Common use of Contract Awards Clause in Contracts

Contract Awards. (a) Subject to Sections 3.1(b) and 3.1(c) of this Agreement and Section 4.7 of the Joint Development Agreement, the Company shall award each Development Operations Contract to the best qualified contractor considering cost, ability, availability and HSSE performance considerations (in each case, in the Company’s reasonable opinion), to perform the contract without the obligation to tender and without informing or seeking the approval of the Management Board. The procedure set forth in this Section 3.1 shall not apply to any contracts that have been awarded, or in respect of which invitations to tender have been issued, on or before the Closing Date, provided that the procedures set forth in this Section 3.1 shall apply to confirmations, service orders or purchase orders (whether written or oral) entered into on and after the Closing Date pursuant to existing master service agreements that were effective prior to the Closing Date. (b) Prior to entering into a Development Operations Contract with a Development Party or an Affiliate of a Development Party for which one or more other Development Parties (directly or indirectly through affiliated Entity Members of Joint Entities participating in such Development Operation) that are not Affiliates of such Development Operations Contract counterparty will be responsible for all or a portion of the costs and expenses payable thereunder (“Unaffiliated Participating Parties”), the Company shall be required to obtain the affirmative vote of the applicable Board Members of the Management Board pursuant to Section 2.3(b). (i) Notwithstanding the terms of any Applicable Operating Agreement to the contrary, from and after the Closing Date, prior to entering into a Development Operations Contract not specifically and expressly approved as part of an approved Annual Work Program and Budget that can reasonably be expected to result in aggregate payments to the counterparty of more than five million dollars (US$5,000,000) during any twelve (12) consecutive Calendar Month period, the Company shall present a copy of the proposed Development Operations Contract to the Members, together with the tender list and tender evaluation criteria used to secure such proposed Development Operations Contract, for approval by the Members, acting as the Management Board. Each Member shall notify the Company and the Management Board of its approval or rejection of such Development Operations Contract within fifteen (15) Business Days of its receipt of such materials. Failure of a Member to respond within such period shall be deemed an approval of such Development Operations Contract. The Company may only enter into such proposed Development Operations Contract to the extent that the Management Board approves such Development Operations Contract. (ii) From and after the Closing Date, prior to entering into a Development Operations Contract that can reasonably be expected to result in aggregate payments to the counterparty of more than one million dollars (US$1,000,000) during any twelve (12) consecutive Calendar Month period, commencing as of January 1 in any Calendar Year, except as provided in Section 3.1(c)(iii), the Company shall obtain proposals for such services from at least two (2) service providers. For the avoidance of doubt, a contract that automatically renews (is evergreen) on a month-to-month or other periodic basis that would meet the $1,000,000 threshold if it remained in effect for an entire twelve (12) consecutive Calendar Month period commencing as of January 1 in any Calendar Year shall be considered subject to the requirements of the preceding sentence. (iii) If the Company desires to award a Development Operations Contract that would otherwise be subject to Section 3.1(c)(i) without tender of proposals from more than one service provider, whether because only one competent service provider can provide the contracted-for-service or otherwise, the Company may do so with the prior approval of the Management Board. The Company shall present a copy of the proposed Development Operations Contract to the Management Board. Each Board Member shall notify the Company, and the rest of the Management Board, of its approval or rejection of such Development Operations Contract within fifteen (15) Business Days of its receipt of such Development Operations Contract. Failure of a Board Member to respond within such period shall be deemed an approval of the award of such Development Operations Contract. The Company may only enter into a proposed Development Operations Contract that would otherwise be subject to Section 3.1(c)(i) without tender of proposals from more than one service provider if the Management Board approves such Development Operations Contract. (iv) To the extent that the Company enters into a Development Operations Contract for which the Company is not required to obtain proposals from at least two (2) service providers pursuant to Section 3.1(c)(i) and such Development Operations Contract can reasonably be expected to result in aggregate payment to the counterparty of more than one hundred