Details

General terms

1.  Interpretation

2.  Amendments

3.  Confirmations

4.  Conflict

5.  Costs

6.  General

6.1  Incorporation of provisions of JOA

6.2  Consideration

6.3  Further assurances

6.4  Counterparts

6.5  Governing law and jurisdiction

6.6  Electronic execution

Schedule 1 Restated JOA

Date

Parties

Tamboran and

Falcon

Tamboran

Name

ABN

Address

Email

Attention

Falcon

Name

ABN

Address

Email

Attention

Interpretation

Amendments

With effect from the Effective Date, the JOA is amended and restated as set out in Schedule 1 (“Restated JOA”).

Nothing in this document:

prejudices or adversely affects any right, power, discretion or remedy arising under the JOA before the Effective Date; or

discharges, releases or otherwise affects any liability or obligation arising under the JOA before the Effective Date.

Each party confirms that, except as provided for in clause 2 (“Amendments”), no other amendments are to be made to the JOA.

Confirmations

Tamboran and Falcon:

acknowledge that the JOA, as amended and restated under clause 2 (“Amendments”), is the “2022 Amendment Agreement” entered into pursuant to clause 2(a) of the LOI; and

agree that the execution of this document by a party will be deemed to discharge that party’s obligations under clause 2(b) of the LOI in relation to the 2022 Amendment Agreement.

Conflict

Costs

General

Incorporation of provisions of JOA

Consideration

Further assurances

Counterparts

Governing law and jurisdiction

Queensland law governs this document.

Each party irrevocably submits to the non-exclusive jurisdiction of the Queensland courts and courts competent to hear appeals from those courts.

Electronic execution

This document may be executed by or on behalf of the parties by affixing electronic signatures to this document.

If executed by electronic method, an electronic copy of this document duly executed by both parties will be taken to be an original.

1.  Defined terms and interpretation

1.1  Defined Terms

1.2  Capitalised Terms

1.3  Interpretation

2.  Effective Date and Term

2.1  Term

2.2  Termination

3.  Scope and Participating Interest

3.1  Scope

3.2  Participating Interest

3.3  Ownership, Obligations and Liabilities

3.4  Performance of Obligations

3.5  Deed of Cross Security

3.6  Additional free-carry

4.  Operator

4.1  Designation of Operator

4.2  Rights and Duties of Operator

4.3  Operator Personnel and Secondees

4.4  Information Supplied by Operator

4.5  Settlement of Claims and Lawsuits

4.6  Limitation on Liability of Operator

4.7  Insurance Obtained by Operator

4.8  Commingling of Funds

4.9  Resignation of Operator

4.10  Removal of Operator

4.11  Appointment of Successor

4.12  HSE Plan

5.  Operating Committee

5.1  Establishment of Operating Committee

5.2  Powers and Duties of Operating Committee

5.3  Authority to Vote

5.4  Subcommittees

5.5  Notice of Meeting

5.6  Contents of Meeting Notice

5.7  Location of Meetings

5.8  Operator’s Duties for Meetings

5.9  Voting Procedure

5.10  Record of Votes

5.11  Minutes

5.12  Voting by Notice

5.13  Effect of Vote

6.  Work Programs and Budgets

6.1  General Provisions

6.2  Exploration and Appraisal

6.3  Development

6.4  Production

6.5  Decommissioning Work Program and Budget

6.6  Itemisation of Expenditures

6.7  Contract Awards

6.8  Authorization for Expenditure (“AFE”) Procedure

6.9  Over-expenditures of Work Programs and Budgets

7.  Use of JV Infrastructure

7.1  Use of Joint Property

7.2  Priority

7.3  Tariff for JV Infrastructure

7.4  JV Infrastructure for Affiliates

7.5  Power of attorney

8.  Checkerboard Strategy

9.  Development of the Permit Area

9.1  Drilling and Spacing Units

9.2  Size of DSU’s

10.  Proposed New Activities

10.1  Proposed New Pad and Pad Infrastructure

10.2  Proposed New Operation (Well and Well Infrastructure)

10.3  Proposed New Operation (JV Infrastructure)

10.4  Tariff for a Party holding No Infrastructure Interest or a Reduced Infrastructure Interest

11.  Reduced Interest Operations

11.1  Well Interest

11.2  Responsibility for Reduced Interest Operations

11.3  Consequences of Reduced Interest Operations

11.4  Premium to Participate in Reduced Interest Operations

11.5  Reinstatement of Remaining Interest

11.6  Conduct of Reduced Interest Operations

11.7  Royalty Agreements

12.  New Area JOA

12.1  Decision to form New Area Joint Venture

12.2  Participation in New Area JOA

12.3  Nominees

12.4  New Area Joint Venture documents

12.5  Continued relationship between joint ventures

12.6  Modified operation of this Agreement

12.7  Power of attorney

12.8  Specific performance

12.9  General

13.  Default

13.1  Default and Notice

13.2  Operating Committee Meetings, Data

13.3  Allocation of Defaulted Amounts

13.4  Remedies

13.5  Survival

13.6  No Right of Set Off

13.7  Payment by the Defaulting Party

13.8  No Relief from Forfeiture

14.  Disposition of Production

14.1  Right and Obligation to Take in Kind

14.2  Disposition of Crude Oil

14.3  Disposition of Natural Gas

14.4  Production Forecasts

15.  Decommissioning and Abandonment

15.1  Decommissioning of Joint Facilities

15.2  Abandonment of Wells Drilled as Joint Operations

15.3  Decommissioning and Abandonment of Reduced Interest Operations

15.4  Provision for and Conduct of Decommissioning and Abandonment

16.  Surrender, Relinquishment, Extensions and Renewals

16.1  Surrender and Relinquishment

16.2  Extension of the Term

16.3  Renewal

16.4  Retention Licence

16.5  Production Licence

17.  Transfer of Interest or Rights and Changes in Control

17.1  Permit Obligations

17.2  Transfer

17.3  Change in Control

18.  Withdrawal from Agreement

18.1  Right of Withdrawal

18.2  Withdrawal

18.3  Rights of a Withdrawing Party

18.4  Obligations and Liabilities of a Withdrawing Party

18.5  Emergency

18.6  Assignment

18.7  Approvals

18.8  Security

18.9  Withdrawal or Abandonment by All Parties

19.  Relationship of Parties, Royalties and Taxes

19.1  Relationship of Parties

19.2  Tax

19.3  Provision of Tax information

19.4  GST

19.5  Withholding Tax

19.6  Payment of Royalties

20.  Venture Information - Confidentiality - Intellectual Property

20.1  Venture Information

20.2  Confidentiality

20.3  Intellectual Property

20.4  Continuing Obligations

20.5  Trades

21.  Force Majeure

22.  Notices

22.1  Form of Notices

22.2  Delivery of Notices

22.3  Change of Address

23.  Applicable Law - Dispute Resolution - Waiver of Sovereign Immunity

23.1  Governing law, jurisdiction and dispute resolution

23.2  Dispute Resolution

23.3  Expert Determination

23.4  Waiver of Sovereign Immunity

23.5  Agent for Service

24.  General Provisions

24.1  Conduct of the Parties

24.2  PPSA

24.3  Conflicts of Interest

24.4  Legal Requirement

24.5  Public Announcements

24.6  Successors and Assignees

24.7  Waiver

24.8  No Third Party Beneficiaries

24.9  Joint Preparation

24.10 Severance of Invalid Provisions

24.11 Cumulative Rights

24.12 Further Assurances

24.13 Counterpart Execution

24.14 Entirety and Amendment

1.  Definitions

2.  Allocation Policy

Annexure I – Pre-Existing Royalty Agreements

Tamboran B2 Pty Ltd (formerly known as Origin Energy B2 Pty Ltd), ABN 42 105 431 525 of 110 The Corso, Manly NSW 2095, a company existing under the laws of Australia (Tamboran); and

Falcon Oil & Gas Australia Limited, ABN 53 132 857 008, of 17 Phoenix Street, Nightcliff, Northern Territory, 0814, a company existing under the laws of Australia (Falcon).

The Parties are registered holders of the Exploration Permits covering the Permit Area.

The Parties desire to define their respective rights and obligations concerning operations and activities in the Permit Area on the terms and conditions set out in this Agreement.

Defined terms and interpretation

Defined Terms

a minimum long term credit rating of A- (Standard & Poor’s) or A3 (Moody’s Investor Services) for a financial institution providing a letter of credit or commercial bank guarantees as Security; or

a minimum credit rating of BBB- (Standard & Poor’s) or Baa3 (Moody’s Investor Services) for a corporate entity providing a Security.

a direct or indirect change in Control of a Party (whether through merger, spin-off, sale of shares or other equity interests, or otherwise) through a single transaction or series of related transactions, from one or more transferors to one or more transferees; and

for the purposes of clause 17 only, in which the market value of the Party’s Participating Interest represents more than 50 per cent of the aggregate market value of the assets of the Party and its Affiliates that are subject to the Change in Control. For this definition, market value will be determined based upon the cash a willing buyer would pay a willing seller in an arm’s length transaction.

a commercial guarantee, standby irrevocable letter of credit issued by a bank;

an on-demand bond issued by a surety corporation;

a Security given by an Affiliate of a Party;

any financial security required by the Permits or this Agreement;

cash payments into an escrow account, alienated trust fund, or other secure fund to be established and administered to the satisfaction of the Operating Committee;

any additional form of financial security as may be unanimously agreed by the Operating Committee; and

any combination of the above totalling the relevant amount for which Decommissioning Security must be provided,

an objective Zone below the deepest Zone in which such well was previously drilled; or

below the deepest Zone proposed in the associated AFE (if required), whichever is the deeper,

has reasonable qualifications and commercial and practical experience to determine the matters requiring resolution under clause 24.4; and

is Independent.

extends at least one hundred feet (100) in the objective Zone(s); and

exceeds the vertical component of the Completion interval in the objective Zone(s).

in respect of a natural person, a person who has not at any time in the previous six years been an employee or director of any Party or any of their respective Affiliates and who does not (and, in the previous two years, did not):

directly hold any significant financial interest in; or

have any agreement or arrangement with significant financial value with, any Party or any of their respective Affiliates; and

any Law or condition of the Permits (including any direction or order from Government in relation to the Permits), regardless of whether such Law or condition came into effect before or after the date of this Agreement; or

the interpretation, application or administration of a Law or the conditions of the Permits by Government or an Australian court, regardless of whether such interpretation, application or administration was adopted before or after the date of this Agreement.

are downstream of the Christmas tree of wells drilled to produce Hydrocarbons;

are used in connection with the handling and disposition of Hydrocarbons and other substances produced from the Permit Area; and

the Operating Committee determines will serve more than one Multi-well Drilling Pad, will be used only in relation to the Permit Area and will not be governed by separate permits relating to construction, ownership and/or operation of such equipment or property.

an agreement granting a Royalty Interest that has been signed prior to the Tamboran Effective Date, being each of the agreements listed in Annexure I to the extent such agreements have not been subsequently terminated; or

an agreement granting a Royalty Interest that has been entered by a Party after the Tamboran Effective Date in compliance with clause 11.7(f)(i).

