SHARE PURCHASE AND SALE AGREEMENT

This share purchase and sale agreement (“Agreement”) is made by and among:

AFRICAN INTERNATIONAL ENERGY PLC, a company incorporated under the laws of England and Wales (Reg. No. 7576612), with registered offices at Thames House, Esher, Surrey, KT10 9AD, England, United Kingdom (hereinafter referred to as the “Purchaser”, or any qualified nominee company thereof that is properly notified to Sellers at least five Business Days prior to Closing);

FOREST OIL CORPORATION, a company incorporated under the laws of New York (USA), with registered offices at 707 Seventeenth Street, Suite 3600, Denver, Colorado 80202 (USA) (“Forest”);

ANSCHUTZ SOUTH AFRICA CORPORATION, a company incorporated under the laws of the State of Colorado, USA, with registered offices at 555 Seventeenth Street, Suite 2400, Denver, Colorado 80202 (USA) (“Anschutz”), (Anschutz and Forest, hereinafter referred to individually as a “Seller” or collectively as the “Sellers”, as context may require);

FOREST EXPLORATION INTERNATIONAL (SA) (PTY) LTD (Reg. No. 1998/002918/07), a private company with limited liability established under the laws of the Republic of South Africa, with offices located at Suite 1B, The Waterclub, Beach Road, Granger Bay, 8005, Cape Town, Republic of South Africa (hereinafter referred to as “Forest SA”); and

ANSCHUTZ OVERSEAS (SA) (PTY) LTD (Reg. No. 1999/006537/07), a private company with limited liability established under the laws of the Republic of South Africa, with offices located at c/o Bowman Gilfillan, 60 St George’s Mall, 8001, Cape Town, Republic of South Africa (hereinafter referred to as “Anschutz SA”) (Forest SA and Anschutz SA are hereinafter referred to as the “Companies” or individually as a “Company”, as context may require) (Purchaser, the Sellers, and the Companies may be referred to herein collectively as the “Parties,” or individually as a “Party”, as context may require).

WHEREAS, Forest SA is an entirely-owned subsidiary of Forest;

WHEREAS, Anschutz SA is an entirely-owned subsidiary of Anschutz;

WHEREAS, Forest owns 681 shares of the capital of Forest SA, par value 1 Rand, per share, that being the total issued and outstanding capital of Forest SA at the date hereof;

WHEREAS, Anschutz owns 1 share of the capital of Anschutz SA, par value 1 Rand, per share, that being the total issued and outstanding capital of Anschutz SA at the date hereof;

WHEREAS, Anschutz SA is indebted to Anschutz Overseas Corporation, the parent corporation of Anschutz, or its affiliates, in the amount of R232,284,261, as of February 29, 2012;

WHEREAS, Forest SA is indebted to Forest, or its affiliates, in the amount of US$28,852,510.16, as of February 29, 2012;

WHEREAS, the Purchaser wishes to purchase, and Sellers wish to sell, all of the shares of Forest SA and Anschutz SA, respectively;

WHEREAS, the Sellers intend to sell, at the terms and conditions set forth in this Agreement, all of the outstanding capital of each Company;

NOW, THEREFORE, in consideration of the foregoing premises and of the mutual agreements hereinafter contained, the parties hereto agree as follows:

1.1    Subject to and upon the terms and conditions of this Agreement, on the Closing Date (as defined below) (x) Forest shall sell and transfer to the Purchaser, and the Purchaser shall purchase from Forest, shares representing 100% of the capital of Forest SA (as listed on Schedule A, the “Forest Purchased Shares”) and (y) Anschutz shall sell and transfer to the Purchaser, and the Purchaser shall purchase from Anschutz, shares representing 100% of the capital of Anschutz SA (as listed on Schedule B, the “Anschutz Purchased Shares” and collectively with the Forest Purchased Shares, the “Purchased Shares”).