thousand dollars (US$100,000), the Company shall keep a written record in its files that are subject to the audit provisions of Section 2.2 of the Joint Development Agreement and Exhibit “C” of the relevant Applicable Operating Agreement explaining why multiple bids were not obtained for such services. (v) In connection with the foregoing, the Company shall keep a written record in its files that are subject to the audit provisions of Section 2.2 of the Joint Development Agreement and Exhibit “C” of each Joint Development Operating Agreement that (A) in the event that the Development Operations Contract is awarded pursuant to Section 3.1(c)(i), includes the proposals obtained from the prospective service providers; or (B) in the event that the Development Operations Contract is awarded pursuant to Section 3.1(c)(iii), includes the notice to the Management Board and Management Board responses. (d) Upon the reasonable written request of a Member, the Company shall provide such Member a copy of any written contract or contracts of a material nature that are utilized in connection with Joint Development Operations, Sole Risk Development Operations or Sole Risk Entity Operations in which such Member is a Participating Member, as well as other information that can reasonably be provided by the Company regarding the use and performance of any such contract or contracts, except to the extent the Company may be prohibited from making any such disclosure under the terms and conditions of such contract and is unable through commercially reasonable efforts to obtain consent for such disclosure. (e) To the extent any Development Operations Contract or Other Material Company Contract to be entered into by the Company addresses the right to hold, review and use any data and information, including seismic, geological, geophysical and other technical data and information, the Company shall use commercially reasonable efforts to cause such Development Operations Contract or Other Material Company Contract to permit Participating Members and their Wholly-Owned Affiliates to hold, review and use all such data and information.

Contract Awards. (a) Subject to Sections 3.1(b) the Licence and 3.1(c) of this Agreement and Section 4.7 in accordance with the local content policy of the Joint Development AgreementGovernment of the Republic of Trinidad and Tobago, the Company Operator shall award each Development contract for Joint Operations Contract on the following basis (the amounts stated are in thousands of U.S. dollars): US$0-US$ 100,000 US$ 100,001-US$ 500,000 > US$ 500,000 For the purpose of the foregoing category limits, the award of multiple connected contracts arising out of a single aspect of the relevant Work Programme and Budget which according to international petroleum industry customs and usage are usually dealt with in a single contract shall be regarded and construed as one contract and not several different contracts. Notwithstanding any other provisions of this Article 6.6, where a contract does not have a fixed price, the Operator shall provide to the Parties an estimated value of the total expenditure under the proposed contract not less than ten (10) Days prior to proposed award. If any Party issues a written notice to the Operator querying the value of the proposed contract within five (5) Days of receipt of the Operator’s estimated value of the total expenditure under the proposed contract, then the Operator shall not award the proposed contract prior to agreement between the relevant Parties on the query raised. Procedure A (A) The Operator shall award the contract to the best qualified contractor considering cost, ability, availability as determined by cost and HSSE performance considerations (in each case, in the Company’s reasonable opinion), ability to perform the contract without the obligation to tender and without informing or seeking the approval of the Management Board. The procedure set forth in this Section 3.1 shall not apply to any contracts Operating Committee, except that have been awarded, or in respect of which invitations to tender have been issued, on or before the Closing Date, provided that the procedures set forth in this Section 3.1 shall apply to confirmations, service orders or purchase orders (whether written or oral) entered into on and after the Closing Date pursuant to existing master service agreements that were effective prior to the Closing Date. (b) Prior to entering into a Development Operations Contract contract with a Development Party or an Affiliate of a Development Party for which one or more other Development Parties (directly or indirectly through affiliated Entity Members of Joint Entities participating in such Development Operation) that are not Affiliates of such Development Operations Contract counterparty will be responsible for all or a portion the Operator, the Operator shall obtain the prior written approval of the costs and expenses payable thereunder (“Unaffiliated Participating Parties”)Operating Committee; provided that such award shall be made in compliance with the applicable provisions of the Licence concerning procurement. If requested by any