Tamboran, the Royalty Burden which applied to Tamboran’s Participating Interest as at the Tamboran Effective Date;

Falcon, the Royalty Burden which applied to Falcon’s Participating Interest as the Tamboran Effective Date plus additional overriding royalty interest of up to a further 5% of the gross value at the wellhead of Hydrocarbons attributable to Falcon’s Participating Interest.

in the case of a corporate entity, has a long term debt rating of at least BBB- by Standard & Poor’s, or Baa3 by Moody’s Investors Service, or an equivalent rating by a successor entity to either agency; and

in the case of a bank or surety, has a long term debt rating of at least A- by Standard & Poor’s, or A3 by Moody’s Investors Service, or an equivalent rating by a successor entity to either agency.

Capitalised Terms

which is defined in the Corporations Act, but is not otherwise defined in this Agreement, has the meaning given to it in the Corporations Act; and

which is defined in the GST Law, but is not otherwise defined in this Agreement or the Corporations Act, has the meaning given to it in the GST Law.

Interpretation

headings are for convenience only and do not affect the interpretation of this Agreement;

the singular includes the plural and vice versa;

words that are gender neutral or gender specific include each gender;

where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;

the words ‘such as’, ‘including’, ‘particularly’ and similar expressions are not used as, nor are intended to be, interpreted as words of limitation;

a reference to:

a person includes a natural person, partnership, joint venture, Government agency, association, corporation or other body corporate;

a thing (including, but not limited to, a chose in action or other right) includes a part of that thing;

a Party includes its successors and permitted assigns;

a document includes all amendments or supplements to that document;

a clause, term, Party, schedule or Annexure is a reference to a clause or term of, or Party, schedule or Annexure to this Agreement;

this Agreement includes all schedules and Annexures to it;

a law includes a constitutional provision, treaty, decree, convention, statute, regulation, ordinance, by-law, judgment, rule of common law or equity and is a reference to that law as amended, consolidated or replaced;

an agreement other than this Agreement includes an undertaking, or legally enforceable arrangement or understanding, whether or not in writing; and

a monetary amount is in Australian dollars;

an agreement on the part of two or more persons binds them jointly and severally;

when the Day on which something must be done is not a Business Day, that thing must be done on the following Business Day;

in determining the time of Day, where relevant to this Agreement, the relevant time of Day is:

for the purposes of giving or receiving notices, the time of Day where a Party receiving a notice is located; or

for any other purpose under this Agreement, the time of Day in the place where the Party required to perform an obligation is located; and

no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or any part of it.

Effective Date and Term

Term

Unless otherwise expressly stated in this Agreement, this Agreement shall have effect from the Effective Date and shall continue in effect until:

the last of the Permits terminates;

all Joint Property, materials, equipment and personal property acquired for or used in connection with Joint Operations have been disposed of, removed, abandoned or decommissioned; and

final settlement (including settlement of any financial audit carried out under the Accounting Procedure) has been made.

Notwithstanding clause 2.1(a):

clause 15 shall remain in effect until all Decommissioning obligations under the Permits and applicable Laws have been satisfied;

clause 20 shall remain in effect in accordance with its terms; and

the liability and payment obligations under clauses 3.3(b), 3.3(c), 4.5, 13 and 23, and the indemnity obligations under clause 4.6(b), 11.2(a), 15.1(c), 15.2(e)(iii), 19.2 and 24.1(d) shall remain in effect until all obligations have been extinguished and all Disputes have been resolved.

Termination

Scope and Participating Interest

Scope

The purpose of this Agreement is to establish the respective rights and obligations of the Parties concerning operations and activities under or in connection with the Permits or as otherwise contemplated in this Agreement, including their association in an unincorporated joint venture for the joint exploration, appraisal, development, production of Hydrocarbons (including treatment, processing, storage, and handling of produced Hydrocarbons upstream of the Delivery Point, whether using owned or contracted plant, infrastructure or facilities), construction, ownership, operation, maintenance, repair and removal of JV Infrastructure, the determination of Entitlements at the Delivery Point, formation of New Permit Areas and Decommissioning.

The Parties agree that to the extent of any inconsistency and/or conflicts between the terms of this Agreement and the terms of the Farmin Agreement, the terms of the Farmin Agreement shall prevail.

The Parties confirm that except to the extent:

contemplated by this Agreement (including clause 7); or

expressly included in the Permits or permitted by the Laws and agreed by the Operating Committee,

construction, operation, ownership, maintenance, repair, and removal of plant, infrastructure and facilities downstream from the Delivery Point;

transportation of the Parties’ Entitlements downstream from the Delivery Point;

marketing and sales of Hydrocarbons, except as expressly provided in clauses 13.4 and 14;

acquisition or exercise of rights to explore for, appraise, develop or produce Hydrocarbons outside of the Permit Area (other than through unitization with an adjoining tenement area under the Permits or Laws); and

exploration, appraisal, development, or production of minerals other than Hydrocarbons, whether inside or outside the Permit Area.

Participating Interest

the Participating Interests of the Parties as at the Effective Date up to the Novation Date were:

Party

Origin Energy Resources Limited

Sasol Petroleum Australia Limited

Falcon

the Participating Interests of the Parties with effect from the Novation Date up to the Umbrella Agreement Effective Date were:

Party

Tamboran

Falcon

the Participating Interests of the Parties on and from the Umbrella Agreement Effective Date are:

Party

Tamboran

Falcon

If a Party Transfers all or part of its Participating Interest under the provisions of this Agreement and the Permits, the Participating Interests of the Parties shall be revised accordingly.

Ownership, Obligations and Liabilities

Unless otherwise provided in this Agreement, all the rights and interests in and under the Permits, all Joint Property, and any Hydrocarbons produced from the Permit Area shall, subject to the terms of the Permits, be held by the Parties in proportion to their respective Participating Interests.

Unless otherwise provided in this Agreement, the obligations of the Parties under the Permits and all costs and liabilities incurred by Operator (or by any Party on behalf of all Parties, as set out in this Agreement) in connection with Joint Operations shall be charged to the Joint Account and all credits to the Joint Account shall be shared by the Parties, in proportion to their respective Participating Interests.

Subject to the provisions of the Farmin Agreement, each Party shall pay when due, in accordance with the Accounting Procedure, its share of Joint Account charges, including Cash Calls and interest, accrued under this Agreement. A Party’s payment of any charge under this Agreement shall not prejudice its right to later contest the charge.

Unless otherwise provided in this Agreement, third party liabilities incurred in connection with Joint Operations shall be borne by the Parties in accordance with their respective Participating Interests.

For the avoidance of doubt it is acknowledged that clauses 10 and 11 of this Agreement provides for circumstances where the rights, Entitlements, obligations (including third party obligations) of each Party in respect of certain Joint Operations may not be held or borne by each Party in accordance with its Participating Interest.

Performance of Obligations

perform its obligations under the Permits;

not, other than in accordance with this Agreement, surrender or seek to surrender the Permits or render the Permits liable to cancellation;

not engage, either alone or in association with any other person, in any activity in the Permit Area or in relation to Joint Property which would be a Joint Operation if carried out under this Agreement, unless in accordance with this Agreement; and

perform all of its obligations under this Agreement in a timely manner.

Deed of Cross Security

Upon execution of this Agreement, each of the Parties shall also execute the Deed of Cross Security.

If a New Area Joint Venture is formed and comes into effect pursuant to clause 12.2(b)(i)(B), the Parties are deemed to have released any assets or other property owned by or the subject of the New Area Joint Venture which would otherwise be secured under the Deed of Cross Security, and the Parties must do all further acts (including by way of amending or releasing any registration under the PPSA) to give effect to such release.

Additional free-carry

the next A$3,000,000 of Falcon’s share of Cash Call amounts payable after exhaustion of the carry provided to Falcon under the Farm-in Agreement; and

the next A$3,750,000 of Falcon’s share of Cash Call amounts payable after 30 June 2024.

Operator

Designation of Operator

Rights and Duties of Operator

Subject to the terms and conditions of this Agreement, the Permits and the Laws, Operator shall have all of the rights, functions, and duties of Operator under the Permits, shall have exclusive charge of and shall conduct all Joint Operations. Operator may employ independent contractors and agents, including Affiliates of Operator, Non-Operators, or Affiliates of a Non-Operator, in such Joint Operations.

