Common use of Operating Committee Clause in Contracts

Operating Committee. 7.1 The Operating Committee shall be responsible for the supervision of the Petroleum Operations. The STATE and the CONTRACTOR shall each appoint one (1) full member and one (1) substitute member to the Operating Committee. The substitute members may not vote except in the absence of the full member. Within forty-five (45) Days of the Effective Date, the STATE and the CONTRACTOR shall each notify to the other Party, the name of its full member and the substitute member it has appointed to the Operating Committee. Any Party’s full member or substitute member may be replaced by said Party after having notified the other Party accordingly. Each Party may bring to the Operating Committee meetings, advisors or experts whose presence it considers desirable and which in any event shall be limited to five (5), unless the Parties agree beforehand on another number. Each full member, or, in the absence of a full member, its substitute member, shall be deemed duly authorised to represent and to bind the Party appointing him on any subject which is within the jurisdiction of the Operating Committee. Each entity comprising the CONTRACTOR may send an observer, who shall not have voting rights, to the meetings of the Operating Committee. 7.1.1 The CONTRACTOR shall be responsible for the drafting of the minutes of the meeting, including a record of the decisions made in the meeting, which shall be submitted to the Parties for approval at the end of the meeting. The minutes shall be submitted to the Parties for their comments and approval within fifteen (15) days following the holding of the Operating Committee meeting. 7.1.2 The Operating Committee shall meet at the request of a Party, but in any event, at least every six (6) months, by notification containing the desired agenda, the date, time and place of the planned meeting, sent by one Party to the other Party with at least fifteen (15) Days' prior written notice before the expected date of the meeting. Each Party shall have the right to add topics to the agenda by notifying the other Party at least seven (7) Days prior to the expected date of the meeting. No decision may be made at a meeting on a subject matter that was not written into the agenda for such meeting, unless all Parties shall otherwise unanimously agree thereto. The CONTRACTOR shall prepare all documents and pertinent data necessary to review the items on the agenda. 7.1.3 Each Party shall have one (1) vote on the Operating Committee. The Operating Committee may not validly deliberate unless each of the Parties is represented by a full member or by its substitute member. In the event that a member representing each Party is not present at the time of a meeting of the Operating Committee, the meeting of the Operating Committee shall be postponed to a date set within the next eight (8) Days. The representative who was present must notify the Parties of the new meeting date as well as the time and place where it will be held. 7.1.4 The Operating Committee shall be free, if necessary, to engage experts from time to time in order to carry out special tasks. 7.1.5 Notwithstanding the requirements in Article 7.1.2 above, in the event that a decision that falls within the jurisdiction of the Operating Committee is required while there is a rig standing by or for any other event that requires an immediate response or in which case delay results in significant expense, the Operating Committee may conduct its meeting and execute its vote by fax or email. 7.2 Subject to the provisions of Article 7.3 below, the Operating Committee: 7.2.1 Shall approve all Work Programmes and corresponding Budgets and all amendments that may be made thereto, and shall make certain that the insurance coverage of the Parties is consistent with generally accepted practices in the international petroleum industry and adequate with regard to risks incurred; 7.2.2 Shall approve the methods and procedures established by the Operator to be followed for the efficient conduct of the Petroleum Operations; 7.2.3 Shall have the right, and following the giving of reasonable prior written notice, to access the administrative offices and the work sites of the Petroleum Operations. Such visits, for which the dates and agenda are set by agreement with the Operator, which agreement cannot be withheld without valid reason, must not hamper the normal and safe conduct of Petroleum Operations and shall in any event be at the sole risk and expense of the represented Party(ies). 7.3 Subject to the provisions of this Article 7, all decisions of the Operating Committee shall be unanimous and shall bind the STATE and the CONTRACTOR. 7.3.1 If unanimity cannot be reached, the Operating Committee shall reconvene within fifteen (15) Days in order to settle the unresolved issue. This period may be shortened in case of an emergency. 7.3.2 Notwithstanding the foregoing, the decisions of the Operating Committee shall not require unanimity in the following cases: (i) The STATE shall not have the right to veto decisions or withhold approval pertaining to the Petroleum Operations conducted by the CONTRACTOR pertaining to an Exploration Authorisation, provided that the proposals are not considered to be contrary to current practices and operations in the international petroleum industry; (ii) Any decision pertaining to applications for granting, renewal or relinquishment of Exploration Authorisations, Exploitation Authorisations and Domestic Transportation Authorisations shall be made solely by the CONTRACTOR; (iii) The decision to appraise and/or develop a Discovery shall be the CONTRACTOR's decision alone; (iv) If unanimity cannot be reached on the adoption of the development and production plan and its corresponding Budget, the CONTRACTOR’s proposals shall be deemed to have been duly approved by the Operating Committee, subject to any Party’s right of recourse, at its own expense, to expertise pursuant to the provisions of Article 27.2 hereafter if the said Party believes that adjustments should be made to the development and production plan on matters pertaining to the environment, security, costs, planning or ultimate recovery or that the plan in question is not consistent with the current generally accepted practices in the international petroleum industry. In such case, and unless the Parties agree otherwise, the development and production plan and its corresponding Budget shall be made to conform to the expert’s conclusions and be deemed approved by the Parties. The expert’s expenses shall be considered Petroleum Costs.

Operating Committee. 7.1 The Operating Committee shall be responsible for the supervision of the Petroleum Operations. The STATE and the CONTRACTOR shall each appoint one (1) full member and one (1) substitute member to the Operating Committee. The substitute members may not vote except in the absence of the full member. Within forty-five (45) Days of the Effective Date, the STATE and the CONTRACTOR shall each notify to the other Party, Party the name of its full member and the substitute member it has appointed to the Operating Committee. Any Party’s full member or substitute member may be replaced by said Party after having notified the other Party accordingly. Each Party may bring to the Operating Committee meetings, meetings advisors or experts whose presence it considers desirable and which in any event shall be limited to five (5), unless the Parties agree beforehand on another number. Each full member, or, in the absence of a full member, its substitute member, shall be deemed duly authorised to represent and to bind the Party appointing him on any subject which is within the jurisdiction of the Operating Committee. Each entity comprising the CONTRACTOR may send an observer, who shall not have voting rights, to the meetings of the Operating Committee. 7.1.1 The CONTRACTOR shall be responsible for the drafting of the minutes of the meeting, including a record of the decisions made in the meeting, which shall be submitted to the Parties for approval at the end of the meeting. The minutes shall be submitted to the Parties for their comments and approval within fifteen (15) days following the holding of the Operating Committee meeting. 7.1.2 The Operating Committee shall meet at the request of a Party, but in any event, at least every six (6) months, by notification containing the desired agenda, the date, time and place of the planned meeting, sent by one Party to the other Party with at least fifteen (15) Days' prior written notice before the expected date of the meeting. Each Party shall have the right to add topics to the agenda by notifying the other Party at least seven (7) Days prior to the expected date of the meeting. No decision may be made at a meeting on a subject matter that was not written into the agenda for such meeting, unless all Parties shall otherwise unanimously agree thereto. The CONTRACTOR shall prepare all documents and pertinent data necessary to review the items on the agenda. 7.1.3 Each Party shall have one (1) vote on the Operating Committee. The Operating Committee may not validly deliberate unless each of the Parties is represented by a full member or by its substitute member. In the event that a member representing each Party is not present at the time of a meeting of the Operating Committee, the meeting of the Operating Committee shall be postponed to a date set within the next eight (8) Days. The representative who was present must notify the Parties of the new meeting date as well as the time and place where it will be held. 7.1.4 The Operating Committee shall be free, if necessary, to engage experts from time to time in order to carry out special tasks. 7.1.5 Notwithstanding the requirements in Article 7.1.2 above, in the event that a decision that falls within the jurisdiction of the Operating Committee is required while there is a rig standing by or for any other event that requires an immediate response or in which case delay results in significant expense, the Operating Committee may conduct its meeting and execute its vote by fax or email. 7.2 Subject to the provisions of Article 7.3 below, the Operating Committee: 7.2.1 Shall approve all Work Programmes and corresponding Budgets and all amendments that may be made thereto, and shall make certain that the insurance coverage of the Parties is consistent with generally accepted practices in the international petroleum industry and adequate with regard to risks incurred; 7.2.2 Shall approve the methods and procedures established by the Operator to be followed for the efficient conduct of the Petroleum Operations; 7.2.3 Shall have the right, and following the giving of reasonable prior written notice, to access the administrative offices and the work sites of the Petroleum Operations. Such visits, for which the dates and agenda are set by agreement with the Operator, which agreement cannot be withheld without valid reason, must not hamper the normal and safe conduct of Petroleum Operations and shall in any event be at the sole risk and expense of the represented Party(ies). 7.3 Subject to the provisions of this Article 7, all decisions of the Operating Committee shall be unanimous and shall bind the STATE and the CONTRACTOR. 7.3.1 If unanimity cannot be reached, the Operating Committee shall reconvene within fifteen (15) Days in order to settle the unresolved issue. This period may be shortened in case of an emergency. 