(a)    In consideration for the entry into this Agreement, the Purchaser shall pay to the Sellers collectively the sum of US$10,000,000.00 (ten million US Dollars) as an option payment (the “Option Payment”), at or prior to the time of execution of this Agreement (the “Execution Date”). Payment of the Option Payment shall be made proportionately to the Sellers so that US$7,000,000.00 (seven million US Dollars) shall be paid

to Forest and US$3,000,000.00 (three million US Dollars) shall be paid to Anschutz. Payment of the Option Payment shall be made by wire transfer of immediately available funds to the respective accounts designated for such purpose by each Seller on Schedule G.

(b)    In the event that this Agreement becomes fully executed before the Option Payment has been rendered to each Seller, then the Purchaser may substitute the cash payment with the Standby Letter of Credit, a copy of which is attached hereto as Exhibit 1 (the “SBLC”), failing which Sellers shall be permitted to terminate this Agreement with immediate effect upon delivery of notice of same to the Purchaser. For the avoidance of doubt, Sellers are under no obligation whatsoever to refrain from marketing the interests sold and purchased hereunder until such time as this Agreement has gone into effect as described above.

1.2    At the Closing, the Purchased Shares shall be transferred with all rights attaching thereto, against payment by the Purchaser to the Sellers, of a collective amount (subject to adjustment under Section 2 below) of US$100,000,000.00 (one hundred million US Dollars) (the “Purchase Price”), the balance of such amount net of the Option Payment, to be paid proportionately to Sellers (70% to Forest and 30% to Anschutz), so that US$63,000,000.00 (sixty three million US Dollars) shall be paid to Forest and US$27,000,000.00 (twenty seven million US Dollars) shall be paid to Anschutz (in each case subject to Purchase Price adjustments under Sections 2.4 or 2.5). Transfer of the Purchased Shares will carry with it responsibility for the Purchaser to procure the repayment of all monies owed by a Company to a Seller or any affiliate of a Seller (such monies being an “Intercompany Debt”).

1.3    

(a)    Payment of the Option Payment under Section 1.1(a) (or posting of the SBLC under 1.1(b)) shall create an option to purchase the shares to be sold hereunder that shall run for 45 calendar days from the Execution Date (the “Option Period”, with the option created thereby referred to herein as the “Option”).

(b)    Should Purchaser wish to proceed to Closing, Purchaser must make a formal election to proceed to Closing, in writing to Sellers, which notice must be received prior to expiration of the Option Period. Such notice must be accompanied by proof that Purchaser has obtained irrevocable funding commitments for the Purchase Price as evidenced by (i) a commitment letter in form and substance satisfactory to Sellers in their sole discretion, (ii) the establishment of an escrow account for the amount of the Purchase Price with a financial institution satisfactory to Sellers, or (iii) a letter of credit from a financial institution satisfactory to Sellers, in any such case subject only to the Conditions to Closing in this Agreement being met in accordance with their terms. In addition, if it has not been already, the Option Payment must be paid in cash and in full by wire transfer to the accounts designated on Schedule G for such purpose in order for the election to proceed to Closing to be valid.

(c)    If Purchaser has not affirmatively elected to proceed to Closing by the expiration of the Option Period, or if the Purchaser informs the Sellers prior to such expiration of its intention not to so proceed, then each Seller shall be entitled to retain that portion of the Option Payment that it received, together with all interest

earned thereon, if any; or, if the Option Payment was substituted with the SBLC described in Section 1.1(b), then Sellers may draw upon the SBLC as contemplated thereby to the extent of the $10,000,000 commitment thereunder. Upon satisfaction of this Section 1.3(c), all obligations hereunder except for the confidentiality provisions imposed by Section 9.3 shall no longer be of any force and effect.

(d)    During the Option Period, Sellers may have discussions with any person or entity that has executed a confidentiality or non-disclosure agreement with Sellers on or before the date hereof; provided however, that Sellers may not enter into any further agreement with such parties related to the Purchased Shares unless and until the Option Period has expired or been terminated.