In the conduct of Joint Operations, the Operator shall:

perform Joint Operations in accordance with the Permits, the Laws, and this Agreement, and, subject to clause 5.13, consistent with approved Work Programs and Budgets (and also, when required, the approved AFEs), and the decisions of the Operating Committee not in conflict with this Agreement;

conduct Joint Operations in a diligent, safe, and efficient manner in accordance with Good Oilfield Practice;

exercise due care with respect to the receipt, payment and accounting of funds in accordance with Good Oilfield Practice;

charge to the Joint Account in accordance with this Agreement and the Accounting Procedure any damage, loss, cost, or liability arising out of, incidental to, or resulting from Joint Operations;

subject to clause 4.6,7.3(a) and the Accounting Procedure, neither gain a profit nor suffer a loss as a result of being the Operator;

perform the duties for the Operating Committee set out in clause 5, and prepare and submit to the Operating Committee in a timely manner proposed Work Programs and Budgets (and if applicable AFEs), as provided in clause 6;

acquire, maintain, renew and have the right and obligation to represent the Parties in regards to all permits, titles, authorities, licences, consents, approvals, access rights or agreements and surface or other rights that may be required for or in connection with the conduct of Joint Operations;

upon receipt of reasonable advance notice and subject to compliance with the Operator’s relevant HSE requirements, permit representatives of any Party to have at all reasonable times during normal business hours and at such Party’s own risk and cost, to have reasonable access to Joint Operations, to observe Joint Operations, to inspect Joint Property, to conduct HSE audits, and to conduct financial audits and to observe the taking of inventory as provided for in the Accounting Procedure;

maintain the Permits in full force and effect consistent with Good Oilfield Practice. Operator shall timely pay and discharge all costs and liabilities incurred in connection with Joint Operations and use its reasonable endeavours to keep the Joint Property free from all liens, charges, and Encumbrances arising out of Joint Operations;

subject to clause 19, pay in cash, and/or make available in kind, to the Government on behalf of the Parties, as required by and in accordance with the Permits and the Laws all periodic payments, taxes (other than project based taxes such as PRRT), fees and other payments relating to Joint Operations but excluding any taxes measured by the incomes of the Parties or determined by reference to a Party’s Entitlement.

carry out the obligations of Operator under the Permits, including preparing, furnishing and maintaining such books, reports, records, inventories, forecasts and information as may be required under the Law, the Permits, the Accounting Procedure or by the Operating Committee;

have, in accordance with the decisions of the Operating Committee, the exclusive right and obligation to represent the Parties in all dealings with the Government with respect to matters arising under the Permits and Joint Operations. Operator shall notify the other Parties as soon as possible of the time, place, and agenda of such meetings. Subject to the Permits and any necessary Government approvals, Non-Operators shall have the right to attend any meetings with the Government with respect to such matters, but only as observers. Nothing contained in this Agreement shall restrict any Party from discussing with the Government any matter peculiar to its particular business interests arising under the Permits or this Agreement, but in such event such Party shall promptly advise the Parties, if possible before and in any event promptly after such discussions; provided that such Party has no duty to divulge to the other Parties any proprietary information involved in such discussions or any matters not affecting the other Parties;

subject to clause 14.3 and any decisions of the Operating Committee, assess (to the extent lawful) alternatives for the disposition of Natural Gas from a Discovery;

in case of an emergency (including a significant fire, explosion, blow out, Natural Gas release, Crude Oil release, or sabotage incident involving loss of life, serious injury to a director, officer, employee, leased employee, consultant, servant, agent, Secondees, invitee or other third party, or serious property or environmental damage; strikes and riots or evacuations of Operator Personnel):

take all necessary and proper measures for the protection of life, health, the environment and property;

as soon as reasonably practicable, but not later than 24 hours after Operator becomes aware of the emergency, report to Non-Operators the details of such event and any measures Operator has taken or plans to take in response thereto; and

provide regular updates to the Non-Operators regarding details of such event and any measures the Operator has taken or plans to take in response thereto;

establish and implement under clause 4.12 an HSE Plan;

establish and implement anti-bribery and anti-corruption policies and procedures consistent with clause 24.1;

prior to appointing or engaging any independent contractor conduct appropriate and proportionate assessment concerning relevant criteria, including such contractor’s ability to perform the proposed work properly, on time, within budgeted cost, and in compliance with applicable legal and contractual requirements;

include in its contracts with independent contractors and Operator’s Affiliates and to the extent practical and lawful, provisions that:

establish that such contractors can enforce their contracts only against Operator;

permit Operator, on behalf of the Parties, to enforce contractual warranties and indemnities against such contractors and/or their sub- contractors, and to recover from such contractors and/or sub- contractors losses and damages suffered by the Parties that are recoverable under their contracts;

require such contractors to obtain and maintain insurance required by clause 4.7(g);

require such contractors to comply with applicable Laws, including registration to do business, immigration, import/export, local preference, national content, tax withholding and payment; and

require, where reasonable, such contractors to establish and implement reasonable and proportionate anti-bribery and anti- corruption programs consistent with the undertakings contemplated by clause 24.1;

include in its contracts with independent contractors and Operator’s Affiliates provisions that require such contractors or Operator’s Affiliates to:

comply with the requirements of the HSE Plan;

comply with its own HSE policies and standards where the Laws require the contractor to comply with its own HSE policies and standards; or

comply with its own HSE policies supplemented to ensure the contractor is required to act in accordance with HSE policies and standards consistent with the standards required by the HSE Plan; and

Operator Personnel and Secondees

Operator shall engage and/or retain such employees, Secondees, contractors, consultants, and agents as are reasonably necessary to conduct Joint Operations. Subject to the Permits and this Agreement, Operator shall determine the number of such employees, Secondees, contractors, consultants, and agents, the selection of such persons, their hours of work, and (except for Secondees) their compensation.

Any Party, other than any Farmor Party, may propose a Secondment for a designated purpose related to Joint Operations. Any proposal for a Secondment must include the:

designated purpose and scope of Secondment, including duties, responsibilities, and deliverables;

duration of the Secondment;

number of Secondees and minimum expertise, qualifications, and experience required;

work location and position within Operator’s organization of each Secondee; and

estimated costs of the Secondment.

If a proposed Secondment meets the requirements of clause 4.3(b), such Secondment shall be submitted to Operator for approval.

Operator may disapprove a Secondment meeting the requirements of clause 4.3(b) only if in Operator’s reasonable opinion:

the proposed Secondee does not have the expertise and experience required for the relevant Joint Operations; or

the proposed Secondment is not necessary in light of the expertise and experience of Operator’s personnel.

Operator shall have the right to terminate the Secondment for cause under the Secondment agreement provided for under clause 4.3(g)

Although each Secondee shall report to and be directed by Operator, each Secondee shall remain at all times the employee of the Party (or its Affiliate) nominating such Secondee.

Operator and the Non-Operator that employs, or whose Affiliate employs, the Secondee shall enter into a separate agreement relating to such Secondment consistent with this clause 4.3.

Operator shall charge to the Joint Account the costs related to Secondment and Secondees that are within the approved Work Program and Budget.

Information Supplied by Operator

Subject to clause 20.1, Operator shall provide Non-Operators in a timely manner with copies of the following information, data and reports relating to Joint Operations or Reduced Interest Operations in which the Non-Operator is a participant (to the extent the costs of production are charged to such participants) in digitized format and if not available in such format then in hard-copy as they are currently produced or compiled from such Joint Operations:

all logs, and surveys;

proposed well design and any revisions for each well;

daily drilling, completion and flow testing reports;

all Testing and core data and analysis reports;

final well recap report;

plugging reports;

seismic sections and if applicable shot point location maps;

final, and if requested by any Non-Operator intermediate, geological and geophysical maps, interpretations and reports;

engineering studies, and quarterly and annual progress reports on Development Operations, which progress reports shall at least set out the then current development schedule, the status of each such Development Operation from inception to date, its cumulative costs to date and the cumulative commitments undertaken;

daily and weekly production summary and production activity reports, and monthly reports on well, reservoir, field and infrastructure performance;

reservoir studies, annual reserve estimates, and annual forecasts of production capability, infrastructure capacity, and scheduled outages, provided that Operator makes no representations about the accuracy of its identification of reserves and that each Non-Operator retains full responsibility for making its own assessment of reserves for internal and reporting purposes;

where practical before, but in any event no later than 30 Days after filing with the Government, copies of all material reports relating to Joint Operations or the Permits required, or anticipated, to be furnished by Operator to the Government, and copies of such reports as filed;

as reasonably requested by a Non-Operator, other material studies and reports relating to Joint Operations except to the extent such information is subject to legal professional privilege;

data, reports, forecasts and schedules under agreements provided for in clause 14;

copies of accounting information and reports to be furnished under clause 6 and the Accounting Procedure;

monthly and annual HSE key performance data and reports;

such additional information as a Non-Operator may reasonably request except to the extent the information is subject to legal professional privilege, provided that the preparation of such information will not unduly burden Operator’s administrative and technical personnel, that the requesting Party or Parties pay the costs of preparation of such information, and that only Non-Operators who pay such costs will receive such additional information; and

other reports as directed by the Operating Committee.

Operator shall give Non-Operators access at all reasonable times during normal business hours to all data and reports (other than data and reports provided to Non- Operators under clause 4.4(a)) acquired in the conduct of Joint Operations and for which a Non-Operator may reasonably request. Any Non-Operator may make copies of such other data at its sole expense.

Settlement of Claims and Lawsuits

Operator shall promptly notify the Parties of any material claims or suits that relate in any way to Joint Operations. Operator shall represent the Parties and defend or oppose the claim or suit. Operator may in its sole discretion compromise or settle any such claim or suit or any related series of claims or suits for an amount not to exceed the equivalent of two hundred thousand dollars ($200,000) in any consecutive 12 month period, exclusive of legal fees and provided that, in the reasonable opinion of

Any Non-Operator shall promptly notify the other Parties of any claim made against such Non-Operator by a third party that arises out of or may affect the Joint Operations, and such Non-Operator shall defend or settle the same in accordance with any directions given by the Operating Committee. Those costs and damages that are incurred under such defence or settlement, and that are attributable to Joint Operations shall be reimbursed by the Operator to such Non-Operator and charged to the Joint Account.

Notwithstanding clauses 4.5(a) and 4.5(b), each Party shall have the right to participate in any such suit, prosecution, defence, or settlement conducted under clause 4.5(a) and clause 4.5(b), at its sole expense, provided always that no Party may settle its Participating Interest share of any claim without first satisfying the Operating Committee that it can do so without prejudicing the interests of the Joint Operations.