7.3.2 Notwithstanding the foregoing, the decisions of the Operating Committee shall not require unanimity in the following cases: (i) The STATE shall not have the right to veto decisions or withhold approval pertaining to the Petroleum Operations conducted by the CONTRACTOR pertaining to an Exploration Authorisation, provided that the proposals are not considered to be contrary to current practices and operations in the international petroleum industry; (ii) Any decision pertaining to applications for granting, renewal or relinquishment of Exploration Authorisations, Exploitation Authorisations and Domestic Transportation Authorisations shall be made solely by the CONTRACTOR; (iii) The decision to appraise and/or develop a Discovery shall be the CONTRACTOR's decision alone; (iv) If unanimity cannot be reached on the adoption of the development and production plan and its corresponding Budget, the CONTRACTOR’s proposals shall be deemed to have been duly approved by the Operating Committee, subject to any Party’s right of recourse, at its own expense, to expertise pursuant to the provisions of Article 27.2 hereafter if the said Party believes that adjustments should be made to the development and production plan on matters pertaining to the environment, security, costs, planning or ultimate recovery or that the plan in question is not consistent with the current generally accepted practices in the international petroleum industry. In such case, and unless the Parties agree otherwise, the development and production plan and its corresponding Budget shall be made to conform to the expert’s conclusions and be deemed approved by the Parties. The expert’s expenses shall be considered Petroleum Costs.fifteen

Operating Committee. 7.1 The 4.1. As soon as possible after the date at which this Contract is coming into force, an Operating Committee shall be responsible for the supervision Committee, consisting of representatives of the Petroleum Operations. The STATE “Contracting Party” and the CONTRACTOR shall each appoint one (1) full member and one (1) substitute member to the Operating Committee. The substitute members may not vote except in the absence representatives of the full member. Within forty-five (45) Days of the Effective Date, the STATE and the CONTRACTOR shall each notify to the other Party, the name of its full member and the substitute member it has appointed to the Operating Committee. Any Party’s full member or substitute member may be replaced by said Party after having notified the other Party accordingly. Each Party may bring to the Operating Committee meetings, advisors or experts whose presence it considers desirable and which in any event shall be limited to five (5), unless the Parties agree beforehand on another number. Each full member, or, in the absence of a full member, its substitute member“DRC”, shall be deemed duly authorised to represent formed for the Permit. The “DRC” and to bind the Party appointing him on any subject which is within the jurisdiction “Contracting Party” shall each nominate three representatives for a period of two years. Representative of the Operating Committee“DRC” will come from the Ministry of Hydrocarbons. Each entity comprising The “Contracting Party” shall have the CONTRACTOR right to replace its representatives at any time, advising the “DRC” of the replacement. The “DRC” and the “Contracting Party” may send an observercause a reasonable number of their staff to participate, who shall not have without voting rightsright, to in the meetings of the Operating Committee. 7.1.1 The CONTRACTOR shall be responsible for the drafting of the minutes of the meeting, including a record of the decisions made in the meeting, which shall be submitted to the Parties for approval at the end of the meeting4.2. The minutes shall be submitted to the Parties for their comments and approval within fifteen (15) days following the holding of the Operating Committee meeting. 7.1.2 The Operating Committee shall meet at study any questions written on its agenda relative to directing, planning and monitoring the request of a Party, but in any event, at least every six (6) months, by notification containing the desired agenda, the date, time and place completion of the planned meeting, sent by one Party to the other Party with at least fifteen (15) Days' prior written notice before the expected date of the meeting. Each Party shall have the right to add topics to the agenda by notifying the other Party at least seven (7) Days prior to the expected date of the meeting. No decision may be made at a meeting on a subject matter that was not written into the agenda for such meeting, unless all Parties shall otherwise unanimously agree thereto. The CONTRACTOR shall prepare all documents and pertinent data necessary to review the items on the agenda. 7.1.3 Each Party shall have one (1) vote on the Operating Committee. The Operating Committee may not validly deliberate unless each of the Parties is represented by a full member or by its substitute memberPetroleum Works. In particular it shall study the event that a member representing each Party is not present at the time of a meeting of the Operating Committee, the meeting of the Operating Committee shall be postponed to a date set within the next eight (8) Days. The representative who was present must notify the Parties of the new meeting date as well as the time and place where it will be held. 7.1.4 The Operating Committee shall be free, if necessary, to engage experts from time to time in order to carry out special tasks. 7.1.5 Notwithstanding the requirements in Article 7.1.2 above, in the event that a decision that falls within the jurisdiction of the Operating Committee is required while there is a rig standing by or for any other event that requires an immediate response or in which case delay results in significant expense, the Operating Committee may conduct its meeting and execute its vote by fax or email. 7.2 Subject to the provisions of Article 7.3 below, the Operating Committee: 7.2.1 Shall approve all Work Programmes and corresponding Budgets and all amendments that may be made theretoBudgets, which are subject to approval, and shall make certain that monitor the insurance coverage completion of the Parties is consistent with generally accepted practices in said Work Programmes and Budgets. In order to complete the international petroleum industry Work Programmes and adequate with regard to risks incurred; 7.2.2 Shall approve meet the methods and procedures established by the Operator to be followed for the efficient conduct of the Petroleum Operations; 7.2.3 Shall have the rightBudgets approved, and following the giving of reasonable prior written notice, to access the administrative offices and the work sites of the Petroleum Operations. Such visits, for which the dates and agenda are set by agreement with the Operator, which agreement cannot be withheld without valid reason, must not hamper the normal and safe conduct of Petroleum Operations and shall in any event be at the sole risk and expense on behalf of the represented Party(ies)“Contracting Party”, shall take all necessary decisions for completing the Petroleum Works in accordance with the terms of the Contract. 7.3 Subject to the provisions of this Article 7, all 4.3. The decisions of the Operating Committee shall be unanimous taken in application of the following regulations: a) for Exploration Works, the Operator shall present to the Operating Committee, on behalf of the “Contracting Party”, the directions and Work Programmes which he intends to execute. The Operating Committee may draw up any recommendations which it deems necessary and which the “Contracting Party” will take into consideration for making useful decisions; b) for Evaluation, Development and Exploitation Works, the Operator shall bind present to the STATE Operating Committee, on behalf of the “Contracting Party”, the directions, Work Programmes and Budgets which it is submitting for approval. The Operating Committee decisions concerning these proposals must be taken unanimously by the representatives present appointed by the “DRC” and the CONTRACTOR“Contracting Party”. 7.3.1 If unanimity cannot be reachedc) for Abandonment Works, any decision taken by the Operating Committee shall reconvene within fifteen (15) Days in order be taken unanimously by the six representatives appointed pursuant to settle the unresolved issue. This period may be shortened in case of an emergencyArticle 4.1. 7.3.2 Notwithstanding d) In the foregoingevent that any question to be determined pursuant to this Contract or otherwise by the Operating Committee could not be unanimously decided by the six representatives or their substitutes nominated pursuant to Article 4.1 at an Operating Committee meeting or if the DRC representatives fail to attend such meeting, examination of the decisions question shall be referred to a second meeting of the Operating Committee which shall be held, upon written notice from the Operator, at least ten (10) days after the date of the first meeting. During this time the “DRC” and the “Contracting Party” shall consult and the Operator shall supply all information and explanations required of it by the “DRC”. It is understood that if during this second meeting the “DRC” and the “Contracting Party” do not require unanimity in reach an agreement concerning the following cases: (i) The STATE decision to be taken or if the “DRC” representatives fail to attend such meeting, it shall not have the right to veto decisions or withhold approval pertaining be up to the Petroleum Operations conducted by “Contracting Party” to take the CONTRACTOR pertaining to an Exploration Authorisation, provided that decision until such time at which the proposals are not considered to be contrary to current practices and operations in entities making up the international petroleum industry; (ii) Any decision pertaining to applications for granting, renewal or relinquishment of Exploration Authorisations, Exploitation Authorisations and Domestic Transportation Authorisations shall be made solely by “Contracting Party” will have recovered all the CONTRACTOR; (iii) The decision to appraise and/or develop a Discovery shall be Cost Oil associated with the CONTRACTOR's decision alone; (iv) If unanimity cannot be reached on the adoption initial phase of the development development. For additional developments under the same Exploitation Permit, unanimous agreement between the “DRC” and production plan and its corresponding Budget, the CONTRACTOR’s proposals shall be deemed to have been duly approved by the Operating Committee, subject to any “Contracting Party’s right of recourse, at its own expense, to expertise pursuant to the provisions of Article 27.2 hereafter if the said Party believes that adjustments ” should be made to the development and production plan on matters pertaining to the environment, security, costs, planning or ultimate recovery or that the plan in question is not consistent with the current generally accepted practices in the international petroleum industry. In such case, and unless the Parties agree otherwise, the development and production plan and its corresponding Budget shall be made to conform to the expert’s conclusions and be deemed approved by the Parties. The expert’s expenses shall be considered Petroleum Costssought.

