The contracting parties the administrator the secretary of state for trade and industry

1.Transfer of Rights and Obligations

(1)In the event that a Disposing Participant intends to transfer the whole or any part of its rights and obligations under any Petroleum Agreement to any Person (the “Acquiring Person”) pursuant to these New Transfer Arrangements then it shall serve a Notice of Transfer on all Remaining Participants together with:

(a)a full draft of the Execution Documents which it is intended by the Disposing Participant shall be entered into pursuant to this Master Deed in respect of such intended transfer and, in the case of any Execution Deed, a statement of any intended variations from the provisions of the document set out in the First Annex to this Schedule 2 and a short explanation of the Disposing Participant’s reasons for such intended variations;

(b)a Consent to Transfer in relation to such intended transfer;

(c)any applicable consent or approval of the Secretary of State in respect of such intended transfer; and

(d)such further information (including financial information) as may be required under the Existing Transfer Arrangements;

all such matters being together the “Relevant Information”.

(2)Without prejudice to any provisions set out in the Existing Transfer Arrangements in relation to consents or objections in relation to such intended transfer:

(a)none of the Remaining Participants shall unreasonably object to the application of these New Transfer Arrangements to such intended transfer and if any of the Remaining Participants does reasonably object (and whether in relation to all or any of the Affected Petroleum Agreements) then it shall so notify the Disposing Participant as soon as reasonably practicable after receipt of the Relevant Information and if any such Remaining Participant shall reasonably object (including in such notice its reasons for objection) after receipt of the Relevant Information then these New Transfer Arrangements shall not apply in respect of such intended transfer to the extent of such reasonable objection; and

(b)each Remaining Participant which consents to such intended transfer by application of these New Transfer Arrangements and who has agreed the wording of the Execution Documents pursuant to these New Transfer Arrangements shall complete and return to the Disposing Participant such Consent to Transfer.

(3)Subject to;

(a)the fulfilment of such other requirements as may be provided for in the Affected Petroleum Agreements in relation to the proposed transfer;

(b)the agreement of the Remaining Participants in respect of

(i)the application of these New Transfer Arrangements to the intended transfer; and

(ii)the wording of the Execution Documents (including for the avoidance of doubt the Schedule to the Execution Deed) in respect of the intended transfer;

the Disposing Participant shall prepare Execution Documents in the form so agreed with the Remaining Participants and shall submit such Execution Documents (together with certified copies of all Notices of Transfer and all Consents to Transfer) to the Administrator together with a request that the Administrator shall execute such Execution Documents in accordance with the Administrator’s appointment pursuant to the Master Deed.

(4)Subject to;

(a) such Execution Documents complying in all respects with the requirements of these New Transfer Arrangements; and

(b)such Execution Documents being in the form so agreed (such agreement being evidenced by the attachment of drafts in the agreed form to the relevant Consent to Transfer);

the Administrator shall (unless it receives a notice of objection from any of the Remaining Participants) proceed to execute such Execution Documents in accordance with the authority in that respect pursuant to the Master Deed as soon as is reasonably practicable after its receipt of such Execution Documents and will then return such Execution Documents to the Disposing Participant for execution by it and the Acquiring Person.

(5)Within ten (10) Business Days after entry into the Execution Documents by the Disposing Participant and the Acquiring Person, the Disposing Participant shall notify the Administrator and each of the Remaining Participants of such entry into the Execution Documents and shall provide the Administrator and each of the Remaining Participants with a certified copy of the duly executed and dated Execution Documents.

THIS EXECUTION DEED is made the [ ] day of [ ]

BETWEEN

(1) The Administrator for and on behalf of the Remaining Participants

(3) [ ] (the “Acquiring Person”)

[(4) [ ] (the “Non-Contracting Parties”)]

[(5) The Secretary of State for Trade and Industry (the “Secretary of State”)]

The consent of the Secretary of State to the transfer of the Transferred Interest has been obtained by the Disposing Participant.

1.Except where the context otherwise indicates or requires the following terms in this Deed shall have the following meanings:

1. “Acts” means the Continental Shelf Act 1964 and the Petroleum Act 1998.

2. “Administrator” means the Person appointed to act as administrator of this Deed being UKCS Administrator Limited a limited company having a registered number of 04467016 and having its registered office at 2^nd Floor, 232-242 Vauxhall Bridge Road, London, SW1V 1AU.

3. “Affected Petroleum Agreement” means the documents set out in Part 1 of the Schedule to this Execution Deed.

4. “Contracting Parties” means the Persons identified in Schedule 1 to the Master Deed and their respective successors and assigns together with such Persons who may become party to the Master Deed as Contracting Parties in accordance with a Deed of Adherence in the form and substance of that set out in Schedule 4 to the Master Deed.