1.4    Sellers have prepared the Companies to achieve certain project milestones that enhance the value of the companies. Therefore, if Purchaser successfully reaches Closing, then it shall be responsible for two adjustments to the Purchase Price to Sellers as follows (each, a “Purchase Price Enhancement”):

(a)    Upon the earlier of the successful negotiation of a sales agreement for natural gas to be produced from the Offshore Petroleum Block 2A or the first sale of any such gas, Purchaser shall pay Sellers US$50,000,000 (fifty million US Dollars), in the same proportions as was paid the Purchase Price. Such agreement or sale may be inherent but as yet undocumented, such as a contract implied by the successful negotiation of a power purchase agreement for electricity that anticipates gas from Block 2A serving as the fuel source for the electricity sold thereunder. Likewise, such agreements may yet be conditioned upon closing conditions to be satisfied in the future. Such payment shall be made as soon as is practicable and in any event within 45 (forty-five) days of such gas sales arising, to the accounts identified in Schedule G.

(b)    (i)    Purchaser shall furthermore pay Sellers a payment equivalent to US$0.70 per mcfe (seventy US cents per thousand cubic feet equivalent) for all incremental 1C, 1P, P90 or proved resources or reserves attributable to Block 2A and resulting from the first 5 (five) development wells drilled on Offshore Petroleum Block 2A following Closing, which are attributed to the 76% working interest in Block 2A held collectively by the Companies as of the date hereof (in all such cases, “Incremental Reserves”).

(ii)    The determination of the amount of Incremental Reserves shall be made by DeGolyer & MacNaughton, and the increment shall be measured against the 1C volume certified in the Contingent Resources Report dated December 31, 2009 and attached hereto as Exhibit 2, namely 201,241 mcfe. For such purposes, condensate volumes in barrels shall be multiplied by six to arrive at the mcfe volume. The determination by DeGolyer & MacNaughton shall be performed using the same subjective reserve criteria that Forest provided to DeGolyer & MacNaughton for purposes of the analysis in the Contingent Resources Report attached as Exhibit 2. For the avoidance of doubt, a well shall be deemed to be a “development” well for purposes of this Section 1.4(b) if at least one of the targets of such well is a reservoir that has been ascribed resource volume in the Contingent Resources Report attached as Exhibit 2. The payment described in Section 1.4(b)(i) shall be required for all Incremental Reserves, however, not simply those occurring in previously identified reservoirs. Sellers recognize that Purchaser and its partners may assert

in other contexts that certain wells deemed to be “development wells” for purposes of this Section 1.4(b) are in fact exploration wells.

(iii)    Payment for the Incremental Reserves shall be made to Sellers, in the same proportions as was paid the Purchase Price, as soon as is practicable and in no event later than 45 (forty-five) days of the completion of any such well or wells, to the accounts identified in Schedule G.

(c)    The obligation of Purchaser to pay any or all amount of a Purchase Price Enhancement due and payable under the foregoing Sections 1.4(a) or (b) shall be supported by a cession and pledge of the lesser of (i) the proportionate percentage of all Purchased Shares that correlates to the proportion of total payments paid by Purchaser to Sellers under this Agreement to the future remaining Purchase Price Enhancements and (ii) the greater of, (a) the maximum percentage of Purchased Shares that are permitted to be ceded and pledged by the South African Department of Mineral Resources as required pursuant to the Licenses and Section 11 of the Mineral and Petroleum Resources Development Act (2002) and (b) 49.9% of the Purchased Shares, provided that, in the event that the Parties agree not to approach the South African Department of Mineral Resources as contemplated in this (ii), the greater of (a) and (b) shall be deemed to be 49.9% of the Purchased Shares. This cession and pledge shall reduce proportionately as Purchase Price Enhancements are paid. For the sole purpose of such determination of what proportion of the future Purchase Price Enhancements have been paid as at any given time, the Purchase Price Enhancement relating to the drilling of the five wells shall be deemed to be US$140,000,000 (one hundred forty million US Dollars) if fewer than five wells have been drilled at the time of the calculation. Such cession and pledge shall be immediately enforceable by Sellers in any venue having jurisdiction thereover. The form and content of such cession and pledge must be agreed and implemented by the Parties prior to Closing per Section 7.

2.1    Progress toward Closing shall be made with all deliberate speed by the Parties hereto.    

2.2    The Closing (the “Closing”) shall take place at 9:00A.M., local time, on the date five (5) Business Days following the date upon which the final condition precedent contemplated in Section 6 and Section 7 shall all have occurred (the “Closing Date”), at the Denver, Colorado offices of Forest.