Operating Committee. 7.1 10.1 The Parties will establish an Operating Committee to address issues that arise regarding the terms and conditions of this Transaction Agreement. Each Party shall designate by written notice to the other Party the representative who will be authorized to act in its behalf on the Operating Committee. A Party may change its representative on the Operating Committee upon written notice to the other Party. The principal duties of the Operating Committee shall be responsible for as follows: (i) To establish operating (normal and emergency), scheduling, tagging, and control procedures; (ii) To attempt to develop coordinated approaches in recommending maintenance schedules involving the supervision of the Petroleum Operations. The STATE Eddy County HVDC tie or transmission facilities related to such tie; (iii) To address and the CONTRACTOR shall each appoint one (1) full member and one (1) substitute member attempt to develop resolutions to those matters that are to be referred to the Operating Committee. The substitute members Committee under this Transaction Agreement, it being understood, however, that the Operating Committee shall have no authority to modify any provisions of this Transaction Agreement and that any recommendations that it makes to modify this Transaction Agreement must be approved by each Party; (iv) To resolve disputes about such other matters as either Party may raise under this Transaction Agreement; and (v) To perform any other duties necessary for the proper functioning of this Transaction Agreement. 10.2 If the Operating Committee is unable to agree on any matter over which it has authority under this Transaction Agreement, it may, within fifteen (15) days after determining that it cannot vote except reach agreement, refer the matter in writing to the absence chief executive officers of the full memberParties. Within If the chief executive officers are unable to agree on the matter within forty-five (45) Days days after the referral, then either Party may initiate legal or other proceedings in connection with such dispute; provided, however, the foregoing conditions precedent to initiation of such proceedings shall not apply to any action, claim, or other matter that, by reason of compliance with such conditions, would otherwise be barred by any statutory limitations. 10.3 Notwithstanding the provisions of Section 4.1 of the Effective DateMaster Agreement, the STATE and the CONTRACTOR shall each notify a Party shall, as a condition precedent to the termination of this Transaction Agreement (other Partythan a termination under Section 4.1 (i) and (iv) of the Master Agreement), the name of its full member and the substitute member it has appointed to the Operating Committee. Any Party’s full member or substitute member may be replaced by said Party after having notified the other Party accordingly. Each Party may bring (i) refer such matter to the Operating Committee meetingsfor attempted resolution, advisors and (ii) if the Operating Committee is unable to resolve such mater within thirty (30) days (or experts whose presence it considers desirable and which in any event shall be limited to five (5), unless such longer time as the Parties may agree beforehand on another number. Each full memberin writing) following referral, or, in the absence of a full member, its substitute member, shall be deemed duly authorised to represent and to bind the Party appointing him on any subject which is within the jurisdiction of the Operating Committee. Each entity comprising the CONTRACTOR may send an observer, who shall not have voting rights, refer such matter to the meetings chief executive officers of the Operating Committee. 7.1.1 The CONTRACTOR shall be responsible each Party for the drafting attempted resolution for a period of the minutes of the meeting, including a record of the decisions made in the meeting, which shall be submitted to the Parties for approval at the end of the meeting. The minutes shall be submitted to the Parties for their comments and approval within fifteen (15) days following the holding of the Operating Committee meeting. 7.1.2 The Operating Committee shall meet at the request of a Party, but in any event, at least every six (6) months, by notification containing the desired agenda, the date, or such longer time and place of the planned meeting, sent by one Party to the other Party with at least fifteen (15) Days' prior written notice before the expected date of the meeting. Each Party shall have the right to add topics to the agenda by notifying the other Party at least seven (7) Days prior to the expected date of the meeting. No decision may be made at a meeting on a subject matter that was not written into the agenda for such meeting, unless all Parties shall otherwise unanimously agree thereto. The CONTRACTOR shall prepare all documents and pertinent data necessary to review the items on the agenda. 7.1.3 Each Party shall have one (1) vote on the Operating Committee. The Operating Committee may not validly deliberate unless each of as the Parties is represented by a full member or by its substitute member. In the event that a member representing each Party is not present at the time of a meeting of the Operating Committee, the meeting of the Operating Committee shall be postponed to a date set within the next eight (8) Days. The representative who was present must notify the Parties of the new meeting date as well as the time and place where it will be heldmay agree in writing) following such referral. 7.1.4 The Operating Committee shall be free, if necessary, to engage experts from time to time in order to carry out special tasks. 7.1.5 Notwithstanding the requirements in Article 7.1.2 above, in the event that a decision that falls within the jurisdiction of the Operating Committee is required while there is a rig standing by or for any other event that requires an immediate response or in which case delay results in significant expense, the Operating Committee may conduct its meeting and execute its vote by fax or email. 7.2 Subject to the provisions of Article 7.3 below, the Operating Committee: 7.2.1 Shall approve all Work Programmes and corresponding Budgets and all amendments that may be made thereto, and shall make certain that the insurance coverage of the Parties is consistent with generally accepted practices in the international petroleum industry and adequate with regard to risks incurred; 7.2.2 Shall approve the methods and procedures established by the Operator to be followed for the efficient conduct of the Petroleum Operations; 7.2.3 Shall have the right, and following the giving of reasonable prior written notice, to access the administrative offices and the work sites of the Petroleum Operations. Such visits, for which the dates and agenda are set by agreement with the Operator, which agreement cannot be withheld without valid reason, must not hamper the normal and safe conduct of Petroleum Operations and shall in any event be at the sole risk and expense of the represented Party(ies). 7.3 Subject to the provisions of this Article 7, all decisions of the Operating Committee shall be unanimous and shall bind the STATE and the CONTRACTOR. 7.3.1 If unanimity cannot be reached, the Operating Committee shall reconvene within fifteen (15) Days in order to settle the unresolved issue. This period may be shortened in case of an emergency. 7.3.2 Notwithstanding the foregoing, the decisions of the Operating Committee shall not require unanimity in the following cases: (i) The STATE shall not have the right to veto decisions or withhold approval pertaining to the Petroleum Operations conducted by the CONTRACTOR pertaining to an Exploration Authorisation, provided that the proposals are not considered to be contrary to current practices and operations in the international petroleum industry; (ii) Any decision pertaining to applications for granting, renewal or relinquishment of Exploration Authorisations, Exploitation Authorisations and Domestic Transportation Authorisations shall be made solely by the CONTRACTOR; (iii) The decision to appraise and/or develop a Discovery shall be the CONTRACTOR's decision alone; (iv) If unanimity cannot be reached on the adoption of the development and production plan and its corresponding Budget, the CONTRACTOR’s proposals shall be deemed to have been duly approved by the Operating Committee, subject to any Party’s right of recourse, at its own expense, to expertise pursuant to the provisions of Article 27.2 hereafter if the said Party believes that adjustments should be made to the development and production plan on matters pertaining to the environment, security, costs, planning or ultimate recovery or that the plan in question is not consistent with the current generally accepted practices in the international petroleum industry. In such case, and unless the Parties agree otherwise, the development and production plan and its corresponding Budget shall be made to conform to the expert’s conclusions and be deemed approved by the Parties. The expert’s expenses shall be considered Petroleum Costs.

