Exhibit 99.10
Form of Subscription Agency Agreement
This Subscription Agent Agreement (the "Agreement") is made as
of the ___ day of __________, 2002, 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-_______, to be filed with the Securities and Exchange
Commission (the "Commission") on September ___, 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 ___, 2002, 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") as of the close of business on ___,
2002 (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 an
aggregate number of authorized and unissued shares of Common Stock (the
"Underlying Shares") equal to the aggregate number of Subscription
Rights to be distributed pursuant to the Rights Offering;
WHEREAS, Holders will be entitled to subscribe to purchase at
a per share price of $0.__ (the "Subscription Price") one Underlying
Share for each Subscription Right held (the "Subscription Privilege"),
which 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:
1
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.
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 _____, __,
2002, (the "Expiration Date"), at the Subscription Price a number of
shares equal to one Underlying Share for every share of Common Stock
held by each 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 of the Series G1 Preferred Stock
and G2 Preferred Stock) on the Record Date (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.
2
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 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.
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.
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 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
3
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 or 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 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.
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
4
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.
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.
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.
5
ARTICLE 9
REPORTS
Section 9.1. Reports. The Agent shall notify both the Company and
its designated representatives by telephone as requested 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.
ARTICLE 11
COMPENSATION FOR SERVICES
Section 11.1. Compensation. The Company agrees to pay to the
Agent a fee in the amount of $________ as compensation for its services
in acting as Agent, plus postage 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:
6
(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.
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
7
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, stamp and other
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 liable for any tax
liability arising out of any transaction which results in, or is deemed
to be, an exchange of Subscription Rights or shares or a constructive
dividend with respect to the Subscription Rights or shares, and
provided further, that the Company shall not be required to pay any tax
or other governmental charge which may be payable in respect of the
issuance or delivery of certificates for shares of Common Stock in 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
8
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.
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
(b) if to the Agent, to:
American Stock Transfer & Trust Company
00 Xxxx Xxxxxx, 00xx 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
9
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.
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.
[SIGNATURES ON FOLLOWING PAGE]
*****
10
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:
11
