
Section 13.1. Interpretation. All questions as to the timeliness,
validity, form and eligibility of any exercise of Subscription Rights will be
determined by the Company whose determinations shall be final and binding. The
Company in its sole discretion may waive any defect or irregularity, permit a
defect or irregularity to be corrected within such time as it may determine or
reject the purported exercise of any Subscription Right. Subscriptions will not
be deemed to have been received or accepted until all irregularities have been
waived or cured within such time as the Company determines in its sole
discretion. Neither the Company nor the Agent shall be under any duty to give
notification of any defect or irregularity in connection with the submission of
Subscription Documents or incur any liability for failure to give such
notification.
Section 13.2. Future Instructions. The Agent is hereby authorized and
directed to accept written instructions with respect to the performance of its
duties hereunder from an authorized officer of the Company, and to apply to
such officers for written advice or instructions in connection with its duties,
and it shall not be liable for any action taken or suffered to be taken by it
in good faith in accordance with written instructions of any such officer.
ARTICLE 14
PAYMENT OF TAXES
Section 14.1. Payment of Taxes. The Company covenants and agrees that it
will pay when due and payable all documentary and stamp taxes, if any, which
may be payable in respect of the issuance or delivery of any Subscription
Certificate or of the Underlying Shares; provided, however, that the Company
shall not be required to pay any documentary and stamp tax which may be payable
in respect of the issuance or delivery of certificates for shares of Common
Stock in a name other than that of the registered Holder of such Subscription
Certificate evidencing the Subscription Rights exercised, and the Agent shall
not issue any such certificate until such tax or governmental charge, if
required, shall have been paid.
ARTICLE 15
CANCELLATION AND DESTRUCTION OF SUBSCRIPTION CERTIFICATES
Section 15.1. Cancellation and Destruction. All Subscription Certificates
surrendered for the purpose of exercise, exchange, or substitution shall be
canceled by the Agent, and no Subscription Certificates shall be issued in lieu
thereof except as expressly permitted by provisions of this Agreement. The
Company shall deliver to the Agent for cancellation and retirement, and the
Agent shall so cancel and return, any other Subscription Certificate purchased
or acquired by the Company otherwise than upon the exercise thereof. The Agent
shall deliver all canceled Subscription Certificates to the Company, or shall,
at the written request of the Company, destroy such canceled Subscription
Certificates, and in such case shall deliver a certificate of destruction
thereof to the Company.
ARTICLE 16
CHANGES IN SUBSCRIPTION CERTIFICATE
Section 16.1. Changes in Subscription Certificate. The Agent may, without
the consent or concurrence of the Holders in whose names Subscription
Certificates are registered, by supplemental agreement or otherwise, concur
with the Company in making any changes or corrections in a Subscription
Certificate that it shall have been advised by counsel (who may be counsel for
the Company) is appropriate to cure any ambiguity or to correct any defective
or inconsistent provision or clerical omission or mistake or manifest error
therein or herein contained, and which shall not be inconsistent with the
provision of the Subscription Certificate except insofar as any such change may
confer additional rights upon the Holders.
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ARTICLE 17
ASSIGNMENT AND DELEGATION
Section 17.1. No Assignment; Delegation. Neither this Agreement nor any
rights or obligations hereunder may be assigned or delegated by either party
without the prior written consent of the other party.
Section 17.2. Binding Nature. This Agreement shall inure to the benefit of
and be binding upon the parties and their respective permitted successors and
assigns. Nothing in this Agreement is intended or shall be construed to confer
upon any other person any right, remedy or claim or to impose upon any other
person any duty, liability or obligation.
ARTICLE 18
NOTICES TO THE COMPANY, HOLDERS AND AGENT
Section 18.1. Notices. All notices and other communications provided for
or permitted hereunder shall be made by hand delivery, prepaid certified
first-class mail (return receipt requested), or telecopier (with written
confirmation of receipt):
(a) if to the Company, to:
Harken Energy Corporation
000 XxxxXxxx Xxxx Xxxx., Xxxxx 000
Xxxxxxx, XX 00000
Attention: A. Xxxxx Xxxxxxxx, Vice President--Finance and Secretary
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
Xxxxx & XxXxxxxx
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Attention: Xxxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
(b) if to the Agent, to:
American Stock Transfer & Trust Company
00 Xxxxxx Xxxx, Xxxxx Xxxxx
Xxx Xxxx, XX 00000
Attention: Exchange Department
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
(c) if to a Holder,
at the address shown on the registry books of the Company, or in the
case of Holders of Series G1 Preferred Stock or Series G2 Preferred
Stock, at the address provided by the Company pursuant to the terms of
this Agreement.
All such notices and communications shall be deemed to have been duly given:
when delivered by hand, if personally delivered; when by certified mail, two
business days after being deposited in the mail, postage prepaid, if mailed as
aforesaid; and when receipt is acknowledged, if telecopied.
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ARTICLE 19
MISCELLANEOUS PROVISIONS
Section 19.1. Governing Law. The validity, interpretation and performance
of this Agreement shall be governed by the law of the state of Delaware,
without regard to its principles of conflicts of law. The parties agree that
with respect to all unresolved disputes arising out of this Agreement they
shall submit to the jurisdiction of any state or federal court sitting in
Houston, Texas.
Section 19.2. Severability. The parties hereto agree that if any of the
provisions contained in this Agreement shall be determined invalid, unlawful or
unenforceable to any extent, such provisions shall be deemed modified to the
extent necessary to render such provisions enforceable. The parties hereto
further agree that this Agreement shall be deemed severable, and the
invalidity, unlawfulness or unenforceability of any term or provision thereof
shall not affect the validity, legality or enforceability of this Agreement or
of any term or provision hereof.
Section 19.3. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall be considered one and the same agreement.
Section 19.4. Captions. The captions and descriptive headings herein are
for the convenience of the parties only. They do not in any way modify,
amplify, alter or give full notice of the provisions hereof.
Section 19.5. Facsimile Signatures. Any facsimile signature of any party
hereto shall constitute a legal, valid and binding execution hereof by such
party.
Section 19.6. Further Actions. Each party agrees to perform such further
acts and execute such further documents as are necessary to effect the purposes
of this Agreement.
IN WITNESS WHEREOF, the parties have hereunto set their hands, as of the day
and year first above written.
HARKEN ENERGY CORPORATION
By: __________________________________
Name:_________________________________
Title: _______________________________
AMERICAN STOCK TRANSFER &
TRUST COMPANY
By: __________________________________
Name: ________________________________
Title:________________________________
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