JPMorgan - KASE

Š any transfer by CAIH or its affiliates to any third party, so long as such third party becomes
bound by the terms of the CAIH Shareholders’ Agreement and such third party is approved
by a majority of our board of directors;
Š a transfer by CAIH to any arm’s-length third party:
Š where the number of common shares so transferred is not less than 20% of the total issued
and outstanding our common shares;
Š a transfer by CAIH or its affiliates to any arm’s-length third party, so long as CAIH or its
affiliates obtain a representation from such third party that, after giving effect to the
transfer, such third party would beneficially own less than 20% of the total issued and
outstanding Hurricane Hydrocarbons common shares; or
Š subject to the transfer described in the immediately preceding bullet point, where a third
party would, after giving effect to the transfer, beneficially own not less than 20% of our
total issued and outstanding common shares, provided that CAIH or its affiliates have, as a
condition to the transfer, obtained the agreement of such third party in writing to be
bound by the terms of the CAIH Shareholders’ Agreement. In the event such third party
thereafter makes a bona fide offer to all holders of our common shares for the acquisition
of all of the issued and outstanding common shares (other than those held by CAIH or its
affiliates), then so long as that offer satisfies certain requirements set out in the CAIH
Shareholders’ Agreement, such third party, following the completion of the transaction set
forth in such takeover bid, will be automatically released from compliance with the CAIH
Shareholders’ Agreement.
Voting Matters
With respect to shareholder voting, CAIH has the right to vote up to 20% of the then issued and
outstanding Hurricane Hydrocarbons common shares in its sole discretion. However, with respect
to:
Š the election of persons to our board other than persons nominated by CAIH; and
Š the approval of “business combination transactions” that are not “fundamental changes”
as those terms are defined in the CAIH Shareholders’ Agreement; and
Š the approval of “related party transactions” as that term is defined in the CAIH
Shareholders’ Agreement, which have been approved by a majority of the board,
CAIH shall vote, and shall cause its affiliates to vote, all of our common shares owned by them
which constitute more than 20% of our then total issued and outstanding common shares in the
same proportion for and against that matter as all our common shareholders, including CAIH and
its affiliates, as a group have voted. With respect to approvals of “fundamental changes”, CAIH
and its affiliates will be entitled to vote all of their common shares in their sole discretion.
Termination of Shareholders’ Agreement
The CAIH Shareholders’ Agreement provides that it:
Š may be terminated by the mutual written consent of CAIH and us;
Š will no longer be binding upon CAIH if CAIH and its affiliates, or any other person who
may become bound by the terms of the CAIH Shareholders’ Agreement and its affiliates,
shall have become the beneficial owner of less than 10% of our common shares
outstanding; or
Š will no longer be binding upon CAIH if CAIH and its affiliates or any other person who may
become bound by the terms of the CAIH Shareholders’ Agreement and its affiliates,
become beneficial owners of more than 50% of our common shares outstanding.
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