Common use of Prospectus Exempt Subscription Commitment Clause in Contracts

Prospectus Exempt Subscription Commitment. 2.1 The undersigned (the “Investor”) hereby subscribes for and agrees to purchase from Austral Pacific Energy Ltd. (herein the “Issuer”), subject to the terms and conditions set forth herein, that number of Shares and Warrants of the Issuer set out on the face page of this Subscription Agreement at the price of US$0.50 per Share plus one half Warrant together. Subject to the terms hereof, this Subscription will be deemed to have been made and be effective only upon its acceptance by the Issuer. 2.2 The Warrants will be governed by the terms and conditions set out in the certificate representing the Warrants (the “Warrant Certificates”) which will be delivered to the Investor at Closing. Each Warrant Certificate will contain, among other things, provision for the appropriate adjustment in a class, number and price of the Warrant Shares upon the occurrence of certain events, including any subdivision, consolidation or re- classification of the common shares of the Issuer or payments of stock dividends or upon the merger or reorganization of the Issuer. 2.3 The Warrants are exercisable at US$1.00 per Share for 15 months from Closing.

Prospectus Exempt Subscription Commitment. 2.1 The undersigned (the “Investor”) hereby subscribes for and agrees to purchase from Austral Pacific Energy Ltd. (herein the “Issuer”), subject to the terms and conditions set forth herein, that number of Shares and Warrants of the Issuer set out on the face page of this Subscription Agreement at the price of US$0.50 1.20 per Share plus one half Warrant together. Subject to the terms hereof, this Subscription will be deemed to have been made and be effective only upon its acceptance by the Issuer. 2.2 The Warrants will be governed by the terms and conditions set out in the certificate representing the Warrants (the “Warrant Certificates”) which will be delivered to the Investor at Closing. Each Warrant Certificate will contain, among other things, provision for the appropriate adjustment in a class, number and price of the Warrant Shares upon the occurrence of certain events, including any subdivision, consolidation or re- re-classification of the common shares of the Issuer or payments of stock dividends or upon the merger or reorganization re-organization of the Issuer. 2.3 The Warrants are exercisable at US$1.00 2.25 per Share for 15 12 months from Closing.