For the avoidance of doubt it is agreed that the conduct of any litigation involving a Reduced Interest Operation will be the sole responsibility of the Well Interest Party(s) and at the sole cost and expense of such Well Interest Party(s) and the provisions of clauses 4.5(a) and 4.5(b) shall apply to such litigation with all necessary changes as the context requires.

Limitation on Liability of Operator

Except as set out in clause 4.6(e) or 24.1(d), neither Operator nor any other Operator Indemnitee shall bear (except as a Party to the extent of its Participating Interest share) any damage, loss, cost, or liability resulting from performing (or failing to perform) the duties and functions of Operator, and the Operator lndemnitees are hereby released from liability to Non-Operators for any and all damages, losses, costs, and liabilities arising out of, incidental to, or resulting from such performance or failure to perform, even though caused in whole or in part by a pre-existing defect, or the negligence (whether sole, joint or concurrent), Gross Negligence/Wilful Misconduct, strict liability or other legal fault of Operator (or any other Operator Indemnitee).

Except as set out in clause 4.6(f) or 24.1(d), the Parties shall (in proportions set out in clause 4.6(d) defend and indemnify Operator lndemnitees from any damages, losses, costs (including reasonable legal costs and attorneys’ fees), and liabilities arising from or incidental to any claims, demands, or causes of action brought by or for any person or entity, which claims, demands or causes of action arise out of, are incidental to or result from Joint Operations, even though caused in whole or in part by a pre-existing defect, or the negligence (whether sole, joint or concurrent), Gross Negligence/Wilful Misconduct, strict liability or other legal fault of Operator (or any other Operator lndemnitee).

The proportionate liability of the Parties shall be:

in the case of damages, losses, costs and liabilities which arise out of, are incidental to or result from a Joint Operation involving a Reduced Interest Pad, Reduced Interest Operation or Reduced Interest Infrastructure, in proportion to the interests held by the Parties in that Joint Operation;

in all other cases, in proportion to their Participating Interests.

Nothing in this clause 4.6 shall be deemed to relieve Operator from its obligation to perform its duties and functions under this Agreement, or from its Participating Interest share of any damage, loss, cost, or liability arising out of, incidental to, or resulting from Joint Operations.

Notwithstanding clause 4.6(a) or 4.6(b), if any Senior Supervisory Personnel of Operator or its Affiliates engage in Gross Negligence/Wilful Misconduct that proximately causes the Parties to incur damage, loss, cost, or liability for claims, demands or causes of action referred to in clause 4.6(a) or 4.6(b) then, in addition to its Participating Interest share, Operator shall bear all such damages, losses, costs, and liabilities.

Despite the foregoing, under no circumstances shall Operator (except as a Party to the extent of its proportionate liabilities set out in clause 4.6(c)) bear any Consequential Loss or Environmental Loss.

Insurance Obtained by Operator

Operator shall procure and maintain for the Joint Account the types and amounts of insurance required by the Permits or the Laws and as set out in Annexure C.

Operator shall procure and maintain any additional insurance, at reasonable rates, as the Operating Committee may require. If such additional insurance is, in Operator’s reasonable opinion, unavailable or available only at an unreasonable cost, Operator shall promptly notify the Non-Operators so that the Operating Committee may reconsider such requirement for additional insurance.

Subject to the Permits and the Laws, any Party may elect not to participate in the insurance to be procured under clauses 4.7(a) and 4.7(b) (other than “Control of Well” or “Operator’s Extra Expense” insurance which all Well Interest Parties for the relevant Horizontal Well or Vertical Well must participate in), provided such Party:

promptly notifies Operator to that effect;

does not interfere with Operator’s negotiations for such insurance;

provides to the Operator before the relevant operations begin (and at least annually during the continuance of such operations) a current certificate of adequate coverage, or other evidence of financial responsibility that fully covers such non-participating Party’s Participating Interest share of the risks that would be covered by the insurance to be procured under clause 4.7(a) and/or clause 4.7(b), as applicable, and that the Operating Committee determines to be acceptable. No such determination of acceptability shall in any way absolve a non-participating Party from its obligation to meet each Cash Call or billing (except, under clause 4.7(e), regarding the costs of the insurance policy in which such Party has elected not to participate) including any Cash Call or billing with respect to damages and losses and/or the costs of remedying the same under this Agreement, the Permits and the Laws. If such non-participating Party obtains other insurance, such insurance shall (i) contain a waiver of subrogation in favour of all the other Parties, the Operator and their insurers but only with respect to their interests under this Agreement; (ii) provide that 30 Days written notice be given to Operator

is responsible for all deductibles, coinsurance payments, self-insured exposures, uninsured or underinsured exposures relating to its interests under this Agreement.

If Operator elects, to the extent permitted by the Permits and Laws, to self-insure all or part of the coverage to be procured under clauses 4.7(a) and/or 4.7(b), Operator shall so notify the Operating Committee and provide a qualified self-insurance letter stating what coverages Operator is self-insuring. Any risk to be covered by insurance to be procured under clauses 4.7(a) and 4.7(b), that is not identified in the self- insurance letter shall be covered by insurance and supported by a current certificate of adequate coverage. If requested by the Operating Committee from time to time, Operator shall provide evidence of financial responsibility, acceptable to the Operating Committee, that fully covers the risks that would be covered by the insurance to be procured under clauses 4.7(a) and 4.7(b).

The cost of insurance in which all the Parties are participating shall be for the Joint Account, and the cost of insurance in relation to JV Infrastructure, drill pads or Reduced Interest Operations which fewer than all the Parties are participating (or in which Parties are participating in different proportions) shall be charged to the Parties participating in proportion to their respective Reduced Pad Interests or Well Interests (as applicable). Subject to the preceding sentence, the cost of insurance with respect to a Reduced Interest Operation shall be charged to the Pad Interest Parties or Well Interest Parties (as applicable).

Operator shall, with respect to all insurance obtained under this clause 4.7:

use reasonable endeavours to procure, or cause to be procured, such insurance before the relevant operations begin, and maintain, or cause to be maintained, such insurance during the term of the relevant operations or any longer term required under the Permits or the Laws;

promptly inform the participating Parties when such insurance is obtained and supply them with certificates of insurance or copies of the relevant policies when issued;

arrange for the participating Parties, according to their respective Participating Interests, to be named as co-insureds on the relevant policies with waivers of subrogation in favour of all the Parties but only to the extent of their interests under this Agreement;

use reasonable endeavours to ensure that each policy shall survive the default or bankruptcy of the insured for claims arising out of an event before such default or bankruptcy and that all rights of the insured shall revert to the Parties not in default or bankruptcy; and

duly file all claims and take all necessary and proper steps to assist in a claim evaluation with any insurer and its agents and collect any proceeds and credit any proceeds to the participating Parties in proportion to their respective Participating Interests.

Operator shall use its reasonable endeavours to require all contractors performing work with respect to Joint Operations to:

obtain and maintain any insurance in the types and amounts required by the Permits, the Laws or any decision of the Operating Committee;

name the Parties as additional insureds on the contractor’s insurance policies and obtain from their insurers waivers of all rights of recourse against the Parties and their insurers; and

provide Operator with certificates evidencing such insurance before the commencement of their services.

Commingling of Funds

Operator may not commingle with Operator’s own funds the monies that Operator receives from or for the Joint Account under this Agreement. However, Operator reserves the right to make future proposals to the Operating Committee concerning the commingling of funds to achieve financial efficiency. Such monies shall be applied only to their intended use and shall be owned by the Parties to the extent of their respective Participating Interests.

The Operating Committee may require Operator to deposit monies received for the Joint Account in an interest-bearing account at any time. Operator shall allocate interest earned among the Parties on an equitable basis taking into account the amounts received from each Party and the date of receipt. Operator shall apply each Party’s allocation of earned interest to such Party’s next succeeding Cash Call or, if directed by the Operating Committee, pay it to each such Party.

Resignation of Operator

Removal of Operator

Subject to clause 4.11, Operator shall be removed upon receipt of notice from any Non-Operator if, in relation to Operator:

an order is made, that it be wound up, declared bankrupt, dissolved, reorganised under any bankruptcy law or that a provisional liquidator or receiver or receiver and manager be appointed;

a liquidator or provisional liquidator is appointed;

an administrator is appointed to it under the Corporations Act section 436A, 436B or 436C;

a Controller (as defined in the Corporations Act section 9) is appointed to it or any of its assets;

a receiver, receiver and manager, official manager, statutory manager, administrator or like official is appointed to it or any of its assets;

it enters into an arrangement or composition with one or more of its creditors, or an assignment for the benefit of one or more of its creditors, in each case other than to carry out a reconstruction or amalgamation while solvent;

it proposes a winding-up, dissolution or reorganisation, moratorium, deed of company arrangement or other administration involving one or more of its creditors;

it is insolvent as disclosed in its accounts or otherwise, states that it is insolvent, is presumed to be insolvent under an applicable law (including under the Corporations Act section 459C(2) or 585) or otherwise is, or states that it is, unable to pay all its debts as and when they become due and payable;

it is taken to have failed to comply with a statutory demand as a result of the Corporations Act s 459F(1);

a notice is issued under the Corporations Act section 601AA or 601AB;

a writ of execution is levied against it or its property;

it ceases to carry on business or threatens to do so;

Operator becomes insolvent or bankrupt, or anything occurs under the law of any jurisdiction which has a substantially similar effect to any of the events set out in the above paragraphs of this clause 4.11(a); or

the Government gives formal written notice withdrawing its approval of Operator as Operator.