Operating Committee. 7.1 The Operating Committee shall be responsible based in Iceland and composed of MERCK representatives and deCODE representatives and shall exist for the supervision [**] after termination or expiration of the Petroleum OperationsResearch Program Term. The STATE Operating Committee shall perform the following functions (i) approve and, as the need arises, determine the necessity to remove personnel working on the Research Program, (ii) prepare the Budget, (iii) formulate and the CONTRACTOR shall each appoint one adjust Work Plans, (1iv) full member and one select Compounds; (1v) substitute member to the Operating Committee. The substitute members may not vote except in the absence oversee progress of the full member. Within fortyResearch Program and exchange of data between the Parties; and (vi) appoint sub-five (45) Days committees of equal representation to fulfill any of the Effective Date, the STATE and the CONTRACTOR shall each notify to the other Party, the name of its full member and the substitute member it has appointed to the Operating Committee. Any Party’s full member or substitute member may be replaced by said Party after having notified the other Party accordinglyenumerated tasks set forth in this Section 2.5.1(b). Each Party may bring shall have 1 vote. Each Party shall appoint its representatives to the Operating Committee from time to time, and may substitute one or more of its representatives, in its sole discretion, effective upon notice to the other Party of such change. These representatives shall have, individually or collectively, appropriate technical credentials, experience and knowledge, and ongoing familiarity with the Research Program. Additional representatives or consultants may from time to time, by mutual consent of the Parties, be invited to attend Operating Committee meetings, advisors or experts whose presence it considers desirable and which in any event shall be limited to five (5), unless the Parties agree beforehand on another number. Each full member, or, in the absence case of consultants subject to such consultant’s written agreement to comply with the requirements of Section 4.1. Any member of the Operating Committee may designate a full member, its substitute member, shall be deemed duly authorised to represent attend and to bind perform the Party appointing him on functions of that member at any subject which is within the jurisdiction meeting of the Operating Committee. Each entity comprising the CONTRACTOR may send an observer, who shall not have voting rights, to the meetings of the Operating Committee. 7.1.1 The CONTRACTOR shall be responsible for the drafting of the minutes of the meeting, including a record of the decisions made in the meeting, which shall be submitted to the Parties for approval at the end of the meeting. The minutes shall be submitted to the Parties for their comments A chairperson and approval within fifteen (15) days following the holding secretary of the Operating Committee meeting. 7.1.2 The Operating Committee shall meet at serve co-terminus one (1) year terms, commencing on the request of a PartyCollaboration Date or an anniversary thereof, but in any event, at least every six (6) months, by notification containing as the desired agenda, the date, time and place of the planned meeting, sent by one Party to the other Party with at least fifteen (15) Days' prior written notice before the expected date of the meetingcase may be. Each Party deCODE shall have the right to add topics to name the agenda by notifying the other Party at least seven (7) Days prior to the expected date of the meeting. No decision may be made at a meeting on a subject matter that was not written into the agenda for such meeting, unless all Parties shall otherwise unanimously agree thereto. The CONTRACTOR shall prepare all documents chairperson and pertinent data necessary to review the items on the agenda. 7.1.3 Each Party MERCK shall have one (1) vote on the right to name the secretary of the Operating Committee. The Operating Committee may not validly deliberate unless each of the Parties is represented by a full member or by its substitute member. In the event that a member representing each Party is not present at the time of a meeting of the Operating Committee, the meeting Decisions of the Operating Committee shall be postponed to a date set within made unanimously by the next eight (8) Daysmembers. The representative who was present must notify the Parties of the new meeting date as well as the time and place where it will be held. 7.1.4 The Operating Committee shall be free, if necessary, to engage experts from time to time in order to carry out special tasks. 7.1.5 Notwithstanding the requirements in Article 7.1.2 above, in In the event that a decision that falls within the jurisdiction of the Operating Committee is required while there is a rig standing by cannot or for any other event that requires does not, after good faith efforts, reach agreement on an immediate response or in which case delay results in significant expenseissue, the Operating Committee may resolution and/or course of conduct its meeting and execute its vote by fax or email. 7.2 Subject shall be referred to the provisions of Article 7.3 below, the Operating Executive Committee: 7.2.1 Shall approve all Work Programmes and corresponding Budgets and all amendments that may be made thereto, and . Each Party shall make certain that the insurance coverage of the Parties is consistent with generally accepted practices in the international petroleum industry and adequate with regard to risks incurred; 7.2.2 Shall approve the methods and procedures established by the Operator to be followed for the efficient conduct of the Petroleum Operations; 7.2.3 Shall have the right, and following the giving of reasonable prior written notice, to access the administrative offices and the work sites of the Petroleum Operations. Such visits, for which the dates and agenda are set by agreement with the Operator, which agreement cannot be withheld without valid reason, must not hamper the normal and safe conduct of Petroleum Operations and shall in any event be at the sole risk and expense of the represented Party(ies). 7.3 Subject bear its own expenses related to the provisions attendance of this Article 7, all decisions of the Operating Committee shall be unanimous such meetings by its representatives and shall bind the STATE and the CONTRACTORinvitees. 7.3.1 If unanimity cannot be reached, the Operating Committee shall reconvene within fifteen (15) Days in order to settle the unresolved issue. This period may be shortened in case of an emergency. 7.3.2 Notwithstanding the foregoing, the decisions of the Operating Committee shall not require unanimity in the following cases: (i) The STATE shall not have the right to veto decisions or withhold approval pertaining to the Petroleum Operations conducted by the CONTRACTOR pertaining to an Exploration Authorisation, provided that the proposals are not considered to be contrary to current practices and operations in the international petroleum industry; (ii) Any decision pertaining to applications for granting, renewal or relinquishment of Exploration Authorisations, Exploitation Authorisations and Domestic Transportation Authorisations shall be made solely by the CONTRACTOR; (iii) The decision to appraise and/or develop a Discovery shall be the CONTRACTOR's decision alone; (iv) If unanimity cannot be reached on the adoption of the development and production plan and its corresponding Budget, the CONTRACTOR’s proposals shall be deemed to have been duly approved by the Operating Committee, subject to any Party’s right of recourse, at its own expense, to expertise pursuant to the provisions of Article 27.2 hereafter if the said Party believes that adjustments should be made to the development and production plan on matters pertaining to the environment, security, costs, planning or ultimate recovery or that the plan in question is not consistent with the current generally accepted practices in the international petroleum industry. In such case, and unless the Parties agree otherwise, the development and production plan and its corresponding Budget shall be made to conform to the expert’s conclusions and be deemed approved by the Parties. The expert’s expenses shall be considered Petroleum Costs.

