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

(2)In respect of any Licence identified in this Execution Deed as an Affected Petroleum Agreement:

(a)the Disposing Participant together with those Remaining Participants which are Licensees under such Licence hereby assign unto the Acquiring Person together with those Remaining Participants which are Licensees under such Licence all rights, interest, obligations and liabilities of the Disposing Participant together with those Remaining Participants which are Licensees under such Licence in under pursuant to and in respect of such Licence TO HOLD the same unto the Acquiring Person together with those Remaining Participants which are Licensees under such Licence subject to the performance and observance by the Acquiring Person together with those Remaining Participants which are Licensees under such Licence of the terms and conditions contained in such Licence and on the part of the Licensee therein described to be performed and observed; and

(b)the Acquiring Person together with those Remaining Participants which are Licensees under such Licence jointly and severally covenant with and in favour of the Secretary of State and the Disposing Participant together with those Remaining Participants which are Licensees under such Licence (and each of them) that they will perform and observe the terms and conditions contained in such Licence and on the part of the Licensee to be performed and observed.

6.Notwithstanding the provisions of Paragraph 5, the Disposing Participant shall be bound and continue to be bound by this Paragraph 6 (which shall take effect as an agreement separate and independent from the Affected Petroleum Agreements and/or any side agreement), to observe and perform such duties of confidentiality and non disclosure owed to the other parties to the Affected Petroleum Agreements or any side agreement as would have been applicable to it under the Affected Petroleum Agreements or any side agreement had it continued to be a party to those agreements.

7.Nothing contained herein shall prejudice the rights and obligations of the Disposing Participant and the Acquiring Person under the document or documents made between themselves for the purpose of effecting the transfer of the Transferred Interest from the Disposing Participant to the Acquiring Person or under any other agreement between them in respect of the transfer of the Transferred Interest.

8.In circumstances where an Operating Agreement is among the Affected Petroleum Agreements, the interests of the Participants under the applicable Operating Agreement immediately before the Transfer Date are as follows and upon the Transfer Date such interests of the Acquiring Person and the Remaining Participants shall (pursuant to this Execution Deed) become as follows:

Operating Agreement B [ ] [  %] [ ] [  %]

9.Save as expressly provided herein, all provisions of the Affected Petroleum Agreements and any side agreement shall continue to be in full force and effect and binding on the parties thereto, insofar as those agreements were in full force and effect and binding on the parties thereto immediately prior to the Transfer Date.

10.This Execution Deed shall be treated as constituting all actions, confirmations, consents and undertakings required of the Disposing Participant, the Acquiring Person and the Remaining Participants under the Affected Petroleum Agreements or any side agreement for the purpose of giving effect to the transfer to the Acquiring Person of the Transferred Interest.

11.It is agreed that:

(1)Subject to Paragraph 11(2), the Acquiring Person shall be solely responsible for the payment in a timely fashion of and undertakes to pay, all and any stamp duty (including any interest penalties and/or fines) payable on or in connection with the execution or enforcement of [this Execution Deed] and the transfer of the Transferred Interest and shall fully indemnify each of the other parties in respect of any costs (including legal costs), expenses, loss or damage occasioned by its failure to pay (or any delay in paying) any such stamp duty.

(2)The provisions of Paragraph 11(1) shall be subject to the terms of the Affected Petroleum Agreements insofar as those terms are inconsistent with the provisions of Paragraph 11(1).

12.Each reference in this Execution Deed to the Affected Petroleum Agreements or any side agreement shall be construed and shall have effect as a reference to the same as it may have been supplemented and/or amended and/or novated.

13.The address and other details of the Acquiring Person for the purposes of the Affected Petroleum Agreements are as follows:

14.The Administrator's execution and delivery of this Deed is made in its capacity as attorney of the Remaining Participants pursuant to the appointment in that respect made by virtue of the Master Deed and for the purposes of this Deed the Remaining Participants are set out in Part 2 of the Schedule to this Execution Deed and the Transferred Interest is set out in Part 3 of the Schedule to the Execution Deed.