2.3    At least five (5) Business Days before the Closing, the portion of the aggregate Purchase Price designated for a particular Company shall be adjusted as follows:

(the aggregate Purchase Price, as so adjusted for both Companies, being referred to hereinafter as the “Adjusted Purchase Price”).

2.4    At the Closing, each Seller shall transfer to the Purchaser, by all necessary and appropriate instruments of transfer, all rights, title and interest in and to the Purchased Shares, and the Purchaser shall pay the Adjusted Purchase Price to the Sellers by wire transfer of immediately available funds to the respective accounts designated for such purpose by each Seller. Contemporaneously with and effective immediately following Closing, Purchaser must cause each Company to re-pay its respective Intercompany Debt in full. In the case of Anschutz SA, the Intercompany Debt shall be paid in the USD equivalent, with the conversion from Rand being made at the average exchange rate prevailing in the five (5) Business Days prior to Closing. The reference exchange rate shall be the “selling rate” quoted by Standard Bank of South Africa Limited or such other national South African commercial banks as the Parties shall mutually agree. These payments and the designated accounts are detailed in Schedule G.

2.5    Within thirty (30) days after Closing, Sellers shall account to Purchaser all amounts to be considered in reaching the Adjusted Purchase Price under Section 2.3. If at such time there is any discrepancy between the amount paid at Closing and the finally determined Adjusted Purchase Price, then Purchaser shall pay to each Seller their respective share of any shortfall or each Seller shall refund to Purchaser its respective share of any overpayment, as the case may be, within five (5) Business Days of such final determination (any such payment, a “Post-Closing Adjustment”). Notwithstanding any other provision of this Agreement to the contrary, no Party will be required to make a payment for a Post-Closing Adjustment pursuant to this Section 2.6 unless and until the amount of Post-Closing Adjustments equal or exceed US$100,000.00 (one hundred thousand US Dollars) in the aggregate (the “Post-Closing Adjustment Threshold”) at which time each Post-Closing Adjustment shall be paid by and to the appropriate Party, including but not limited to those Post-Closing Adjustments which are less than the Post-Closing Adjustment Threshold.

The term “Business Day” when used in this Agreement, shall refer to any day other than Saturday or Sunday when banks are permitted by law to be open in Johannesburg, New York City and London.

3.1    The Sellers agree that the Companies will carry on their respective businesses in the ordinary course consistent with past practices through the Closing Date and, in addition, that during the period from the signing of this Agreement until Closing, none of the following actions shall be taken without the prior written approval of the Purchaser (such approval not to be unreasonably withheld):

Company;

in accordance with applicable law.

completed in accordance with generally accepted accounting principles (GAAP) as applied in Republic of South Africa.

Bylaws of it, or any material contract, indenture, lease, sublease, loan agreement, restriction, lien, encumbrance or other material obligation or liability to which it is a party or by which it is bound or (ii) violate any material order, writ, injunction, decree, law, statute, rule or regulation applicable to it.

and consummate the transactions contemplated by this Agreement.

6.1    The obligations of the Purchaser hereunder, including but not limited to the obligation of the Purchaser to purchase the Purchased Shares, shall be subject to each of the following conditions precedent (save to the extent that any of the same are waived or deferred by the Purchaser in its sole discretion):

7.1     The obligations of the Sellers hereunder, including but not limited to the obligation of each Seller to sell their respective proportion of the Purchased Shares, shall be subject to the conditions precedent (save to the extent that the same is waived or deferred by the relevant Seller at its sole discretion):

8.1    From time to time after the Closing, at the Purchaser’s request and sole expense, if any, each Seller shall execute and deliver such other and further instruments of conveyance, assignment, transfer and consent, and take such other action as the Purchaser may reasonably request for the more effective conveyance and transfer of ownership of the Purchased Shares to the Purchaser. In particular, Purchaser and each Seller undertake to use their commercially

reasonable best efforts to cause the Closing to occur and to assist one another in good faith in satisfying each of its respective closing conditions as timeously as may be practicable, including taking all reasonable actions necessary to comply promptly with all applicable laws that may be imposed on it or any of its affiliates with respect to the Closing and to obtain, and cooperate in obtaining, all consents, approvals and authorizations from third parties necessary or appropriate to permit the consummation of the transactions contemplated by this Agreement, including those set forth in Sections 6.1(d)-(f) and 7.1(b)-(d).