Operating Committee. 7.1 The Operating Committee shall be responsible for the supervision of the Petroleum Operations. The STATE and the CONTRACTOR shall each appoint one (1) full member and one (1) substitute member to the Operating Committee. The substitute members may not vote except in the absence of the full member. Within forty-five forty­five (45) Days of the Effective Date, the STATE and the CONTRACTOR shall each notify to the other Party, Party the name of its full member and the substitute member it has appointed to the Operating Committee. Any Party’s full member or substitute member may be replaced by said Party after having notified the other Party accordingly. Each Party may bring to the Operating Committee meetings, meetings advisors or experts whose presence it considers desirable and which in any event shall be limited to five (5), unless the Parties agree beforehand on another number. Each full member, or, in the absence of a full member, its substitute member, shall be deemed duly authorised to represent and to bind the Party appointing him on any subject which is within the jurisdiction of the Operating Committee. Each entity comprising the CONTRACTOR may send an observer, who shall not have voting rights, to the meetings of the Operating Committee. 7.1.1 The CONTRACTOR shall be responsible for the drafting of the minutes of the meeting, including a record of the decisions made in the meeting, which shall be submitted to the Parties for approval at the end of the meeting. The minutes shall be submitted to the Parties for their comments and approval within fifteen (15) days following the holding of the Operating Committee meeting. 7.1.2 The Operating Committee shall meet at the request of a Party, but in any event, at least every six (6) months, by notification containing the desired agenda, the date, time and place of the planned meeting, sent by one Party to the other Party with at least fifteen (15) Days' ’ prior written notice before the expected date of the meeting. Each Party shall have the right to add topics to the agenda by notifying the other Party at least seven (7) Days prior to the expected date of the meeting. No decision may be made at a meeting on a subject matter that was not written into the agenda for such meeting, unless all Parties shall otherwise unanimously agree thereto. The CONTRACTOR shall prepare all documents and pertinent data necessary to review the items on the agenda. 7.1.3 Each Party shall have one (1) vote on the Operating Committee. The Operating Committee may not validly deliberate unless each of the Parties is represented by a full member or by its substitute member. In the event that a member representing each Party is not present at the time of a meeting of the Operating Committee, the meeting of the Operating Committee shall be postponed to a date set within the next eight (8) Days. The representative who was present must notify the Parties of the new meeting date as well as the time and place where it will be held. 7.1.4 The Operating Committee shall be free, if necessary, to engage experts from time to time in order to carry out special tasks. 7.1.5 Notwithstanding the requirements in Article 7.1.2 above, in the event that a decision that falls within the jurisdiction of the Operating Committee is required while there is a rig standing by or for any other event that requires an immediate response or in which case delay results in significant expense, the Operating Committee may conduct its meeting and execute its vote by fax or email. 7.2 Subject to the provisions of Article 7.3 below, the Operating Committee: 7.2.1 Shall approve all Work Programmes and corresponding Budgets and all amendments that may be made thereto, and shall make certain that the insurance coverage of the Parties is consistent with generally accepted practices in the international petroleum industry and adequate with regard to risks incurred;incurred; 7.2.2 Shall approve the methods and procedures established by the Operator to be followed for the efficient conduct of the Petroleum Operations;Operations; 7.2.3 Shall have the right, and following the giving of reasonable prior written notice, to access the administrative offices and the work sites of the Petroleum Operations. Such visits, for which the dates and agenda are set by agreement with the Operator, which agreement cannot be withheld without valid reason, must not hamper the normal and safe conduct of Petroleum Operations and shall in any event be at the sole risk and expense of the represented Party(ies). 7.3 Subject to the provisions of this Article 7, all decisions of the Operating Committee shall be unanimous and shall bind the STATE and the CONTRACTOR. 7.3.1 If unanimity cannot be reached, the Operating Committee shall reconvene within fifteen (15) Days in order to settle the unresolved issue. This period may be shortened in case of an emergency. 7.3.2 Notwithstanding the foregoing, the decisions of the Operating Committee shall not require unanimity in the following cases: (i) The STATE shall not have the right to veto decisions or withhold approval pertaining to the Petroleum Operations conducted by the CONTRACTOR pertaining to an Exploration Authorisation, provided that the proposals are not considered to be contrary to current practices and operations in the international petroleum industry;industry; (ii) Any decision pertaining to applications for granting, renewal or relinquishment of Exploration Authorisations, Exploitation Authorisations and Domestic Transportation Authorisations shall be made solely by the CONTRACTOR;CONTRACTOR; (iii) The decision to appraise and/or develop a Discovery shall be the CONTRACTOR's ’S decision alone;alone; (iv) If if unanimity cannot be reached on the adoption of the development and production plan and its corresponding Budget, the CONTRACTOR’s ’S proposals shall be deemed to have been duly approved by the Operating Committee, subject to any Party’s right of recourse, at its own expense, to expertise pursuant to the provisions of Article 27.2 hereafter if the said Party believes that adjustments should be made to the development and production plan on matters pertaining to the environment, security, costs, planning or ultimate recovery or that the plan in question is not consistent with the current generally accepted practices in the international petroleum industry. In such case, and unless the Parties agree otherwise, the development and production plan and its corresponding Budget shall be made to conform to the expert’s conclusions and be deemed approved by the Parties. The expert’s expenses shall be considered Petroleum Costs.