15.This Execution Deed may be executed in any number of counterparts to the same effect as if the executions on the counterparts were on a single text of this Execution Deed and notwithstanding execution of this Execution Deed by the Administrator it is hereby declared that this Execution Deed shall not come into force and effect until it is also properly executed by or on behalf of the Disposing Participant and the Acquiring Person and is duly dated.

16.This Execution Deed shall be governed by and construed in accordance with English law and each of the Administrator, the Disposing Participant and the Acquiring Person hereby irrevocably agrees that the courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning this Deed and any matter arising in respect of this Deed.

17.No Person other than a party may enforce this Deed by reason of the Contracts (Rights of Third Parties) Act 1999.

18.[Potential inclusion of provisions in respect of the execution of this Execution Deed by Non-Contracting Parties.]

19.[Potential inclusion of provisions in respect of ancillary matters such as amendment of Affected Petroleum Agreements, etc.]

EXECUTED as a DEED by

[Name of Company]

EXECUTED as a DEED

on behalf of [Donor Company] by

[Name of Attorney]

[The Corporate Seal of the Secretary of State for Trade and Industry hereunto affixed is authenticated by

[ ]

[ ] [ ] [ ]

[ ]

[ ]

[NAME OF DISPOSING PARTICIPANT] a company registered in [ ] and having its registered office at [ ], (hereinafter called the “Disposing Participant”).

The Disposing Participant gives notice to each of the Remaining Participants that pursuant to Clause 1 of Schedule 2 to a Deed dated [ ] (the “Master Deed”) of which this pro-forma Notice of Transfer forms the Second Annex to that Schedule 2, it intends to transfer to the Acquiring Person its interests in the Affected Petroleum Agreements as described in this Notice of Transfer and the attached Execution Documents by means of and in accordance with the provisions of those Execution Documents, and those Affected Petroleum Agreements as set out in the Execution Documents.

The interests (which the Disposing Participant intends to transfer) in the Affected Petroleum Agreements are:

[ ]

The Remaining Participants, to each of which this Notice of Transfer is being delivered, are:

Signed for and on behalf of,

BY:……………………………...

Name:…………………………...

Title:…………………………….

1.New Pre-Emption Arrangements

(1)In the event that a Disposing Pre-emption Participant enters into bona fide negotiations to, or otherwise makes a bona fide decision to, transfer the whole or any part of its rights and obligations under an Existing Operating Agreement then it may serve notice of such intention on all Other Pre-emption Participants together with such further information as may be required under the Existing Pre-emption Arrangements (together the "Further Information") to enable such Other Pre-emption Participants to assess the nature and extent of such proposed disposal and the potential exercise of their respective rights under the Existing Pre-emption Arrangements.

(2)Within seven (7) Business Days after receipt of the Further Information each of the Other Pre-emption Participants shall elect either:

1. to reserve its rights of pre-emption as set out in the Existing Pre-emption Arrangements (and upon and subject to these New Pre-emption Arrangements) in relation to such proposed disposal; or

(a)to waive its rights of pre-emption as set out in the Existing Pre-emption Arrangements (and upon and subject to these New Pre-emption Arrangements) in relation to such proposed disposal (in which event, for the avoidance of doubt, the Disposing Pre-emption Participant shall not be obliged to serve notice on such Other Pre-emption Participant pursuant to Clause 1(5));

(3)For the avoidance of doubt, in the event that none of the Other Pre-emption Participants reserves (or is deemed to have reserved) its rights under Clause 1(2)(a) then the Existing Pre-emption Arrangements shall thereupon cease to apply in relation to such proposed disposal.

(4)In the event that all or any of the Other Pre-emption Participants reserves (or is deemed to have reserved) its rights under Clause 1(2)(a) then in circumstances where the Disposing Pre-emption Participant is no longer intending so to transfer the whole or any part of its rights and obligations under the Existing Operating Agreement the Disposing Pre-emption Participant shall as soon as reasonably practicable after the occurrence of such circumstances serve on all such Other Pre-emption Participants a notice to that effect.