Subject to clause 4.11, Operator may be removed by the decision of the Non- Operators, as set out below, if Operator has committed a material breach of this Agreement and has either failed to commence to cure that breach within 30 Days of receipt of a notice from Non-Operators detailing the alleged breach or failed to diligently pursue the cure to completion. Any decision of Non-Operators to give notice of breach to Operator or to remove Operator under this clause 4.10(b) shall be made by an affirmative vote of 2 or more of the total number of Non-Operators, excluding any Affiliates of the Operator, holding a combined Participating Interest of at least 50 per cent of the total Participating Interests held by all of the Non-Operators. However, if Operator disputes such alleged commission of or failure to cure a material breach and Dispute resolution proceedings are initiated under clause 23.1 concerning such breach, then Operator shall remain appointed and no successor Operator may be appointed pending the conclusion or abandonment of such proceedings, subject to the terms of clause 13.3 with respect to Operator’s breach of its payment obligations.

If, as a result of a Transfer, the total Participating Interests of Operator and its Affiliates would become less than 20 per cent, then Operator shall promptly notify the other Parties. The Parties shall vote within 28 Days of such notification on whether or not Operator should be removed and a successor Operator should be named under clause 4.11. An affirmative vote of 2 or more of the total number of Non-Operators, excluding any Affiliates of the Operator, holding a combined Participating Interest of at least 65 per cent of the Participating Interest held by all of the Non-Operators, shall be required to remove Operator under this clause.

If there is a Change in Control of Operator (other than a transfer of Control to an Affiliate of Operator or where the voting securities of an Operator (or its ultimate parent) are publicly traded on any recognised stock exchange and the Change in Control occurs due to ownership of such securities changing over time as a result of a single transaction or a series of transactions), Operator shall promptly notify the other Parties. The Parties shall vote within 28 Days of such notification on whether or not Operator should be removed and a successor Operator should be named under clause 4.11. An affirmative vote of 2 or more of the total number of Non-Operators, excluding any Affiliates of the Operator, holding a combined Participating Interest of at least 65 per cent of the Participating Interest held by all of the Non-Operators, shall be required to remove Operator under this clause.

Appointment of Successor

The resigning or removed Operator shall remain as Operator until a successor Operator is appointed in accordance with the requirements of this Agreement.

The Operating Committee shall meet as soon as possible to appoint a successor Operator under the voting procedure of clause 5.9. No Party may be appointed successor Operator against its will.

If Operator is removed neither Operator, nor any Affiliate of Operator, shall have the right to be considered as a candidate for the successor Operator.

The resigning or removed Operator shall, subject to its duty to use reasonable efforts to mitigate the costs related to its resignation or removal, be compensated out of the Joint Account for its reasonable costs directly related to its resignation or removal, except for removal under clause 4.12(b).

The resigning or removed Operator and the successor Operator shall arrange to take an inventory of all Joint Property and Hydrocarbons, and to audit the books and records of the removed Operator. Such inventory and audit shall be completed, if possible, no later than the effective date of the change of Operator and shall be subject to the approval of the Operating Committee. The costs and liabilities of such inventory and audit shall be charged to the Joint Account.

The resignation or removal of Operator and its replacement by the successor Operator shall not become effective before receipt of any necessary Government approvals. Upon the effective date of the resignation or removal, the successor Operator shall succeed to all duties, rights and authority prescribed for Operator. The former Operator shall transfer to the successor Operator all Joint Property, books of account, records and other documents maintained by Operator pertaining to the Permit Area this Agreement and to Joint Operations, and shall endeavour to transfer rights, warranties, indemnities and duties under contracts and licenses entered into for Joint Operations. Upon delivery of such Joint Property, books of account, records and other documents, and subject to compliance with clause 4.11(e) and this clause 4.11(f), the former Operator shall be released and discharged from all obligations and liabilities as Operator accruing after the date the former Operator transfers all contracts and data to the successor Operator.

HSE Plan

Operator shall in the conduct of Joint Operations:

prepare and establish an HSE Plan designed to achieve safe and reliable conduct of operations and activities, to avoid significant and unintended impact on the safety and health of people, on property, and on the environment, and to comply with the Permits, Laws relating to HSE and Good Oilfield Practice;

carry out the HSE Plan in conformance with Laws relating to HSE;

plan and conduct Joint Operations consistent with the HSE Plan; and

design and operate Joint Property consistent with the HSE Plan.

The Operating Committee shall review and approve the HSE Plan prior to its implementation. At least annually thereafter, the Operating Committee shall review and approve the HSE Plan having consideration of the implementation and effectiveness of the HSE Plan and the results of HSE assessments carried out in accordance with clause 4.12(c). Upon approval by the Operating Committee each year, the HSE Plan shall be deemed to comply with Good Oilfield Practice.

In the conduct of Joint Operations, Operator shall establish and carry out a program for regular HSE assessments. The purpose of such assessments is to periodically review HSE systems and procedures, including actual practice and performance, to verify that the HSE Plan is in place and fulfils the requirements of clause 4.12(a), that the HSE Plan is being properly carried out and that the HSE Plan as carried out is effective. Operator shall, at a minimum, conduct such an assessment before entering into significant new Joint Operations and before undertaking any major changes to existing Joint Operations. Upon reasonable notice given to Operator, Non-Operators shall have the right to participate in such HSE assessments.

Operator shall require its contractors, consultants, and agents undertaking activities for the Joint Account to manage HSE risks in a manner consistent with the requirements of HSE Plan.

Without prejudice to a Party’s rights under clause 4.2(b)(viii), with reasonable advance notice, Operator shall permit at all reasonable times during normal business hours each Non-Operator (at its own risk and cost) to conduct an audit of the HSE Plan, its implementation and effectiveness. Where there are two or more Non- Operators, the Non-Operators shall make a reasonable effort to conduct joint or simultaneous HSE audits in a manner that will result in a minimum of inconvenience to Operator.

Operating Committee

Establishment of Operating Committee

Powers and Duties of Operating Committee

The Operating Committee shall have the power and duty to authorize and supervise Joint Operations that are necessary or desirable to fulfil the obligations arising under the Permits, the Laws and this Agreement, to properly explore and exploit the Permit Area in accordance with this Agreement (including any decision to form a New Area JOA under clause 12) and the Laws and in a manner appropriate in the circumstances.

The Operating Committee will have no power to amend or otherwise vary the terms of this Agreement.

Authority to Vote

Subcommittees

Notice of Meeting

Operator may call a meeting of the Operating Committee by giving notice to the Parties at least 15 Business Days in advance of such meeting.

Any Non-Operator may request a meeting of the Operating Committee by giving notice to all the other Parties. Upon receiving such request, Operator shall call such meeting for a date not fewer than 15 Business Days nor more than 20 Business Days after receipt of the request.

The notice periods above may only be waived with the unanimous consent of all the Parties. However, if a representative of a Party attends a meeting of the Operating Committee, they shall be deemed to have waived any objection that Party may have to a failure to give notice of the meeting.

Contents of Meeting Notice

Each notice of a meeting of the Operating Committee as provided by Operator shall contain:

the date, time, and location of the meeting;

an agenda of the matters and proposals to be considered and/or voted upon at such meeting; and

information about each matter and proposal to be considered and/or voted on at the meeting (including all appropriate supporting information not previously distributed to the Parties) sufficient to enable the Parties to be well informed about such matters and proposals before such meeting.

A Party may add additional matters and proposals to the agenda for any meeting, by giving notice to the other Parties not fewer than 5 Business Days before such meeting.

On the request of a Party, and with the unanimous consent of all Parties, the Operating Committee may consider at a meeting a matter and/or proposal not in the agenda for such meeting.

Location of Meetings

AII meetings of the Operating Committee shall be held in Brisbane, Queensland, or elsewhere as the Operating Committee may decide.

For the purposes of this Agreement the contemporaneous linking together by telephone and/or by audio and visual link of the members of the Operating Committee shall be deemed to constitute a meeting of the Operating Committee. All the provisions as to meetings of the Operating Committee shall apply to such meetings so long as the following conditions are met:

all the Parties for the time being entitled to receive notice of a meeting of the Operating Committee shall be entitled to notice of a meeting by telephone and to be linked by telephone and/or audio and visual link for the purposes of such meeting;

notice of such meeting must be given in accordance with clause 5.5;

each of the representatives of the Parties taking part in the meeting must be able to hear each of the others taking part (and in the case of an audio and visual link see them) at the commencement of and, subject to a person obtaining consent under clause 5.7(b)(v), throughout the meeting;

at the commencement of the meeting, each representative of the Parties must acknowledge his or her presence for the purpose of a meeting of the Operating Committee to all the others taking part;

a representative of the Party may not leave such a meeting by disconnecting his or her telephone or other means of communication unless he or she has previously obtained the express consent of the chairman of the meeting. A person shall be conclusively presumed to have been present at all times during the meeting unless he or she has previously obtained the express consent of the chairman of the meeting to leave the meeting as aforesaid; and

any minute of a telephone and/or audio and visual link meeting shall be circulated for approval as per the process set out in clause 5.11.

Operator’s Duties for Meetings

Operator’s duties, concerning meetings of the Operating Committee and any subcommittee, shall include:

timely preparation and distribution of the agenda;

organisation and conduct of the meeting; and

preparation of a written record or minutes of each meeting.

Operator shall have the right to appoint the chairman of the Operating Committee and all subcommittees.

Voting Procedure

Except as otherwise expressly provided in this Agreement, all decisions, approvals, and other actions of the Operating Committee prior to the expiry of the Stage Period shall require the affirmative vote of each of the Farminee Parties (or if there is one Farminee Party, that Party).

Except as otherwise expressly provided in this Agreement, all decisions, approvals, and other actions of the Operating Committee on and from the expiry of the Stage Period shall require the affirmative vote of a Party or Parties (not being Affiliates) then having at least 55 per cent of the Participating Interest of Parties entitled to vote.