Operating Committee. 7.1 The If SIERRA MADRE exercises the Option and makes the Assignment in Clause Second, above, MINERO APOLO and the MAJORITY SHAREHOLDER, as the shareholders of NE▇▇▇ ▇▇▇▇▇▇▇▇g the Assignment, agree to timely form an Operating Committee (the "Committee") of the Board of Directors of NEWCO. The Committee shall be responsible have the overall responsibility for the supervision of the Petroleum OperationsDevelopment of the Project. The STATE Committee will be comprised of 4 (four) members, 2 (two) of whom will be appointed by MINERA APOLO and shall include the President of MINERA APOLO, and the CONTRACTOR 2 (two) remaining members shall each appoint one (1be appointed by the MAJORITY SHAREHOLDER and shall include the President of the MAJORITY SHAREHOLDER. The members will exercise their duties and responsibilities as Committee members without any economic compensation. The Committee shall have among its obligations and attributes the following: i) full member and one (1) substitute member The Committee shall decide on the acquisition of any additional concessions to be added to the Operating Project. In no case will MINERA APOLO, or any of its stockholders, employees, advisors or related parties, be permitted to make a new application for any concession which is located in an area of 5 (five) kilometers from the Project, unless approved in advance and in writing by the Committee; ii) If the Committee decides to acquire a new concession located within an area of 5 (five) kilometers from the Project, the concession will be applied for in the name of NEWCO, and any such concession shall form part of the Project and will be subject to conditions of this Agreement; and iii) The Committee will decide on the appropriate exploration and exploitation programs for the Development of the Project, based on the recommendations and direction of the Operator. The Committee shall meet and adopt decisions as follows: i) The Committee shall meet at least once each quarter or more frequently if the Operator so determines; ii) The members of the Committee must be given notice at least 10 (ten) calendar days in advance of the date on which the Committee meeting will be held; iii) The convocation must be notified to the Committee members by fax or any other means that assures its receipt, in Spanish and in English; iv) MINERA APOLO gives as its fax Number to which convocations should be sent the following number in Mexico: (444) 815-1293; v) The MAJORITY SHAREHOLDER gives as its fa▇ ▇▇▇▇▇▇▇ ▇▇ ▇hich convocations should be sent the following numbers in the USA: (609) 219-7493 and (702) 243-1869; vi) If all of the members of the Committee m▇▇▇ ▇▇▇▇▇▇▇ ▇ prior convocation, they may make decisions; vii) The Committee may make decisions even when the members do not meet, provided said decisions are ratified in writing by all members who constitute the Committee; viii) In order for a Committee meeting to be valid and for decisions to be taken and binding on the Parties, the members who are the respective Presidents of MINERA APOLO and the MAJORITY SHAREHOLDER must be present. Members of the Committee may not be represented by proxy in meetings; ix) The Committee may take decisions by a majority of votes present, and in the case of deadlock on a decision by the members of MINERA APOLO and the MAJORITY SHAREHOLDER, the MAJORITY SHAREHOLDER shall have the deciding vote based on its 51% (fifty-one percent) equity interest in NEWCO; and x) The decisions that the Committee adopts are binding for the signatories of this Agreement. In addition to other matters prescribed in this Agreement, MINERA APOLO and the MAJORITY SHAREHOLDER agree and shall ensure that the Board of Directors of NEWCO shall approve resolutions on the Project's profits and losses, on expenses and investment budgets, and other matters of importance for the Development of the Project, complying with the provisions contained in this Agreement regarding the functions, liabilities, rights, and obligations of the Parties, according to the following dispositions: i) The MAJORITY SHAREHOLDER will determine the profits and losses of each commercial year in agreement with the accounting principles that govern in Mexico; ii) The commercial years of the Project will be established on an annual basis, and they shall begin on the day 1 of January and end on the day 31 of December of each year, except for the first year that will be irregular and shall run from the date this Agreement is signed to the day 31 of December of 2005; iii) The MAJORITY SHAREHOLDER will prepare and will deliver to the Committee the balance sheet and the other financial statements of the commercial year (" the Annual Balance") at the latest within 3 (three) months following the end of each commercial year. The accounting records and all supporting documentation shall remain at the MAJORITY SHAREHOLDER'S tax address located at San Francisco No. 656-601, Col. Del Valle, 03100, Mexico, D.F. or at a▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇ properly notified by the MAJORITY SHAREHOLDER; iv) The resolutions approving the Annual Balance, any distribution of profits or their reinvestment or their use in the amortization of losses or in the creation or reconstitution of reserves and on other matters of interest for the Project discussed in the Annual Meeting of the Committee shall be approved by the majority of the participation interests of the Parties. v) The profits and the losses, when the Annual Meeting of the Committee do not decide to apply them to other ends, shall be distributed in accordance with the participation interests of the Parties; vi) No distribution of profits will be decreed if they are not actually made and shown as such in the Annual Balance; vii) The MAJORITY SHAREHOLDER will prepare and deliver to MINERA APOLO a monthly balance at the latest within the month following the end of each calendar month. The accounting records and supporting documentation shall remain at MINERA APOLO'S disposal as, where, and for the use provided at the MAJORITY SHAREHOLDER'S tax address as indicated in section (iii), above, of this Clause; viii) The profit distributions to MINERA APOLO shall be paid to it at the MAJORITY SHAREHOLDER'S tax address indicated in section (iii), above, of this Clause; and ix) The operating and capital budget (hereinbefore and hereinafter called "the Period's Budget") may be annual or for a shorter period, as resolved by the Committee. The substitute members may not vote except MAJORITY SHAREHOLDER shall deliver or send to the Committee the Period's Budget at least 15 (fifteen) calendar days ahead of the x) date on which it will be discussed and approved by the Committee. Once approved, the MAJORITY SHAREHOLDER shall notify the Committee, in the absence writing, at meetings of the full member. Within forty-five (45) Days Committee during the course of the Effective Dateyear, the STATE and the CONTRACTOR shall each notify of any changes to the other PartyPeriod Budget, and any material variances, defined as greater than 20% (twenty percent) of any Period Budget line item or 5% (five percent) of the name of its full member and total Period Budget, which must be approved by the substitute member it has appointed to Committee in advance. The Period's Budget shall include only expenses that benefit the Operating Committee. Any Party’s full member or substitute member may be replaced by said Party after having notified the other Party accordingly. Each Party may bring to the Operating Committee meetings, advisors or experts whose presence it considers desirable and which in any event shall be limited to five (5)Project directly, unless the Parties agree beforehand on another numberdecide otherwise. Each full member, or, in The Project shall not pay charges coming from the absence of a full member, its substitute member, shall be deemed duly authorised to represent and to bind the Party appointing him on any subject which is within the jurisdiction shareholders of the Operating CommitteeParties, different from the ones provided herein or different from the ones expressly and previously authorized by both Parties. Each entity comprising the CONTRACTOR may send an observer, who shall not have voting rights, to the meetings of the Operating Committee. 7.1.1 The CONTRACTOR shall be responsible for the drafting of the minutes of the meeting, including a record of the decisions made in the meeting, which shall be submitted to the Parties for approval at the end of the meeting. The minutes shall be submitted to the Parties for their comments and approval within fifteen (15) days following the holding of the Operating Committee meeting. 7.1.2 The Operating Committee shall meet at the request of a Party, but in any event, at least every six (6) months, by notification containing the desired agenda, the date, time and place of the planned meeting, sent by one Party to the other Party with at least fifteen (15) Days' prior written notice before the expected date of the meeting. Each Party shall have the right to add topics to the agenda by notifying the other Party at least seven (7) Days prior to the expected date of the meeting. No decision may be made at a meeting on a subject matter that was not written into the agenda for such meeting, unless all Parties shall otherwise unanimously agree thereto. The CONTRACTOR shall prepare all documents and pertinent data necessary to review the items on the agenda. 7.1.3 Each Party shall have one (1) vote on the Operating Committee. The Operating Committee may not validly deliberate unless each of the Parties is represented by a full member or by its substitute member. In the event that a member representing each Party is not present at the time of a meeting of the Operating Committee, the meeting of the Operating Committee shall be postponed to a date set within the next eight (8) Days. The representative who was present must notify the Parties of the new meeting date as well as the time and place where it will be held. 7.1.4 The Operating Committee shall be free, if necessary, to engage experts from time to time in order to carry out special tasks. 7.1.5 Notwithstanding the requirements in Article 7.1.2 above, in the event that a decision that falls within the jurisdiction of the Operating Committee is required while there is a rig standing by or for any other event that requires an immediate response or in which case delay results in significant expense, the Operating Committee may conduct its meeting and execute its vote by fax or email. 7.2 Subject to the provisions of Article 7.3 below, the Operating Committee: 7.2.1 Shall approve all Work Programmes and corresponding Budgets and all amendments that may be made thereto, and shall make certain that the insurance coverage of the Parties is consistent with generally accepted practices in the international petroleum industry and adequate with regard to risks incurred; 7.2.2 Shall approve the methods and procedures established by the Operator to be followed for the efficient conduct of the Petroleum Operations; 7.2.3 Shall have the right, and following the giving of reasonable prior written notice, to access the administrative offices and the work sites of the Petroleum Operations. Such visits, for which the dates and agenda are set by agreement with the Operator, which agreement cannot be withheld without valid reason, must not hamper the normal and safe conduct of Petroleum Operations and shall in any event be at the sole risk and expense of the represented Party(ies). 7.3 Subject to All the provisions of this Article 7Clause Fifth, all decisions of the Operating Committee as well as Clause Sixth, below, shall be unanimous and shall bind the STATE and the CONTRACTOR. 7.3.1 If unanimity cannot be reached, the Operating Committee shall reconvene within fifteen (15) Days in order to settle the unresolved issue. This period may be shortened in case of an emergency. 7.3.2 Notwithstanding the foregoing, the decisions of the Operating Committee shall not require unanimity set forth in the following cases: (i) The STATE shall not have the right to veto decisions or withhold approval pertaining to the Petroleum Operations conducted corporate records of NEWCO and ratified, as such, by the CONTRACTOR pertaining to an Exploration Authorisation, provided that the proposals are not considered to be contrary to current practices and operations in the international petroleum industry; (ii) Any decision pertaining to applications for granting, renewal or relinquishment NEWCO'S Board of Exploration Authorisations, Exploitation Authorisations and Domestic Transportation Authorisations shall be made solely by the CONTRACTOR; (iii) The decision to appraise and/or develop a Discovery shall be the CONTRACTOR's decision alone; (iv) If unanimity cannot be reached on the adoption of the development and production plan and its corresponding Budget, the CONTRACTOR’s proposals shall be deemed to have been duly approved by the Operating Committee, subject to any Party’s right of recourse, at its own expense, to expertise pursuant to the provisions of Article 27.2 hereafter if the said Party believes that adjustments should be made to the development and production plan on matters pertaining to the environment, security, costs, planning or ultimate recovery or that the plan in question is not consistent with the current generally accepted practices in the international petroleum industryDirectors. In such caseaddition, and unless the Parties agree otherwisethat NEWCO'S articles of incorporation and by-laws, as applicable, shall contain the development following provisions: i) Any increase in NEWCO'S share capital, whether of the fixed or variable capital, must be approved, in advance, by a vote of at least 65% (sixty-five percent) of NEWCO'S shares outstanding at the time, and production plan ii) A unanimous vote of NEWCO'S Board of Directors is required for the authorization of: a) Third party financing agreements, b) Purchase of any third party securities or other non-mining-related obligations, and its corresponding Budget shall be made c) Any changes to conform to the expert’s conclusions NEWCO'S articles of incorporation and be deemed approved by the Parties. The expert’s expenses shall be considered Petroleum Costsby-laws.

