Common use of Interim Period Clause in Contracts

Interim Period. Subject to applicable law and unless otherwise instructed by any governmental body having authority in relation to the supply of Gas under this Agreement (including any Allocation Order): 2.6.1 During the period commencing on the Interim Period Commencement Date and ending on the Interim Period End Date (the “Interim Period”), the supply by the Sellers of Gas to the Buyer under this Agreement shall be subject to the obligation of the Sellers (and the Yam-Tethys Partners as applicable) to supply Gas pursuant to the Existing Agreements in accordance with this Article 2.6. 2.6.2 For each Day of the Interim Period the allocation of Gas available for delivery from the Reservoir through the Sellers’ Facilities to customers in Israel shall be made as follows: (a) in the event that the aggregate nominations for any Hour of such Day made by the buyers under the Existing Agreements and the buyers under the Sellers’ Additional Agreements (including Buyer’s Proper Nominations under this Agreement) do not exceed the Maximum Hourly Peak Capacity, the Sellers shall make available for delivery to the Buyer the quantity Properly Nominated by the Buyer for such Hour (calculated as one twenty-fourth (1/24) of the Buyer’s Proper Nomination for such Day); (b) in the event that the aggregate nominations for any Hour of such Day made by the buyers under the Existing Agreements and the buyers under the Sellers’ Additional Agreements (including Buyer’s Proper Nominations under this Agreement) exceed the Maximum Hourly Peak Capacity, the Sellers shall deliver Gas as required to meet in full the nominations of the buyers under the Existing Agreements, in priority to delivering Gas to the Buyer under this Agreement and to other buyers under the other Sellers’ Additional Agreements; and (c) from the remaining quantity of Gas available for delivery by the Sellers for any Hour of such Day (if any) after allocating the quantities pursuant to Article 2.6.2(b), the Sellers shall make available for delivery to the Buyer a quantity of Gas to be calculated based on the ratio between: (i) the Buyer’s Proper Nomination for such Hour (calculated as one twenty-fourth (1/24) of the Buyer’s Proper Nomination for such Day) under this Agreement; and (ii) the total cumulative nominations for such Hour made to the Sellers by all the buyers under the Sellers’ Additional Agreements (including the Buyer); (d) the supply of Gas by the Sellers on any Hour of such Day to other customers in Israel under any spot sales or gas sale agreements (which are not Existing Agreements or Sellers’ Additional Agreements), shall be effected only after the obligation of the Sellers (and the Yam-Tethys Partners as applicable) to supply Gas under the Existing Agreements and under the Sellers’ Additional Agreements is complied with in full. 2.6.3 In relation to the supply of Gas by the Sellers to customers in Israel during the Interim Period, and unless otherwise agreed with the Buyer, the Sellers shall not: (a) add any new gas sale and purchase agreements to the list of Existing Agreements; (b) add any new gas sale and purchase agreements to the Sellers’ Additional Agreements, except if such new agreements fall within the maximum permitted hourly quantity of the Sellers’ Additional Agreements pursuant to Article 1.1.99; (c) deliver, pursuant to the Existing Agreements and the Sellers’ Additional Agreements, quantities in excess of the daily or hourly quantities they are required to deliver thereunder, except if the delivery of such excess quantities during the Interim Period will be subordinate to the Proper Nominations of the Buyer; (d) amend the Existing Agreements by increasing the daily or hourly quantities that the buyers under the Existing Agreements may nominate, except if the delivery of such additional quantities during the Interim Period will be subordinate to the Proper Nominations of the Buyer; or (e) amend the Sellers’ Additional Agreements by increasing the daily or hourly quantities that the buyers under the Sellers’ Additional Agreements may nominate except if such additional quantities fall within the maximum permitted hourly quantity of the Sellers’ Additional Agreements pursuant to Article 1.1.99 or if the delivery of such additional quantities during the Interim Period will be subordinate to the Proper Nominations of the Buyer. 2.6.4 For the avoidance of doubt it is hereby clarified that any Existing Agreement may be amended by extending the duration or increasing the total contract quantity of such agreement, provided however that during the Interim Period the daily or hourly quantity under an Existing Agreement of any buyer shall not be increased above the levels prior to such amendment (without duplication). 2.6.5 Until the Interim Period End Date, the Sellers shall have no liability to the Buyer for any portion of the Buyer’s Proper Nomination that the Sellers did not deliver to the Buyer when allocating deliveries in accordance with the provisions of Article 2.6.2(c) (such quantities shall hereinafter be referred to as “Permitted Delivery Reduction”). 