9.1    The Parties each acknowledge and accept that each Company carries certain liabilities and obligations pursuant to the Settlement Agreement listed on Schedules C and D, including a basin study of certain features of the greater Orange Basin, and that such liabilities and obligations are, and will continue to be, the liabilities and obligations of the respective Company.

9.2    The Parties each acknowledge and accept that the Companies are committed to a one-well drilling program in Block 2C that is set forth in the Block 2C Exploration Right listed on Schedule E and Schedule F, and that such commitments are, and will continue to be, the commitments of the Companies.

9.3    The provisions of this Agreement and any information exchanged between the Sellers and the Purchaser hereunder, shall be governed by that certain Confidentiality Agreement between Forest and the Purchaser dated 2 September, 2010. Purchaser and Sellers hereby agree that Anschutz is represented in such Confidentiality Agreement by Forest and shall have all rights and obligations thereunder as it would were it a signatory thereto.

9.4    Purchaser shall cease all use of the names and other trademarks of the respective Companies as soon as possible following Closing, and in no event no later than 45 (forty-five) days following Closing. This shall include the replacement of all signage, stationery and other identifying media used in connection with the respective Companies.

10.1    Any stamp, registration, transfer or sales taxes and notary fees which become payable in connection with the transfer of ownership of the Purchased Shares hereunder (excluding any capital gains taxes, income taxes and similar taxes payable solely by a Seller) shall be the sole responsibility of the Purchaser.

10.2    Except as required by applicable law or stock exchange regulation, none of either Company, either Seller or

Purchaser shall make any announcement relating to this Agreement or the transactions contemplated hereby without the prior written consent of the others, which consent shall not be unreasonably withheld. In the event that a Party is required by law or applicable stock exchange regulation to disclose this Agreement or the transactions arising hereunder, then the other Parties shall be given ample opportunity to comment on the proposed disclosure so as to minimize any undesired disclosure and maximize the grant of confidentiality over any disclosures.

10.3    Purchaser and Sellers shall make all commercially reasonable best efforts to secure the approvals required under Section 6.1(d)-(f) and 7.1(b)-(d) above.

11.1    Any claims related to or arising under the representations and warranties by either Seller set forth in this Agreement or the obligations of either Seller with respect thereto must be made, if ever, at or before Closing.

11.2    For a period of one (1) year following Closing, each Seller hereby agrees to indemnify and hold harmless the Purchaser and/or its respective Company from and against any liabilities (including, without limitation, reasonable legal fees) imposed on or incurred by the Purchaser and/or its respective Company, based upon, arising out of or resulting from the failure of such Seller to promptly transfer to the Purchaser or the Purchaser’s designee good and valid title to the Purchased Shares, free and clear of all mortgages, liens, liabilities, pledges, charges, claims, encumbrances or rights, title and interest in others (other than restrictions imposed by applicable law).

11.3    The Purchaser shall notify the relevant Seller, in writing, of any claim it may have for indemnification under Section 11.2, specifying in reasonable detail, if available, the individual items of liability, damage, cost or expense, and the nature of the non-fulfillment of agreement hereunder to which such item is related, within fifteen (15) Business Days of its having become aware of said claim. Such notice shall be a condition precedent to any claim of liability of the Purchaser under this indemnity clause. Moreover, the obligations of such Seller to indemnify the Purchaser hereunder shall be limited to claims regarding which the Purchaser has notified such Seller within the time period specified in Section 11.2. The Purchaser shall also promptly provide such Seller with written notice of any event which could give rise to any liabilities of the Seller hereunder, and shall provide all reasonable particulars thereof.