Operating Committee. 7.1 The Operating Committee shall be responsible for the supervision of the Petroleum Operations. The STATE and the CONTRACTOR shall each appoint one (1) full member and one (1) substitute member to the Operating Committee. The substitute members may not vote except in the absence of the full member. Within forty-five (45) Days of the Effective Date, the STATE and the CONTRACTOR shall each notify to the other Party, Party the name of its full member and the substitute member it has appointed to the Operating Committee. Any Party’s full member or substitute member may be replaced by said Party after having notified the other Party accordingly. Each Party may bring to the Operating Committee meetings, meetings advisors or experts whose presence it considers desirable and which in any event shall be limited to five (5), unless the Parties agree beforehand on another number. Each full member, or, in the absence of a full member, its substitute member, shall be deemed duly authorised to represent and to bind the Party appointing him on any subject which is within the jurisdiction of the Operating Committee. Each entity comprising the CONTRACTOR may send an observer, who shall not have voting rights, to the meetings of the Operating Committee. 7.1.1 The CONTRACTOR shall be responsible for the drafting of the minutes of the meeting, including a record of the decisions made in the meeting, which shall be submitted to the Parties for approval at the end of the meeting. The minutes shall be submitted to the Parties for their comments and approval within fifteen (15) days following the holding of the Operating Committee meeting. 7.1.2 The Operating Committee shall meet at the request of a Party, but in any event, at least every six (6) months, by notification containing the desired agenda, the date, time and place of the planned meeting, sent by one Party to the other Party with at least fifteen (15) Days' ’ prior written notice before the expected date of the meeting. Each Party shall have the right to add topics to the agenda by notifying the other Party at least seven (7) Days prior to the expected date of the meeting. No decision may be made at a meeting on a subject matter that was not written into the agenda for such meeting, unless all Parties shall otherwise unanimously agree thereto. The CONTRACTOR shall prepare all documents and pertinent data necessary to review the items on the agenda. 7.1.3 Each Party shall have one (1) vote on the Operating Committee. The Operating Committee may not validly deliberate unless each of the Parties is represented by a full member or by its substitute member. In the event that a member representing each Party is not present at the time of a meeting of the Operating Committee, the meeting of the Operating Committee shall be postponed to a date set within the next eight (8) Days. The representative who was present must notify the Parties of the new meeting date as well as the time and place where it will be held. 7.1.4 The Operating Committee shall be free, if necessary, to engage experts from time to time in order to carry out special tasks. 7.1.5 Notwithstanding the requirements in Article 7.1.2 above, in the event that a decision that falls within the jurisdiction of the Operating Committee is required while there is a rig standing by or for any other event that requires an immediate response or in which case delay results in significant expense, the Operating Committee may conduct its meeting and execute its vote by fax or email. 7.2 Subject to the provisions of Article 7.3 below, the Operating Committee: 7.2.1 Shall approve all Work Programmes and corresponding Budgets and all amendments that may be made thereto, and shall make certain that the insurance coverage of the Parties is consistent with generally accepted practices in the international petroleum industry and adequate with regard to risks incurred; 7.2.2 Shall approve the methods and procedures established by the Operator to be followed for the efficient conduct of the Petroleum Operations; 7.2.3 Shall have the right, and following the giving of reasonable prior written notice, to access the administrative offices and the work sites of the Petroleum Operations. Such visits, for which the dates and agenda are set by agreement with the Operator, which agreement cannot be withheld without valid reason, must not hamper the normal and safe conduct of Petroleum Operations and shall in any event be at the sole risk and expense of the represented Party(ies). 7.3 Subject to the provisions of this Article 7, all decisions of the Operating Committee shall be unanimous and shall bind the STATE and the CONTRACTOR. 7.3.1 If unanimity cannot be reached, the Operating Committee shall reconvene within fifteen (15) Days in order to settle the unresolved issue. This period may be shortened in case of an emergency. 7.3.2 Notwithstanding the foregoing, the decisions of the Operating Committee shall not require unanimity in the following cases: (i) The STATE shall not have the right to veto decisions or withhold approval pertaining to the Petroleum Operations conducted by the CONTRACTOR pertaining to an Exploration Authorisation, provided that the proposals are not considered to be contrary to current practices and operations in the international petroleum industry; (ii) Any decision pertaining to applications for granting, renewal or relinquishment of Exploration Authorisations, Exploitation Authorisations and Domestic Transportation Authorisations shall be made solely by the CONTRACTOR; (iii) The decision to appraise and/or develop a Discovery shall be the CONTRACTOR's ’S decision alone; (iv) If if unanimity cannot be reached on the adoption of the development and production plan and its corresponding Budget, the CONTRACTOR’s ’S proposals shall be deemed to have been duly approved by the Operating Committee, subject to any Party’s right of recourse, at its own expense, to expertise pursuant to the provisions of Article 27.2 hereafter if the said Party believes that adjustments should be made to the development and production plan on matters pertaining to the environment, security, costs, planning or ultimate recovery or that the plan in question is not consistent with the current generally accepted practices in the international petroleum industry. In such case, and unless the Parties agree otherwise, the development and production plan and its corresponding Budget shall be made to conform to the expert’s conclusions and be deemed approved by the Parties. The expert’s expenses shall be considered Petroleum Costs.