(5)In circumstances where agreement has been reached (and whether or not such agreement is recorded in a fully termed sale and purchase agreement) in relation to a transfer of the whole or any part of its rights and obligations under the Existing Operating Agreement to a third party (the “Proposed Disposal”) (subject only to the rights of the Other Pre-emption Participants under the Existing Pre-emption Arrangements and such conditions as may be applicable) then the Disposing Pre-emption Participant shall as soon as reasonably practicable after the occurrence of such circumstances (and whether or not the Disposing Pre-emption Participant has previously given notice of such proposed disposal under Clause 1(1)) serve on each of those Other Pre-emption Participants which has reserved its rights under Clause 1(2)(a) or (as the case may be) all the Other Pre-emption Participants, a notice to that effect and shall with such notice provide such information and details as may be required under the Existing Pre-emption Arrangements and, in any event, at least the main terms of such agreement (the “Agreed Terms”) and including:

(a)the identity of such third party; and

(b)the effective date of the Proposed Disposal; and

(c)the applicable price; and

(d)all and any material conditions to which such agreement is subject.

(6)Within thirty (30) days after receipt of a notice under Clause 1(5) in relation to a Proposed Disposal each of the Other Pre-emption Participants shall elect either:

1. to exercise its rights of pre-emption as set out in the Existing Pre-emption Arrangements (and upon and subject to these New Pre-emption Arrangements) in relation to the Proposed Disposal; or

(a)to waive its rights of pre-emption as set out in the Existing Pre-emption Arrangements (and upon and subject to these New Pre-emption Arrangements) in relation to the Proposed Disposal;

(7)In the event that more than one of such Other Pre-emption Participants exercises its rights under Clause 1(6)(a) in relation to the Proposed Disposal then the Disposing Pre-emption Participant shall transfer the relevant interest upon the Agreed Terms to each of such Other Pre-emption Participants in the proportions in which their respective percentage interests bear to the aggregate of their respective percentage interests or in such other proportions as such Other Pre-emption Participants shall agree between them.

(8)In the event that one of such Other Pre-emption Participants exercises its rights under Clause 1(6)(a) in relation to the Proposed Disposal then the Disposing Pre-emption Participant shall transfer the whole of the relevant interest upon the Agreed Terms to such Other Pre-emption Participant.

(9)In the event that none of such Other Pre-emption Participants exercises its rights under Clause 1(6)(a) then the Existing Pre-emption Arrangements shall thereupon cease to apply in relation to the Proposed Disposal.

2.Liabilities

Without prejudice to the applicable provisions of the Existing Operating Agreement it is agreed that the Disposing Pre-emption Participant shall be and shall remain liable to the Other Pre-emption Participants for all and any liabilities, costs and expenses of the Other Pre-emption Participants in relation to any transfer or purported transfer of the whole or any part of its rights or obligations under the Existing Operating Agreement which does not comply with the provisions of these New Pre-emption Arrangements.

THIS DEED OF ADHERENCE is made the [ ] day of [ ]

BETWEEN

1. [ ] (the “Administrator”) for and on behalf of the Contracting Parties

3. The Secretary of State for Trade and Industry (the “Secretary of State”)

WHEREAS

At the date hereof, the Joining Party is not a Contracting Party under the Master Deed but is to become a Contracting Party to the Master Deed.

(1) Terms defined in the Master Deed have the same meanings in this Deed unless given a different meaning and

(a) "Master Deed" means the Deed dated [ ] and generally so known; and

(b) "Participation Date" means [ ].

(2) The Joining Party hereby becomes a Contracting Party to the Master Deed as at the Participation Date and undertakes and covenants as a separate covenant with and for the benefit of the Contracting Parties and the Secretary of State to assume, observe, perform, discharge and be bound by all liabilities and obligations arising under the Master Deed (whether actual, accrued, contingent or otherwise and whether arising on, before or after the Participation Date) and to be bound by the Master Deed as if the Joining Party had at all times been a Contracting Party to the Master Deed.

(3) Without prejudice to the provisions of Clause (2), it is hereby agreed that the power of attorney in relation to the Administrator pursuant to Clause 5 of the Master Deed is granted mutatis mutandis in relation to the Joining Party upon execution of this Deed of Adherence.

IN WITNESS whereof the parties have caused this Deed of Adherence to be executed and delivered the day and year first written above.

Signed as a Deed by

[Joining Party]

Director

[Sealed and Delivered as a Deed by]

[Administrator]