11.4    The Purchaser, upon the request of the relevant Seller, shall provide to such Seller all information which is reasonably required to allow the determination of the amount of indemnity due from the Seller to be made by the Seller.

11.5    The relevant Seller, provided it has previously acknowledged in writing its obligation to indemnify the related loss or liability, shall have the right to control the defense of any claim, action, suit or proceeding asserted or initiated against the Purchaser or its respective Company constituting the subject matter of a notice to such Seller, and if the latter exercises such right, the Purchaser shall, if requested by the Seller, take action to cause its respective Company

to appoint, in conjunction with its own counsel, if any, the counsel designated by the Seller in the defense of any such claim, action, suit or proceeding. The counsel designated by such Seller will act, at the expense of it, on behalf of the Purchaser and/or its respective Company. In the event that such Seller has exercised its rights under this Section 11, the Purchaser shall not make or accept any settlement of any applicable claim, action, suit or proceeding, nor shall the Purchaser permit the relevant Company to do so without the prior written consent of such Seller; it being understood that such Seller shall remain liable for all consequences resulting from their refusal to consent to the proposed settlement.

11.6    In the event that the relevant Seller does not exercise its right to control the defense of any claim, action, suit or proceeding asserted or initiated against the Purchaser or its respective Company constituting the subject matter of a notice to the Seller, the Purchaser or the relevant Company, as the case may be, shall have the right to control such defense, which shall be undertaken diligently and in good faith. The reasonable attorney’s fees necessary for such defense shall be subject to indemnification by such Seller to the extent provided in Section 11.2. The Purchaser shall not make or accept any settlement of any applicable claim, action, suit or proceeding with respect to which the Purchaser wishes to claim indemnification from such Seller under Section 11.2 without the prior written consent of such Seller, which consent shall not be unreasonably withheld.

11.7    In no event shall the aggregate liability of either Seller under Section 11.2 exceed twenty-five percent (25%) of the aggregate of all amounts paid to such Seller for its proportion of the Purchased Shares.

11.8    The Purchaser hereby agrees to indemnify and hold harmless each Seller from and against any liabilities (including, without limitation, reasonable legal fees) imposed on or incurred by the Seller, based upon, arising out of or resulting from any of the following:

(a)    any liability or deficiency resulting from the Purchaser’s (i) breach of warranty, (ii) breach of representation, (iii) misrepresentation, (iv) nonfulfillment of any of the Purchaser’s obligations under this Agreement or (v) misrepresentation in any certificate or instrument furnished by the Purchaser to the Seller pursuant to this Agreement;

(b)    any liability arising from any operation, activity, or function carried out by either Company and/or the Purchaser in the ordinary course of its business whenever and wherever it may have occurred;

(c)    any environmental liability, whenever and however it may have arisen; and

(d)    any and all actions, suits, proceedings, assessments, judgments, reasonable costs and legal and other expenses and fees incident to the foregoing.

11.9    The relevant Seller shall notify the Purchaser, in writing, of any claim it may have for indemnification, specifying, if available, in reasonable detail, the individual items of liability, damage, cost or expense, and the nature of non-fulfillment of agreement hereunder to which such item is related, within 15 Business Days of its having become aware of said claim.

11.10    The relevant Seller, upon the request of the Purchaser, shall provide to the Purchaser all information which is reasonably required to allow the determination of the amount of indemnity due from the Purchaser to be made either by the Purchaser.

11.11    The Purchaser, provided that it has previously acknowledged in writing its obligation to indemnify the related loss or liability, shall have the right to control the defense of any claim, action, suit or proceeding asserted or initiated against a Seller constituting the subject matter of a notice to the Purchaser, and if the Purchaser exercises such right, such Seller shall, if so requested by the Purchaser, take action to appoint, in conjunction with its own counsel, if any, the counsel designated by the Purchaser in the defense of any such claim, action, suit or proceeding. The counsel designated by the Purchaser will act, at the expense of the Purchaser, on behalf of such Seller. In the event that the Purchaser has exercised its rights under this Section 11.11, the relevant Seller shall not make or accept any settlement of any applicable claim, action, suit or proceeding without the prior written consent of the Purchaser (it being understood that the Purchaser shall remain liable for all consequences resulting from its refusal to consent to the proposed settlement).