Notwithstanding clauses 5.9(a) and 5.9(b), all decisions, approvals, and other actions of the Operating Committee, whether prior to the expiry of the Stage Period or on and from the expiry of the Stage Period relating to:

relinquishment or voluntary surrender of all or part of the Permit Area or any Exploitation Area;

unitisation with an adjoining tenement area;

royalties payable to any third party who is not a Government in respect of all or part of the Permit Area or any Exploitation Area and which will be payable from the Joint Account;

varying or amending any term or condition of a Permit;

transfer of any Joint Property above a value of $1,000,000;

approval of the terms and conditions of all contracts between the Operator and a Related Body Corporate of the Operator or a Non-Operator with a value exceeding $250,000;

use by an individual Party of any Joint Property, other than pursuant to a Reduced Interest Operation or as contemplated by clause 7 or 12;

any decision to Decommission or abandon the Joint Operations under clause 15; and

any decision to expand the Permit Area or acquire new Permits as Joint Property,

incidental to, pursuant to or is necessary to implement another decision, approval or other action made under this Agreement;

otherwise provided for under this Agreement or relates to any action under any of clauses 7, 8, 9, 10 or 12 (or any document entered into pursuant to either such clause),

incidental to, pursuant to or is necessary to implement another decision, approval or other action made under this Agreement; or

otherwise provided for under this Agreement or relates to any action under either of clauses either of clauses 7,8, 9,10 or 12 (or any document entered into pursuant to either such clause),

The Parties agree that, notwithstanding anything else in this Agreement, the approval of the Work Program and Budget (inclusive of 3D seismic activities) for the next Financial Year commencing after 30 June 2023 will require the affirmative vote of a Party or Parties (not being Affiliates) then having at least 60 per cent of the Participating Interest of Parties entitled to vote in accordance with this Agreement.

Record of Votes

The chairman of the Operating Committee shall appoint a secretary who shall make a record of each proposal voted on and the results of such voting at each Operating Committee meeting. Each representative shall sign and be provided a copy of such record of votes at the end of such meeting (including via e-mail). Such signed record shall be considered the final record of the decisions of the Operating Committee.

By the unanimous agreement of all Parties’ Operating Committee representatives, the Operating Committee may agree to defer any decision, approval or other action originally proposed for consideration and voting at that meeting of the Operating Committee.

Minutes

The secretary shall provide each Party with a copy of the minutes of the Operating Committee meeting within 15 Business Days after the end of the meeting. Each Party shall notify the secretary within 15 Business Days after receipt of such minutes specifying any objections and corrections to the minutes. A failure to give notice specifying objections and corrections to such minutes within such 15 Business Day period shall be deemed to be approval of such minutes. In any event, the record of votes under clause 5.10 shall take precedence over the minutes described above.

Voting by Notice

In lieu of a meeting, any Party (including a Party that is the Operator) may submit any proposal (with supporting information) to the Operating Committee for a vote by notice or an election as contemplated under clause 10 for any proposal by the Operator which is included in a New Pad Notice, New Operation Notice or a New Infrastructure Operation Notice. The proposing Party or Parties shall notify Operator and the Operator shall give each Party’s representative notice describing the proposal so submitted and whether Operator considers such proposal to require urgent determination. Operator shall include with such notice adequate documentation (as has been provided by a Non-Operator where applicable) in connection with such proposal to enable the Parties to decide. Each Party shall communicate its vote (or its election as contemplated under clause 10 in the case of a proposal that is included in a New Pad Notice, New Operation Notice or a New Infrastructure Operation Notice) by notice to Operator and the other Parties within one of the following appropriate time periods after receipt of Operator’s notice:

24 hours in the case of Urgent Operational Matters;

30 Days in respect of a New Pad Notice, New Operation Notice or New Infrastructure Operation Notice; and

30 Days in the case of all proposals other than those set out in clause 5.12(a)(i) or 5.12(a)(ii).

Except in the case of clause 5.12(a)(i) or a New Pad Notice, New Operation Notice, or New Infrastructure Operation Notice, any Party may, by notice delivered to all Parties within five Days of receipt of Operator’s notice, request that the proposal be decided at a meeting rather than by notice. In such event, that proposal shall be decided at a meeting duly called for that purpose.

Except as provided in clause 15, any Party failing to communicate its vote within the applicable time periods set out in clause 5.12(a) shall be deemed to have voted against such proposal or, in the case of a Proposed New Pad, Proposed New Operation or Proposed New Infrastructure Operation, shall be deemed to have elected not to participate in that Proposed New Pad, Proposed New Operation, or Proposed New Infrastructure Operation (as applicable).

If a meeting is not requested, then at the expiration of the applicable time period, Operator shall give each Party a confirmation notice stating the tabulation and results of the vote.

For the avoidance of doubt:

an election or deemed election is made by a Party under this clause pursuant to a New Pad Notice, New Operation Notice or New Infrastructure Operation Notice and shall be regarded as an Operating Committee vote in favour of the Proposal and the AFE which is included in that New Pad Notice, New Operation Notice or New Infrastructure Operation Notice (noting although that, in some instances, that election may result in the Party making the election being a Reduced Party Interest in respect of that New Pad Notice, New Operation Notice or New Infrastructure Operation Notice and their related AFEs); and

where a Proposed New Pad, Proposed New Operation or Proposed New Infrastructure Operation is not proceeding as contemplated by clauses 10.1(i), 10.2(i) or 10.3(h) respectively then the AFE included in the relevant New Pad Notice, New Operation Notice or New Infrastructure Operation Notice will be deemed not to be approved and each Party will be deemed to have voted against the approval of that AFE.

Effect of Vote

Notwithstanding the approval of a Work Program and Budget by the Operating Committee, a Party may still elect to participate or not participate in a Proposed New Pad, Proposed New Operation, or Proposed New Infrastructure Operation in accordance with clause 10 and the fact that a Party had voted in favour of, or against, a Work Program and Budget that is ultimately approved shall not prevent it from exercising its rights under clause 10 in relation to a Proposed New Operation.

If a Party elects to participate or not participate in a Proposed New Pad, Proposed New Operation or Proposed New Infrastructure Operation in accordance with clauses 5.12 and 10 (unless, and to the extent, clause 5.12(e)(ii) applies):

that election shall not invalidate an approved Work Program and Budget or AFE;

the Parties shall be obliged to contribute to the costs of a Reduced Interest Pad, Reduced Interest Operation or Reduced Interest Infrastructure (as applicable) in accordance with clause 10 and shall, subject to clause 6.1(i) in respect of Long Lead Items, otherwise remain obliged to contribute, in proportion to their respective Participating Interest, to the costs of all Joint Operations in accordance with the approved Work Program and Budget and, where required, any AFE that are not included in an AFE in respect of Reduced Interest Operations, a Reduced Interest Pad or Reduced Interest Infrastructure (as applicable);

subject to clauses 5.13(b)(ii) and 6.1(i) in respect of Long Lead Items, the Operator may still issue Cash Calls to all Participants in proportion to their Participating Interest in respect of costs that are included in an approved Work Program and Budget and, where required, any AFE that are not included in an AFE in respect of a Reduced Interest Pad, Reduced Interest Operation, or Reduced Interest Infrastructure (as applicable); and

the Operator shall issue separate Work Programs and Budgets (and AFE in respect thereof) for each Reduced Interest Pad, Reduced Interest Operation, or Reduced Interest Infrastructure (as applicable) and, if it does, may amend the overarching approved Work Program and Budget to take into account the effects of any operations for which a separate Work Program and Budget exists.

all Operating Committee decisions relating exclusively to a Joint Operation that involves Reduced Interest Parties shall, from the time a Party becomes a Reduced Interest Party in that Joint Operation, be determined on the basis that the Parties in that Joint Operation will have voting rights equal to the interests held by them in that Joint Operation.

Once a Joint Operation for the drilling, Deepening, Testing, Sidetracking, Plugging Back, Completing, Recompleting, Reworking, or plugging of a well has been approved and commenced, such operation shall not be stopped without the consent of the Operating Committee, provided, however, that such operation may be stopped if:

an impenetrable substance or other condition in the hole is encountered which in the reasonable judgment of Operator causes the continuation of such operation to be impractical; or

other circumstances occur that in the reasonable judgment of Operator cause the continuation of such operation to be unwarranted and the Operating Committee, within the period required under clause 5.12(a)(i) after receipt of Operator’s notice, approves discontinuing such operation.

Work Programs and Budgets

General Provisions

During the preparation of Work Programs and Budgets contemplated in this clause 6, Operator shall consult with the Operating Committee or the appropriate subcommittees regarding the contents of such Work Programs and Budgets.

A Joint Operation that cannot be efficiently completed within a single Financial Year may be proposed in a multi-year Work Program and Budget. Upon approval by the Operating Committee, such multi-year Work Program and Budget shall, subject only to revisions approved by the Operating Committee afterwards:

remain in effect as between the Parties (and the associated cost estimate shall be a binding pro-rata obligation of each Party) through to the completion of such Joint Operations; and

be reflected in each annual Work Program and Budget.

The Parties acknowledge that, in any Financial Year, Operator may prepare and deliver one or more Work Program and Budgets in respect of:

each of Exploration, Appraisal, Development, Production and Decommissioning activities; and/or

once a DSU has been established, the Joint Operations in respect of that DSU (including any activities referred to in clause 6.1(c)(i)).

Any approved Work Program and Budget may be revised by the Operating Committee from time to time. To the extent such revisions are approved by the Operating Committee, the Work Program and Budget shall be amended accordingly and, provided that the overall value of the Long Lead Items included in the Work Program and Budget has not changed (whether an increase or decrease) by more than two times the LLI Cap Delta, the Parties may not amend their nominated LLI Cap in relation to the amended Work Program and Budget.

If a Work Program and Budget is not approved or rejected by the Operating Committee at least 10 Business Days prior to the commencement of the relevant Financial Year, Operator shall prepare for the Operating Committee a Work Program and Budget for the applicable Financial Year, setting out those Joint Operations, which are:

consistent with the scope of, and not in conflict with, the Minimum Work Obligations of the Permits, the commitments of the previously approved Work Program and Budget, and/or the commitments of a previously approved Exploration Operation, Appraisal Plan or Development Plan; and

reasonably necessary to keep the Permits in full force and effect, to satisfy the Minimum Work Obligations of the Permits (including drilling of all Commitment Wells), to meet the commitments of a previously approved Exploration Operations, Appraisal Plan or Development Plan, that in each case are required to be carried out during the relevant Financial Year. In determining the Joint Operations that are reasonably necessary for the purposes of the preceding sentence, the proposed Joint Operations receiving the largest Participating Interest vote (even if less than the applicable percentage under clause 5.9) shall be adopted. If competing proposals receive equal Participating Interests votes, then Operator shall choose between those competing proposals.