Party, the Company Operator shall be required to obtain the affirmative vote of the applicable Board Members of the Management Board pursuant to Section 2.3(b). (i) Notwithstanding the terms of any Applicable Operating Agreement circulate to the contrary, from and after the Closing Date, prior to entering into a Development Operations Contract not specifically and expressly approved as part of an approved Annual Work Program and Budget that can reasonably be expected to result in aggregate payments to the counterparty of more than five million dollars (US$5,000,000) during any twelve (12) consecutive Calendar Month period, the Company shall present Parties a copy of the proposed Development Operations Contract to final version of the Members, together evaluation and contract(s) awarded. Procedure B (B) The Operator shall comply with the tender list applicable provisions of the Licence concerning procurement and tender evaluation criteria used to secure such proposed Development Operations Contract, for approval by the Members, acting as the Management Board. Each Member shall notify the Company and the Management Board of its approval or rejection of such Development Operations Contract within fifteen (15) Business Days of its receipt of such materials. Failure of a Member to respond within such period shall be deemed an approval of such Development Operations Contract. The Company may only enter into such proposed Development Operations Contract to the extent that the Management Board approves such Development Operations Contract.shall: (ii1) From and after provide the Closing Date, prior Parties with a list of the entities whom the Operator proposes to entering into a Development Operations Contract that can reasonably be expected invite to result in aggregate payments to tender for the counterparty of more than one million dollars (US$1,000,000) during any twelve (12) consecutive Calendar Month period, commencing as of January 1 in any Calendar Year, except as provided in Section 3.1(c)(iii), the Company shall obtain proposals for such services from at least two said contract; (2) service providers. For the avoidance of doubtadd to or, where a contract Party provides reasonable grounds for doing so, remove from such list any entity that automatically renews (is evergreen) on a month-to-month or other periodic basis that would meet the $1,000,000 threshold if it remained in effect for an entire twelve (12) consecutive Calendar Month period commencing as of January 1 in any Calendar Year shall be considered subject to the requirements of the preceding sentence. (iii) If the Company desires to award a Development Operations Contract that would otherwise be subject to Section 3.1(c)(i) without tender of proposals from more than one service provider, whether because only one competent service provider can provide the contracted-for-service or otherwise, the Company may do so with the prior approval of the Management Board. The Company shall present a copy of the proposed Development Operations Contract to the Management Board. Each Board Member shall notify the Company, and the rest of the Management Board, of its approval or rejection of such Development Operations Contract within fifteen (15) Business Days of its receipt of such Development Operations Contract. Failure of a Board Member to respond within such period shall be deemed an approval of the award of such Development Operations Contract. The Company may only enter into a proposed Development Operations Contract that would otherwise be subject to Section 3.1(c)(i) without tender of proposals from more than one service provider if the Management Board approves such Development Operations Contract. (iv) To the extent that the Company enters into a Development Operations Contract for which the Company is not required to obtain proposals from at least two (2) service providers pursuant to Section 3.1(c)(i) and such Development Operations Contract can reasonably be expected to result in aggregate payment to the counterparty of more than one hundred thousand dollars (US$100,000), the Company shall keep a written record in its files that are subject to the audit provisions of Section 2.2 of the Joint Development Agreement and Exhibit “C” of the relevant Applicable Operating Agreement explaining why multiple bids were not obtained for such services. (v) In connection with the foregoing, the Company shall keep a written record in its files that are subject to the audit provisions of Section 2.2 of the Joint Development Agreement and Exhibit “C” of each Joint Development Operating Agreement that (A) in the event that the Development Operations Contract is awarded pursuant to Section 3.1(c)(i), includes the proposals obtained from the prospective service providers; or (B) in the event that the Development Operations Contract is awarded pursuant to Section 3.1(c)(iii), includes the notice to the Management Board and Management Board responses. (d) Upon the reasonable written request of a Member, the Company shall provide such Member a copy of any written contract or contracts of a material nature that are utilized in connection with Joint Development