Operating Committee. 7.1 (a) The Parties hereby establish an “Operating Committee” to govern the acquisition of Target Assets and establish budgets with respect to Operations upon the JV Interests. The Operating Committee shall be responsible comprised of four (4) committee members (each, a “Committee Member”), two (2) of which shall be appointed by DGOC and two (2) of which shall be appointed by Oaktree; provided, that each Party’s Committee Members shall act as a single body for purposes of any matter requiring a vote and shall be required to jointly vote for or against any such matter. Each Party shall have the right to change its Committee Members at any time by giving notice of such change to the other Party. The size of the Operating Committee cannot be changed without the prior written consent of DGOC and Oaktree. (b) Unless otherwise set forth herein or agreed to by the Parties in writing, the Operating Committee will meet (an “Operating Committee Meeting”) at least once every Calendar Quarter during normal business hours at a time and date proposed by the DGOC Operator on not less than five (5) Business Days prior notice, either in person or via teleconference or videoconference, to review and discuss (i) Acquisition Opportunities presented by DGOC under Section 4.1(a), the valuation of the Acquisition Assets related thereto and bid and proposal strategies in connection therewith, including any Initial Acquisition Budget with respect to such Acquisition Assets, (ii) the progress of Operations, (iii) technical issues, (iv) planned Operations, (v) status of each applicable Operating Budget and (vi) such other matters as may be reasonably requested by any Party. Either Party may call a special meeting of the Operating Committee by providing notice to the other Party no less than five (5) Business Days prior to the date on which such Party desires for the supervision special meeting to occur; provided that, with respect to any special Operating Committee Meeting called to evaluate, discuss and vote on an Acquisition Opportunity presented by DGOC pursuant to Section 4.1, such Operating Committee Meeting shall be held at a date and time determined by DGOC in its sole discretion (on at least forty-eight (48) hours prior notice), so long as such date is no sooner than five (5) Business Days after the delivery by DGOC of the Petroleum Operations. The STATE and applicable Acquisition Notice. (c) Any matter that is to be voted on, consented to, determined by or approved by the CONTRACTOR Operating Committee shall each appoint be determined by the unanimous approval of the Committee Members present at an Operating Committee Meeting at which at least one (1) full member Committee Member from each Party is present (whether in person or by teleconference, videoconference or otherwise); provided, that if a Committee Member is not present at an Operating Committee Meeting but the other Committee Member appointed by the same Party is present, such present Committee Member for such Party shall hold the proxy of such absent Committee Member for such Party for all purposes at such Operating Committee Meeting, including quorum and one voting purposes; and provided, further, that if (1i) substitute member two (2) consecutive Operating Committee Meetings with respect to the same transaction of business are duly called and (ii) neither Committee Member representing a Party attends either such Operating Committee. The substitute members may Committee Meeting (whether in person or by teleconference, videoconference or otherwise), then attendance by such Committee Members shall not vote except in the absence of the full member. Within forty-five (45) Days of the Effective Datebe required for a quorum to be constituted at such second Operating Committee Meeting, the STATE and the CONTRACTOR shall each notify to the other Party, ’s Committee Members shall have the name of its full member and sole right to approve the substitute member it has appointed matters for which such Operating Committee Meeting was called. Subject to the Operating Committee. Any Party’s full member or substitute member may be replaced by said Party after having notified the other Party accordingly. Each Party may bring to the foregoing, a quorum must exist at all times of an Operating Committee meetingsMeeting, advisors or experts whose presence it considers desirable and which in including the reconvening of any event shall Operating Committee Meeting that has been adjourned, for any action taken at such Operating Committee Meeting to be limited to five (5), unless the Parties agree beforehand on another number. Each full member, or, in the absence of a full member, its substitute member, shall be deemed duly authorised to represent and to bind the Party appointing him on any subject which is within the jurisdiction of the Operating Committee. Each entity comprising the CONTRACTOR may send an observer, who shall not have voting rights, to the meetings of the Operating Committeevalid. 7.1.1 (d) The CONTRACTOR shall be responsible for the drafting of the minutes of the meeting, including a record of the decisions made in the meeting, which shall be submitted to the Parties for approval at the end of the meeting. The minutes shall be submitted to the Parties for their comments meetings and approval within fifteen (15) days following the holding votes of the Operating Committee meeting. 7.1.2 The Operating Committee shall meet at the request of a Partybe reported in minutes, but in any event, at least every six (6) months, by notification containing the desired agenda, which shall state the date, time and place of the planned Operating Committee Meeting, the Committee Members present at the meeting, sent by one Party the matters put to a vote and the results of such vote. A copy of such minutes shall be provided to the other Party upon request. (e) The Operating Committee shall only be entitled to vote upon and approve or reject Acquisition Opportunities and Operating Budgets. With respect to all other matters concerning the JV Interests, the Operating Committee will solely serve in an advisory capacity with at least fifteen (15) Days' prior written notice before respect thereto. For the expected date avoidance of doubt, the meeting. Each Party shall Operating Committee will not have the right to add topics direct or control Operations or other operations relating to the agenda by notifying JV Interests other than through the approval, rejection or modification of Operating Budgets applicable to or governing such Operations and/or other Party at least seven (7) Days prior to operations relating the expected date of the meeting. No decision may be made at a meeting on a subject matter that was not written into the agenda for such meeting, unless all Parties shall otherwise unanimously agree thereto. The CONTRACTOR shall prepare all documents and pertinent data necessary to review the items on the agendaJV Interests. 7.1.3 Each Party shall have one (1f) vote on The Parties and their Representatives, including the Operating Committee. The Operating Committee may not validly deliberate unless each of the Parties is represented by a full member or by its substitute member. In the event that a member representing each Party is not present at the time of a meeting members of the Operating Committee, the meeting of the Operating Committee shall be postponed keep confidential all information relating to a date set within the next eight (8) Days. The representative who was present must notify the Parties of the new meeting date as well as the time and place where it will be heldAcquisition Opportunities in accordance with Article 8. 7.1.4 The Operating Committee shall be free, if necessary, to engage experts from time to time in order to carry out special tasks. 7.1.5 Notwithstanding the requirements in Article 7.1.2 above, in the event that a decision that falls within the jurisdiction of the Operating Committee is required while there is a rig standing by or for any other event that requires an immediate response or in which case delay results in significant expense, the Operating Committee may conduct its meeting and execute its vote by fax or email. 7.2 Subject to the provisions of Article 7.3 below, the Operating Committee: 7.2.1 Shall approve all Work Programmes and corresponding Budgets and all amendments that may be made thereto, and shall make certain that the insurance coverage of the Parties is consistent with generally accepted practices in the international petroleum industry and adequate with regard to risks incurred; 7.2.2 Shall approve the methods and procedures established by the Operator to be followed for the efficient conduct of the Petroleum Operations; 7.2.3 Shall have the right, and following the giving of reasonable prior written notice, to access the administrative offices and the work sites of the Petroleum Operations. Such visits, for which the dates and agenda are set by agreement with the Operator, which agreement cannot be withheld without valid reason, must not hamper the normal and safe conduct of Petroleum Operations and shall in any event be at the sole risk and expense of the represented Party(ies). 7.3 Subject to the provisions of this Article 7, all decisions of the Operating Committee shall be unanimous and shall bind the STATE and the CONTRACTOR. 7.3.1 If unanimity cannot be reached, the Operating Committee shall reconvene within fifteen (15) Days in order to settle the unresolved issue. This period may be shortened in case of an emergency. 7.3.2 Notwithstanding the foregoing, the decisions of the Operating Committee shall not require unanimity in the following cases: (i) The STATE shall not have the right to veto decisions or withhold approval pertaining to the Petroleum Operations conducted by the CONTRACTOR pertaining to an Exploration Authorisation, provided that the proposals are not considered to be contrary to current practices and operations in the international petroleum industry; (ii) Any decision pertaining to applications for granting, renewal or relinquishment of Exploration Authorisations, Exploitation Authorisations and Domestic Transportation Authorisations shall be made solely by the CONTRACTOR; (iii) The decision to appraise and/or develop a Discovery shall be the CONTRACTOR's decision alone; (iv) If unanimity cannot be reached on the adoption of the development and production plan and its corresponding Budget, the CONTRACTOR’s proposals shall be deemed to have been duly approved by the Operating Committee, subject to any Party’s right of recourse, at its own expense, to expertise pursuant to the provisions of Article 27.2 hereafter if the said Party believes that adjustments should be made to the development and production plan on matters pertaining to the environment, security, costs, planning or ultimate recovery or that the plan in question is not consistent with the current generally accepted practices in the international petroleum industry. In such case, and unless the Parties agree otherwise, the development and production plan and its corresponding Budget shall be made to conform to the expert’s conclusions and be deemed approved by the Parties. The expert’s expenses shall be considered Petroleum Costs.