A Party may, in respect of an Operating Committee vote on a proposed Work Program and Budget that covers activities expected to be undertaken in any period prior to 1 January 2028 (or such other date as may be unanimously agreed in writing by all Parties) containing costs relating to Long Lead Items, when voting in favour of or against the proposed Work Program and Budget, at the same time, nominate a maximum percentage interest that it wishes to fund the Long Lead Items under that Work Program and Budget, provided that such nomination must be less than its actual Participating Interest (LLI Cap).

If a Party nominates a LLI Cap, then Parties that have not elected to participate in the Long Lead Items contained in the Work Program and Budget at less than their actual Participating Interest shall be entitled, for a period of 10 Days following the meeting, to notify the Operator that they elect to:

carry its proportionate share of the additional interest available as a result of one or more Parties election to nominate a LLI Cap; or

carry its proportionate share of the additional interest available as described in clause 6.1(g)(i) and any additional interests that any other Party participating with its full Participating Interest elects not to take.

If the Parties do not elect to take up the additional interest available as described in clause 6.1(g)(i), the Work Program and Budget shall be deemed to have been rejected and the Operator shall prepare a new Work Program and Budget and present it to the Operating Committee.

If the Parties elect to take up the additional interest available as described in clause 6.1(g)(i) (in whatever proportion is determined under clause 6.1(g)) then, notwithstanding clauses 5.13(b)(ii) and 5.13(b)(iii), a Party that has nominated a LLI Cap shall only be obliged to contribute at the percentage of its LLI Cap to the costs of all Long Lead Items being acquired under that approved Work Program and Budget and, where required, any AFE and, where otherwise permitted by clause 6.9, any further Cash Calls.

Exploration and Appraisal

For each Financial Year in which Exploration Operations and/or Appraisal Operations are planned, Operator shall on or before the date that is three months prior to the end of the preceding Financial Year, deliver to the Parties an Exploration and Appraisal Work Program and Budget for that Financial Year or Financial Years. Within 20 Business Days of such delivery, the Operating Committee must meet to vote on such Exploration and Appraisal Work Program and Budget.

If a Discovery is made Operator shall deliver any notice of Discovery required under the Permits or the Laws and shall as soon as possible submit to the Parties a report containing all available details concerning the Discovery and Operator’s recommendation as to whether the Discovery merits Appraisal. Following delivery of Operator’s report, the Operating Committee shall meet to determine whether the Discovery merits Appraisal.

Operator must, if the Operating Committee determines that a Discovery under clause 6.2(b) merits further Appraisal, deliver to the Parties a proposed additional Exploration and Appraisal Work Program and Budget for the Appraisal of the Discovery within 90 Days of the date on which the Operating Committee determines that a Discovery merits Appraisal.

Within 60 Days of delivery of a proposed Work Program and Budget for additional Appraisal Operations pursuant to clause 6.1(c), or earlier if necessary to meet any applicable deadline under the Permits, the Operating Committee shall meet to consider, modify and then either approve or reject the proposed additional Work Program and Budget.

Development

If the Operating Committee determines that a Discovery may be a Commercial Discovery, Operator within 120 Days of such determination shall deliver to the Parties a proposed development plan (Development Plan) for such Discovery, which shall in addition to the information required under clause 6.6 contain:

a delineation of the proposed Exploitation Area or specified Sub-Area(s) of such Discovery;

an estimated date for the commencement of Production Operations;

a production forecast of estimated production of each type of Hydrocarbon to be produced in each Financial Year for the estimated productive life of the Commercial Discovery;

details of the proposed work to be undertaken, personnel required, potential safety and environmental risks to be managed and expenditures to be incurred, including the timing of same for the entire Development;

a description of all material plant, infrastructure or facilities to be constructed as Joint Property;

an estimated date for the commencement of production or commencement of use of plant, infrastructure or facilities (as applicable), proposed Delivery Point(s) (if applicable) and (where relevant) Production Forecasts for each Financial Year;

estimates of the total capital costs of the proposed Development and estimated annual capital expenditures;

principles to govern the terms of an oil lifting agreement and/or gas balancing agreement to be entered into by the Parties;

an estimated Decommissioning work program and budget;

a procurement contracting strategy;

a project schedule and execution plan; and

any other information related to Development Operations and Production Operations requested by the Operating Committee, together with the proposed development Work Program and Budget (or a multi-year development Work Program and Budget under clause 6.1(b)) for the first Calendar Year of the Development Plan, and work schedule for the remainder of the Development Plan.

As soon as practicable after receipt of the proposed Development Plan and associated proposed development Work Program and Budget, each Party shall furnish to Operator and the other Parties any comments, suggestions, or proposed amendments it may have for the proposed Development Plan.

Within 60 Days after receipt of the proposed Development Plan and associated proposed development Work Program and Budget, or earlier if necessary to meet any applicable deadline under the Permits, the Operating Committee shall meet to consider, modify (if appropriate) and then either approve or reject the proposed Development Plan (including any proposed modifications) and the associated first annual (or multi-year) Work Program and Budget.

If the Operating Committee determines that a Discovery is a Commercial Discovery and approves the corresponding Development Plan, Operator shall, as soon as possible, deliver any notice of Commercial Discovery required under the Permits and take such other steps as may be required under the Permits to secure approval of the Development Plan.

If the Development Plan is approved by the Government, the associated development Work Program and Budget for the first Financial Year shall be incorporated into and form part of the then current Work Program and Budget. Operator shall at least once each Financial Year review the Development Plan and periodically review the development Work Program and Budget and propose amendments as may be prudent, and the Operating Committee shall consider, modify (if necessary), and approve or reject those proposed amendments under clause 5.9.

Production

At least 120 Days before first commercial production, Operator shall deliver to the Parties a proposed production Work Program and Budget that shall in addition to the information required under clause 6.5 contain the projected production schedule for the remainder of the Financial Year in which first commercial production begins and, if fewer than 4 Months remain in the current Financial Year, for the next Financial Year.

On or before the date that is 4 months prior to the commencement of each Financial Year thereafter, Operator shall deliver to the Parties a proposed production Work Program and Budget that shall in addition to the information required under clause 6.5 contain the projected production schedule for the next Financial Year and if required under the Permits and this Agreement, plan for Decommissioning including estimated Decommissioning Costs.

Within 60 Days after receipt of the proposed production Work Program and Budget, or earlier if necessary to meet any applicable deadline under the Permits, the Operating Committee shall meet to consider, modify (if appropriate) and then either approve or reject the proposed production Work Program and Budget.

Decommissioning Work Program and Budget

Operator shall deliver an estimated Decommissioning work program and budget with the delivery of each draft Development Plan under clause 6.3(a). At least 120 Days before the end of the Financial Year that immediately precedes the Financial Year in which Operator forecasts it will begin making Cash Calls for Decommissioning, Operator shall deliver to the Parties a revised draft Decommissioning Work Program and Budget along with reasonable and necessary supporting information.

Within 60 Days after receipt of the proposed Decommissioning Work Program and Budget, or earlier if necessary to meet any applicable deadline under the Permit, the Operating Committee shall meet to consider, modify (if appropriate), and then either approve or reject the proposed Decommissioning Work Program and Budget.

If the Operating Committee approves the Decommissioning Work Program and Budget, Operator shall, as soon as possible, take such steps as may be required under the Permit to secure approval of such Decommissioning Work Program and Budget by the Government. If the Government requests changes to such

If a Decommissioning Work Program and Budget is not approved by the Operating Committee before the date by which approval is required under the Permit, Operator may submit to the Government a Work Program and Budget for the applicable Calendar Year, setting out those Joint Operations that are necessary to keep the Permit in full force and effect and meet the commitments of a previously approved Development Plan that are required to be carried out during the relevant Calendar Year.

Itemisation of Expenditures

Each Work Program and Budget submitted by Operator shall contain a line by line itemised estimate of the direct and indirect costs of Joint Operations and all other expenditures to be made for the Joint Account during the Financial Year in question and shall, inter alia, include:

an itemised list of the operations and activities to be conducted, described in sufficient detail to afford ready identification of the nature, scope, location (specifying applicable Sub-Area(s)), timing, and duration of each such operation and activity and to enable an AFE to be issued, including:

designating whether such line item is intended to satisfy the Minimum Work Obligations of the Permits; and

specifying whether such line item is firm or contingent and the conditions under which the Operating Committee may decide to make a contingent line item firm;

if one or more wells are proposed to be drilled and Completed under the proposed Work Program and Budget, the following information:

whether a well will create a new DSU or will be within an existing DSU;

the estimated cost associated with the drilling and Completion of each well;

the estimated cost of the Well Infrastructure;

the estimated cost of the tie-in including any in-field Well Infrastructure not located on the drill-pad (which shall be deemed to be Well Infrastructure);

the anticipated program of drilling wells during that Financial Year (which, for the avoidance of doubt, shall be non-binding and may be amended in accordance with this Agreement);

to the extent applicable, an estimated cost of any related JV Infrastructure; and

the specific location of the well in the form of a well location plat, including well orientation, vertical depth, lateral length and any other material information relevant to the well;

an estimate of the costs corresponding to each such line item enumerated in sufficient detail to be readily tracked and charged under the Accounting Procedure;

information with respect to Operator’s estimated manpower requirements and costs;

reasonable and necessary supporting information;

and

any additional information and detail as the Operating Committee may deem suitable.