11.12    In the event that the Purchaser does not exercise its right to control the defense of any claim, action, suit or proceeding asserted or initiated against a Seller, constituting the subject matter of a notice to the Purchaser, such Seller shall have the right to control such defense, which shall be undertaken diligently and in good faith. The reasonable attorney’s fees necessary for such defense shall be subject to indemnification by the Purchaser to the extent provided in Section 11.8. The relevant Seller shall not make or accept any settlement of any applicable claim, action, suit or proceeding with respect to which the Seller wishes to claim indemnification from the Purchaser under Section 11.8 without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld.

11.13    Purchaser’s exclusive remedy for damages arising out of this Agreement, including any breach of any representation, warranty, agreement or covenant of another party contained in this Agreement, shall be indemnification pursuant to this Section 11.

12.1    (a)    In the event that the conditions precedent contemplated in Section 6.1 of this Agreement shall not have occurred by September 30, 2012, then Purchaser may terminate this Agreement in its sole discretion.

(b)    In the event that the conditions precedent contemplated in Section 7.1 of this Agreement shall not have occurred by September 30, 2012, then any Seller may terminate this Agreement in its sole discretion.

12.2    If this Agreement is terminated for any reason other than due to a breach of this Agreement by a Seller, then each Seller shall be entitled to retain that portion of the Option Payment that it received, together with all interest earned

thereon, if any, at which time all obligations hereunder except for the confidentiality provisions imposed by Section 9.3 shall no longer be of any force and effect. The forfeiture of the Option Payment by Purchaser shall be compensation for the Sellers’ and their respective Companies’ respective lost time and opportunity during the tenure of this Agreement, and not a penalty or liquidated damages. If, however, such forfeiture of the Option Payment by Purchaser is held to be in the nature of damages, it is expressly stipulated by the Parties that the actual amount of the damages resulting from any such termination would be difficult if not impossible to determine accurately because of the unique nature of this Agreement, the unique nature of the Assets, the uncertainties of applicable commodity markets and differences of opinion with respect to such matters, and that such amount is a reasonable estimate by the Parties of the damages that would result from such termination.

12.3    If this Agreement is terminated due to a breach of this Agreement by either Seller, then each Seller shall return that portion of the Option Payment that it received, together with all interest actually earned thereon by such Seller, if any, at which time all obligations hereunder except for the confidentiality provisions imposed by Section 9.3 shall no longer be of any force and effect.

13.1    Except as otherwise expressly provided in this Agreement, whether or not the purchase contemplated by this Agreement is consummated, each Party will pay its respective expenses incurred in connection with the origin, negotiation, execution and performance of this Agreement.

14.1    All notices, requests, demands and other communications which are required or may be given pursuant to the terms of this Agreement shall be in writing, effective upon receipt (or on the first Business Day following receipt if not received on a Business Day) and to be given by internationally-recognized overnight courier, anticipated by facsimile as follows:

14.2    Purchaser shall communicate any matters arising hereunder through Forest, with a copy to Anschutz, which shall coordinate communication amongst the Sellers and the Companies vis a vis Purchaser in this transaction.

15.1    This Agreement shall be executed in English; translations hereof into other languages, if any, shall serve exclusively for guiding purposes.

15.2    This Agreement is construed in accordance with and shall be governed by the laws of the State of New York, without regard to the conflict of laws principles thereof.

16.1    Any dispute which is related to or in any way connected to this Agreement shall be finally settled by binding arbitration in front of a single arbitrator, conducted under the commercial arbitration rules of the International Chamber of Commerce (the “ICC”) as further specified below. The venue of the arbitration shall be Houston, Texas.

16.2    If a dispute arises that is related to or connected in any way to this Agreement, the party that wishes to refer a dispute to arbitration (the “Referring Party”) shall so notify the other party, as well as providing a list of names of at least 10 arbitrators who would be suitable to the Referring Party. Within the twenty (20) Business Days of such notification, the other party shall, in turn, notify to the Referring Party the name of a person from the initial list who the other party agrees to appoint as arbitrator. If such other party does not appoint an arbitrator from such list, it must within such twenty (20) Business Days, provide a counter list of at least 10 additional names of potential arbitrators. If no agreement can be reached in this manner, an arbitrator shall be appointed by the most senior arbitrator assignable by the Houston branch of the ICC.