Operations, Sole Risk Development Operations or Sole Risk Entity Operations in which such Member is a Participating Member, as well as other information that can reasonably be provided by the Company regarding the use and performance of any such contract or contracts, except to the extent the Company may be prohibited from making any such disclosure under the terms and conditions of such contract and is unable through commercially reasonable efforts to obtain consent for such disclosure. (e) To the extent any Development Operations Contract or Other Material Company Contract Party requests to be entered into by the Company addresses the right to hold, review and use any data and information, including seismic, geological, geophysical and other technical data and information, the Company shall use commercially reasonable efforts to cause such Development Operations Contract added or Other Material Company Contract to permit Participating Members and their Wholly-Owned Affiliates to hold, review and use all such data and information.removed within fourteen

Contract Awards. (a) Subject to Sections 3.1(b) the Licence and 3.1(c) of this Agreement and Section 4.7 in accordance with the local content policy of the Joint Development AgreementGovernment of the Republic of Trinidad and Tobago, the Company Operator shall award each Development contract for Joint Operations Contract on the following basis (the amounts stated are in thousands of U.S. dollars): Procedure A US$0-US$ 100,000 Procedure B US$ 100,001-US$ 500,000 Procedure C > US$ 500,000 For the purpose of the foregoing category limits, the award of multiple connected contracts arising out of a single aspect of the relevant Work Program and Budget which according to international petroleum industry customs and usage are usually dealt with in a single contract shall be regarded and construed as one contract and not several different contracts. Notwithstanding any other provisions of this Article 6.6, where a contract does not have a fixed price, the Operator shall provide to the Parties an estimated value of the total expenditure under the proposed contract not less than ten (10) Days prior to proposed award. If any Party issues a written notice to the Operator querying the value of the proposed contract within five (5) Days of receipt of the Operator’s estimated value of the total expenditure under the proposed contract, then the Operator shall not award the proposed contract prior to agreement between the relevant Parties on the query raised. Procedure A (A) Operator shall award the contract to the best qualified contractor considering cost, ability, availability as determined by cost and HSSE performance considerations (in each case, in the Company’s reasonable opinion), ability to perform the contract without the obligation to tender and without informing or seeking the approval of the Management Board. The procedure set forth in this Section 3.1 shall not apply to any contracts Operating Committee, except that have been awarded, or in respect of which invitations to tender have been issued, on or before the Closing Date, provided that the procedures set forth in this Section 3.1 shall apply to confirmations, service orders or purchase orders (whether written or oral) entered into on and after the Closing Date pursuant to existing master service agreements that were effective prior to the Closing Date. (b) Prior to entering into a Development Operations Contract contract with a Development Party or an Affiliate of a Development Party for which one or more other Development Parties (directly or indirectly through affiliated Entity Members of Joint Entities participating in such Development Operation) that are not Affiliates of such Development Operations Contract counterparty will be responsible for all or a portion Operator, Operator shall obtain the prior written approval of the costs and expenses payable thereunder (“Unaffiliated Participating Parties”), the Company Operating Committee; provided that such award shall be required to obtain made in compliance with the affirmative vote applicable provisions of the applicable Board Members of the Management Board pursuant to Section 2.3(b). (i) Notwithstanding the terms of Licence concerning procurement. If requested by any Applicable Operating Agreement Party, Operator shall circulate to the contrary, from and after the Closing Date, prior to entering into a Development Operations Contract not specifically and expressly approved as part of an approved Annual Work Program and Budget that can reasonably be expected to result in aggregate payments to the counterparty of more than five million dollars (US$5,000,000) during any twelve (12) consecutive Calendar Month period, the Company shall present Parties a copy of the proposed Development Operations Contract to final version of the Members, together evaluation and contract(s) awarded. Procedure B (B) Operator shall comply with the tender list applicable provisions of the Licence concerning procurement and tender evaluation criteria used to secure such proposed Development Operations Contract, for approval by the Members, acting as the Management