Contract Awards

Subject to the Permits, Operator shall award each contract for Joint Operations on the following basis:

Exploration and Appraisal Operations

Development Operations

Production Operations

Decommissioning Operations

Procedure A

Procedure B

provide the Parties with a list of the reputable entities whom Operator proposes to invite to tender for the contract;

add to such list any entity whom a Party reasonably requests to be added within 14 Days of receipt of such list;

prepare and dispatch the tender documents to the entities on the tender list and to Non-Operators;

complete the tendering process within a reasonable period of time;

after the expiration of the period allowed for tendering, consider, and analyse the details of all bids received;

prepare and circulate to the Parties a competitive bid analysis, stating Operator’s recommendation as to the entity to whom the contract should be awarded, the reasons for the recommendation, and the technical, commercial, and contractual terms to be agreed upon;

obtain the approval of the Operating Committee to the recommended bid; and

upon the request of a Party, provide such Party with a copy of the final version of the contract.

Authorization for Expenditure (“AFE”) Procedure

In addition to obtaining an approval for a Work Program and Budget, before incurring any commitment or expenditure for a Joint Operation, which commitment or expenditure is estimated to be:

more than $250,000 in an Exploration or Appraisal Work Program and Budget;

more than $250,000 in respect of a workover of a well in an Exploration or Appraisal Work Program and Budget, Development Work Program and Budget or Production Work Program and Budget (as applicable to the relevant workover);

more than $250,000 in respect of Long Lead Items;

more than $500,000 in a Development Work Program and Budget;

more than $500,000 in a Production Work Program and Budget; and

more than $500,000 in a Decommissioning Work Program and Budget.

Each AFE furnished by Operator shall:

identify the corresponding Joint Operation by specific reference to the applicable line items in the Work Program and Budget and specified Sub- Area(s);

describe the Joint Operation in detail;

contain Operator’s best estimate of the total commitments and expenditures required to carry out such Joint Operation;

outline the proposed work schedule;

in relation to a Proposed New Operation, identify:

whether the well will create a new DSU or will be within an existing DSU and, if it is within an existing DSU, any relevant information in relation to the DSU;

the specific location of the well in the form of a well location plat, including well orientation, vertical depth, lateral length and any other information the Operator considers material and relevant to the well; and

the forecast schedule of commitments and expenditures associated with the Proposed New Operation;

in relation to a Proposed New Pad or a Proposed New Infrastructure Operation only, identify the intended location of the Proposed New Infrastructure Operation or the Proposed New Pad and any other information the Operator considers material and relevant to the well;

provide a forecast schedule of commitments and expenditures, if known;

include an apportionment of estimated costs and expenditure within the relevant AFE across each of the Joint Operations where the Entitlements of each Party are not the same (for example, if the Entitlements in respect of a Joint Operation is shared between the Parties on a 90%:10% basis by operation of clause 10, then the AFE must separately identify the costs and expenses that relate to that particular Joint Operation);

confirm whether the AFE is a Long Lead Item AFE; and

be accompanied by such other supporting information as is reasonably necessary for an informed decision by a Party.

Before entering into any commitments or making any expenditures subject to the AFE procedure in clause 6.8(a), Operator shall submit the corresponding AFE for approval by the Operating Committee. If the Operating Committee approves an AFE for a commitment or expenditure within the applicable time period under clause 5.12(a), Operator shall be authorized to enter into such commitment or incur such expenditure and conduct the corresponding Joint Operation under this Agreement. If the Operating Committee fails to approve an AFE for a commitment or expenditure within the applicable time period, the corresponding Joint Operation shall be deemed rejected. Operator shall promptly notify the Parties that the Joint Operation has been rejected, and, subject to clause 10, any Party may afterwards propose to conduct such operation or activity as a Proposed New Operation under clause 10. When a Joint Operation is rejected under this clause 6.8(c) or a commitment or expenditure is approved for differing amounts than those provided for in the applicable line items of the approved Work Program and Budget, the Work Program and Budget shall, subject to obtaining any Government consent required under the Permits, be deemed to be revised accordingly.

If a Long Lead Item AFE is approved by the Operating Committee in any period prior to 1 January 2028 (or such other date as may be unanimously agreed in writing by all Parties), the Long Lead Item AFE will be binding on all Parties:

in proportion to their Participating Interest;

where the Long Lead Item AFE is allocated to a particular Joint Operation to which clause 10 or 11 applies, the proportions they hold interests in the Joint Operations; or;

if a Party has nominated a LLI Cap, in which case it shall only be obliged to contribute at the nominated percentage of its LLI Cap and the other Parties shall contribute in the proportion determined under clause 6.1(g).

Without limiting clause 6.8(d), once the Operator determines that a Long Lead Item funded by all Parties in proportion to their Participating Interest or LLI Cap (and related proportions determined under clause 6.1(g)) under a Long Lead Item AFE is to be used in a Proposed New Pad, Proposed New Operation or Proposed New Infrastructure Operation) (Proposal) in which:

a Party does not participate; or

a Party participates with a Reduced Interest, Reduced Pad Interest or Reduced Infrastructure Interest (as applicable) that is less than its Participating Interest or LLI Cap (whichever is applicable),

a credit shall be applied by the Operator to:

a non-participant, for an amount equal to the cost they originally funded of that Long Lead Item; or

a party with a Reduced Pad Interest, Reduced Interest or Reduced Infrastructure Interest (as applicable), for an amount equal to the difference between the cost they originally funded of that Long Lead Item and the proportion they would have funded if it was funded to the extent of their Reduced Pad Interest, Reduced Interest or Reduced Infrastructure Interest (as applicable),

each Party participating in the relevant Proposal in which the Long Lead Item was used will be required to fund the Long Lead Item AFE(s) against which the credit is applied for an additional amount equal to the proportionate amount of the credit reflecting their participation in the relevant Proposal; and

the non-participating or reduced participation Party shall not be treated as having paid for the purposes of clause 11.4(b) any amount for which a credit has been applied under this clause 6.8(e).

Over-expenditures of Work Programs and Budgets

For commitments and expenditures with respect to any line item of an approved Work Program and Budget and any associated AFE, Operator shall be entitled to incur in connection with the corresponding Joint Operation without further approval of the Operating Committee a combined over-commitment and over-expenditure for such line item up to 10 per cent of the authorized amount for such line item; provided that the cumulative total of all over-commitments and over-expenditures for a Financial Year shall not exceed ten per cent in relation to an AFE for a Proposed New Operation and five per cent of the total annual Work Program and Budget in question.

At such time Operator reasonably anticipates that the total amount of the commitments and expenditures actually incurred plus the commitments to be incurred with respect to such line item exceeds the limits of clause 6.9(a), Operator shall furnish to the Operating Committee a supplemental AFE setting out Operator’s reasonably detailed estimate of the total commitments and expenditures required to carry out the Joint Operation corresponding to such line item, together with supporting information.

If the Operating Committee approves such supplemental AFE, the Work Program and Budget shall be revised accordingly and the over-commitments and/or over-expenditures permitted in clause 6.9(a) shall be based on the revised Work Program and Budget.

The requirements contained in this clause 6 shall be without prejudice to Operator’s rights and duties to make immediate expenditures, incur commitments and/or take actions for emergencies under clause 4.2(b)(xiv), provided that Operator shall promptly report the particulars of the emergency to the Parties, together with the future actions it intends to take and its estimate of the cost of expenditures and commitments incurred or to be incurred. As soon as practicable, Operator shall submit any necessary budget revision concerning such emergencies to the Operating Committee for approval and incorporation into the relevant Work Program and Budget.

Use of JV Infrastructure

Use of Joint Property

Subject to clause 7.2 and 7.3, the Operator may, with the approval of the Operating Committee and in accordance with Good Oilfield Practice, develop, operate, maintain, overhaul, expand and utilise JV Infrastructure for the provision of services to:

the Parties; and

third parties,

Nothing in this clause 7 limits or restricts the Operator from contracting for the use of infrastructure to treat, process, store, or handle any Hydrocarbons upstream of the Delivery Point for Joint Operations.

Priority

first, to the Parties in respect of Hydrocarbons extracted from the Permits to the extent that Hydrocarbons are available;

second, to the Parties or Affiliates of the Parties or the participants of a New Area Joint Venture, in respect of hydrocarbons extracted from outside of the Permits to the extent that such hydrocarbons are available, and to the extent contracted on a firm basis at the date of such contract or arrangement; and

third, to any other person in respect of hydrocarbons extracted from outside of the Permits.

Tariff for JV Infrastructure

“Plant Capital Charge” means the monthly amount required for the Parties to recover a rate of return determined by the Operator having regard to the return of capital and recovery period on other comparable hydrocarbon infrastructure assets in the Australian market from time to time on the actual capital investment in the development and construction of the relevant JV Infrastructure; and

“Plant Operating Expense” means the monthly amount required for the Operator to recover all of its operating costs in respect of the treatment, processing, compression, transportation or delivery of hydrocarbons (including Hydrocarbons) from the relevant JV Infrastructure. The determination of Plant Operating Expense shall be consistent with the principles of the Accounting Procedure,

of a deemed usage of the relevant JV Infrastructure by the Parties pursuant to this Agreement, determined by the Operator having regard to its reasonable opinion of the capacity of the relevant JV Infrastructure utilised (and to be utilised) by the Parties, in respect of the Permits or Hydrocarbons extracted (and to be extracted) from the Permits;

that the Plant Capital Charge is determined on a fixed basis, for capacity of the relevant JV Infrastructure contracted or to be utilised; and

that the Plant Operating Expense is determined on a variable basis, for the actual usage of the relevant JV Infrastructure.

JV Infrastructure for Affiliates

Power of attorney

Each other Party (“Appointing Party”) appoints the Operator its true and lawful attorney to sign any documents, make any filings and applications and do any other acts as may be necessary to implement or otherwise give effect to this clause 7. This power of attorney is irrevocable for the term of this Agreement and is coupled with an interest. If requested, each Party shall execute a form (as a deed) prescribed by the Operating Committee setting forth this power of attorney in more detail.

The Appointing Party declares that all acts, matters and things done by the Operator in exercising powers under this power of attorney will be as valid and effective as if they had been done by the Appointing Party, except in the case of any fraud or wilful misconduct by the Operator in exercising powers under this power of attorney.