16.3    The arbitrator shall pronounce his award within ninety (90) days following his appointment, unless the parties have agreed in writing to extend such term. The arbitrator shall be permitted to allocate the costs of the proceedings between the parties as he sees just and appropriate.

16.4    The decision of the arbitrator and any award shall be final and binding upon the parties and may be entered in any court having jurisdiction.

17.1    This Agreement shall be binding upon and shall inure solely to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. Neither this Agreement nor any rights or obligations hereunder may be assigned without the written consent of the other parties, which consent shall not be unreasonably withheld, except that the Purchaser may make an assignment of its rights hereunder to its financing source for collateral security purposes. Purchaser shall not be relieved of its obligations under this Agreement or any of the other agreements contemplated hereby to which it is party to, by virtue of any such assignment, whether consented to or not (in particular its obligations to make the Purchase Price Enhancements set forth in Section 1.3). Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person, other than the parties hereto and their respective successors, legal representatives and permitted assigns, any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement, and no Person shall be deemed a third party beneficiary under or by reason of this Agreement.

18.1    If any term or provision of this Agreement or the application thereof to any person or circumstances, shall to any extent be invalid or unenforceable, the remainder of this Agreement or the application of such terms or provisions to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall otherwise be valid and enforced to the fullest extent permitted by law.

18.2    Nothing in the Schedules is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant unless clearly specified to the contrary herein. Any disclosure on one Schedule shall be deemed to be disclosed on all Schedules and under the Agreement. Inclusion of any item in the Schedules (a) shall be deemed to be disclosure of such item on all Schedules and under the Agreement, (b) does not represent a determination that such item is material nor shall it be deemed to establish a standard of materiality, (c) does not represent

a determination that such item did not arise in the ordinary course of business, (d) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties and (e) shall not constitute, or be deemed to be, an admission to any third party concerning such item. The Schedules include descriptions of instruments or brief summaries of certain aspects of the Company and its business and operations. The descriptions and brief summaries are not necessarily complete and are provided in the Schedules to identify documents or other materials previously delivered or made available.

18.3    The Sellers’ respective rights and obligations hereunder are and shall remain several and not joint.

18.4    All references in this Agreement to Sections and other subdivisions refer to the Sections and other subdivisions of this Agreement unless expressly provided otherwise. Titles and headings appearing at the beginning of any subdivision are for convenience only and do not constitute any part of any such subdivision and shall be disregarded in construing the language contained in this Agreement. The words “this Agreement,” “herein,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The phrase “this Section” and similar phrases refer only to the Sections or subdivision hereof in which the phrase occurs. The word “or” is not exclusive, and “including” (and its various derivatives), means “including without limitation.” “Person” shall mean any natural person, corporation, partnership, limited liability company, joint venture, trust or other entity. In the event an ambiguity or question of intent or interpretation of this Agreement arises, this Agreement shall be construed as if jointly drafted by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring a Party as a result of authorship or drafting of any provision of this Agreement.

18.5    This Agreement may be executed and delivered in one or more counterparts, each of which when executed and delivered shall be an original, and all of which when executed shall constitute one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile or other electronic transmission shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. Signatures of the Parties transmitted by facsimile or other electronic means shall be deemed to be their original signatures for all purposes.

18.6    Any provision of this Agreement may be amended or waived if such amendment or waiver is in writing and signed, in the case of an amendment, by each of the Sellers and Purchaser, or in the case of a waiver, by the Party against whom the waiver is to be effective.

18.7    Pending and in anticipation of Closing, Purchaser may discuss opportunities for the three local staff of Forest SA to remain employees of Forest SA following Closing. It may not, however, recruit any other employees of either Seller, unless such persons approach the Purchaser in response to any general solicitation made to persons in the oil & gas industry generally.