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

“Licensee” means a party to a Licence and their respective successors and assigns.

“Master Deed” means the Deed dated [ ] to which the standard form of this Execution Deed is an Annex.

“New Transfer Arrangements” means the provisions set out in Schedule 2 to the Master Deed.

“Operating Agreement” means an operating agreement, unit agreement or other similar agreement made between Contracting Parties in respect of a Licence or Licences.

“Participants” means the parties for the time being to an Affected Petroleum Agreement.

“Person” includes any person, firm, partnership, association, body corporate or individual.

“Petroleum” has the meaning given to that expression under the Acts.

“Remaining Participants” means the Participants to an Affected Petroleum Agreement other than the Disposing Participant, save that such expression may include (as the case may require) a Disposing Participant to the extent of any retained interest and an Acquiring Person to the extent of any pre-existing interest.

“Transfer Date” means [ ].

“Transferred Interest” means the whole of the Disposing Participant’s interest in the Affected Petroleum Agreements or, as the case may be, such part of the Disposing Participant’s interest in the Affected Petroleum Agreements as is subject to this Execution Deed and in relation to an Operating Agreement forming part of the Affected Petroleum Agreements is that percentage of interest as set out in Paragraph 8.

“Wilful Misconduct” means in respect of a Contracting Party or the Administrator wilful or reckless non-performance or mis-performance of obligations or wilfully or recklessly acting beyond its powers.

2.In relation to the interpretation of this Execution Deed:

(1)The term “Execution Deed” includes the Schedule to this Execution Deed and any amendments to this Execution Deed.

(2)Unless the context otherwise requires, the singular shall be deemed to include the plural and vice versa.

(3)The words and phrases “other”, “including” and “in particular” shall not limit the generality of any preceding words or be construed as being limited to the same class as the preceding words or be construed as being limited to the same class as the preceding words where a wider construction is possible.

(4)Reference to any law, statute or other legislative or regulatory order is to the same as amended, modified or replaced from time to time and to any regulation, rule, delegated legislation or order made thereunder.

3.This Execution Deed applies to the Affected Petroleum Agreements and terms defined in the Affected Petroleum Agreements have the same meanings in this Execution Deed, unless expressly given a different meaning.

4.The Administrator hereby represents and warrants that it has received certified copies of all Notices of Transfer and all Consents to Transfer and other matters provided for under the New Transfer Arrangements and the Disposing Participant hereby represents and warrants that it has obtained the consent of the Secretary of State (to the extent applicable) to the transfer of the Transferred Interest and has done all things and taken all steps required of it under the Affected Petroleum Agreements and the Master Deed so that this Execution Deed is hereby properly submitted to the Administrator for execution and (save in circumstances of Wilful Misconduct) hereby indemnifies and holds the Administrator harmless against all and any liabilities, costs and expenses of the Administrator in respect thereof.

5.It is agreed that with effect on and from the Transfer Date:

(1)In respect of all Affected Petroleum Agreements other than any Licence identified in this Execution Deed as an Affected Petroleum Agreement:

(a)the Disposing Participant shall cease to be a party to the Affected Petroleum Agreements in respect of the Transferred Interest and the Acquiring Person shall become a party to the Affected Petroleum Agreements in respect of the Transferred Interest and shall assume the liabilities, perform the obligations and be entitled to the rights and benefits therein in place of the Disposing Participant in respect of the Transferred Interest;

(b)the Acquiring Person undertakes and covenants as a separate obligation with each of the Disposing Participant and Remaining Participants to assume, observe, perform, discharge and be bound by all liabilities and obligations in respect of the Transferred Interest arising under the Affected Petroleum Agreements in the place of the Disposing Participant whether actual, accrued, contingent or otherwise and whether arising on, before or after the Transfer Date and to be bound by the Affected Petroleum Agreements as if the Acquiring Person had at all times been a party to the Affected Petroleum Agreements in place of the Disposing Participant in respect of the Transferred Interest;

(c)the Remaining Participants and the Acquiring Person shall each release and discharge the Disposing Participant from the observance, performance and discharge of each of the liabilities and obligations assumed by the Acquiring Person in respect of the Transferred Interest pursuant to this Paragraph 5(1) and shall accept the like observance, performance and discharge of those liabilities and obligations of the Acquiring Person in place thereof provided that (without prejudice to the effect of the arrangements in respect of the Transferred Interest) the Disposing Participant shall not be so released and shall retain all such liabilities in cases of its Wilful Misconduct or fraud or in relation to any transfer which does not comply in all material respects with the provisions of the Master Deed or this Execution Deed;

(d) the Acquiring Person undertakes in respect of the Transferred Interest to indemnify fully and hold harmless each of the Remaining Participants (solely so far as concerns the Affected Petroleum Agreements or any side agreement (as defined in Paragraph 5(1)(e)) to which it is a party) in respect of any claims, fines, proceedings, injury, costs (including legal costs), loss, damage or expense for which the Disposing Participant would have been liable but for the release and discharge referred to in Paragraph 5(1)(c); and

(e)this Paragraph 5(1) shall also apply, as it applies to the Affected Petroleum Agreements, in relation to any other agreement, instrument or document between or binding upon the Disposing Participant and any or all of the other Contracting Parties thereto (and no other person or persons) (a “side agreement”), if and to the extent that the side agreement in question relates to any of the rights, liabilities and obligations affected by Paragraph 5(1).