Board. Each Member shall notify the Company and the Management Board of its approval or rejection of such Development Operations Contract within fifteen (15) Business Days of its receipt of such materials. Failure of a Member to respond within such period shall be deemed an approval of such Development Operations Contract. The Company may only enter into such proposed Development Operations Contract to the extent that the Management Board approves such Development Operations Contract.shall: (ii1) From and after provide the Closing Date, prior Parties with a list of the entities whom Operator proposes to entering into a Development Operations Contract that can reasonably be expected invite to result in aggregate payments to tender for the counterparty of more than one million dollars (US$1,000,000) during any twelve (12) consecutive Calendar Month period, commencing as of January 1 in any Calendar Year, except as provided in Section 3.1(c)(iii), the Company shall obtain proposals for such services from at least two said contract; (2) service providers. For the avoidance of doubtadd to or, where a contract Party provides reasonable grounds for doing so, remove from such list any entity that automatically renews (is evergreen) on a month-to-month or other periodic basis that would meet the $1,000,000 threshold if it remained in effect for an entire twelve (12) consecutive Calendar Month period commencing as of January 1 in any Calendar Year shall be considered subject to the requirements of the preceding sentence. (iii) If the Company desires to award a Development Operations Contract that would otherwise be subject to Section 3.1(c)(i) without tender of proposals from more than one service provider, whether because only one competent service provider can provide the contracted-for-service or otherwise, the Company may do so with the prior approval of the Management Board. The Company shall present a copy of the proposed Development Operations Contract to the Management Board. Each Board Member shall notify the Company, and the rest of the Management Board, of its approval or rejection of such Development Operations Contract within fifteen (15) Business Days of its receipt of such Development Operations Contract. Failure of a Board Member to respond within such period shall be deemed an approval of the award of such Development Operations Contract. The Company may only enter into a proposed Development Operations Contract that would otherwise be subject to Section 3.1(c)(i) without tender of proposals from more than one service provider if the Management Board approves such Development Operations Contract. (iv) To the extent that the Company enters into a Development Operations Contract for which the Company is not required to obtain proposals from at least two (2) service providers pursuant to Section 3.1(c)(i) and such Development Operations Contract can reasonably be expected to result in aggregate payment to the counterparty of more than one hundred thousand dollars (US$100,000), the Company shall keep a written record in its files that are subject to the audit provisions of Section 2.2 of the Joint Development Agreement and Exhibit “C” of the relevant Applicable Operating Agreement explaining why multiple bids were not obtained for such services. (v) In connection with the foregoing, the Company shall keep a written record in its files that are subject to the audit provisions of Section 2.2 of the Joint Development Agreement and Exhibit “C” of each Joint Development Operating Agreement that (A) in the event that the Development Operations Contract is awarded pursuant to Section 3.1(c)(i), includes the proposals obtained from the prospective service providers; or (B) in the event that the Development Operations Contract is awarded pursuant to Section 3.1(c)(iii), includes the notice to the Management Board and Management Board responses. (d) Upon the reasonable written request of a Member, the Company shall provide such Member a copy of any written contract or contracts of a material nature that are utilized in connection with Joint Development Operations, Sole Risk Development Operations or Sole Risk Entity Operations in which such Member is a Participating Member, as well as other information that can reasonably be provided by the Company regarding the use and performance of any such contract or contracts, except to the extent the Company may be prohibited from making any such disclosure under the terms and conditions of such contract and is unable through commercially reasonable efforts to obtain consent for such disclosure. (e) To the extent any Development Operations Contract or Other Material Company Contract Party requests to be entered into by the Company addresses the right to hold, review and use any data and information, including seismic, geological, geophysical and other technical data and information, the Company shall use commercially reasonable efforts to cause such Development Operations Contract added or Other Material Company Contract to permit Participating Members and their Wholly-Owned Affiliates to hold, review and use all such data and information.removed within fourteen