2.6.6 Notwithstanding Article 2.6.5, in the event of Shortfall Gas during the Interim Period the following provisions shall apply: (a) [***], there shall be no Permitted Delivery Reductions and the provisions of Articles 17.1-17.2 shall apply; (b) [***], the Permitted Delivery Reduction shall apply and the portion of the Buyer’s Proper Nomination that was not tendered for delivery less the Permitted Delivery Reduction will constitute Shortfall Gas and the provisions of Articles 17.1-17.2 shall apply. 2.6.7 [***], and on such Day the Sellers have not made such quantities available for delivery to the Buyer then the provisions of Articles 17.1-17.2 shall apply. 2.6.8 At the Buyer’s request, the Sellers will provide the Buyer a written certificate duly signed by an officer of the Sellers’ Coordinator on behalf of all the Sellers, confirming that the allocation of Gas was made in accordance with the provisions of this Article 2.6. 2.6.9 In the event that the Buyer disputes the Sellers’ confirmation as to the allocation of Gas with respect to any Day during the Interim Period, the Buyer may, by written notice to the Sellers, require the matter to be referred for determination by the Expert pursuant to Article 19.3, such Expert to be an independent, certified public accountant. The Expert determination shall be made, if any, once for any Calendar Quarter during the Interim Period. 2.6.10 The Expert shall review the relevant information and records of the Sellers for the sole purpose of verifying the Sellers’ confirmation in relation to the allocation of Gas during the relevant period. The Sellers shall make available to the Expert details of the daily and hourly quantities that each buyer is entitled to nominate under the Existing Agreements and the Sellers’ Additional Agreements, and such other information as may be reasonably be required by the Expert for the purposes of this determination, provided however, that all information, data or documentation disclosed or delivered to the Expert in consequence of or in connection with the Expert’s appointment hereunder, shall be treated as confidential and shall not be disclosed or delivered to the Buyer or any other third party in any circumstances, unless such disclosure is required by a competent authority or for the purpose of a Dispute under this Agreement. 2.6.11 In the event that the Expert determines that the quantity of Gas actually allocated to the Buyer during such period is less than [***] of the quantity of Gas that was due to the Buyer pursuant to Article 2.6, then the Sellers shall bear and pay the costs and expenses of such Expert Determination, notwithstanding the provisions of Article 19.3.3(c) and the provisions of Articles 17.1-17.2 shall apply to such under-delivery. 2.6.12 In the event that the Expert determines that the quantity of Gas actually allocated to the Buyer during such period is [***] or more of the quantity of Gas due to the Buyer pursuant to Article 2.6, then Buyer shall bear and pay the costs and expenses of such Expert Determination, notwithstanding the provisions of Article 19.3.3(c).

Interim Period. Subject The Parties agree and confirm that as of and from the Closing Date until receipt by Buyer of confirmation from the Bergsstaten that the Licenses have been duly and properly transferred to applicable law and unless otherwise instructed by any governmental body having authority in relation to the supply of Gas under this Agreement (including any Allocation Order): 2.6.1 During the period commencing on the Interim Period Commencement Date and ending on the Interim Period End Date Buyer (the “"Interim Period”), the supply by the Sellers of Gas to the Buyer under this Agreement shall be subject to the obligation of the Sellers (and the Yam-Tethys Partners as applicable) to supply Gas pursuant to the Existing Agreements in accordance with this Article 2.6. 2.6.2 For each Day of the Interim Period the allocation of Gas available for delivery from the Reservoir through the Sellers’ Facilities to customers in Israel shall be made as follows:"): (a) Seller will hold the Licenses in the event that the aggregate nominations for any Hour of such Day made by the buyers under the Existing Agreements trust for, and the buyers under the Sellers’ Additional Agreements (including Buyer’s Proper Nominations under this Agreement) do not exceed the Maximum Hourly Peak Capacityon behalf of, the Sellers shall make available for delivery Buyer to the Buyer the quantity Properly Nominated extent permitted by the Buyer for such Hour (calculated as one twenty-fourth (1/24) applicable Legal Requirements and shall not take or permit to be taken any action that would cause any of the Buyer’s Proper Nomination for such Day); (b) in the event that the aggregate nominations for Licenses to become subject to any Hour of such Day made by the buyers under the Existing Agreements and the buyers under the Sellers’ Additional Agreements (including Buyer’s Proper Nominations under this Agreement) exceed the Maximum Hourly Peak Capacity, the Sellers shall deliver Gas as required to meet in full the nominations of the buyers under the Existing Agreements, in priority to delivering Gas to the Buyer under this Agreement and to other buyers under the other Sellers’ Additional Agreements; and (c) from the remaining quantity of Gas available for delivery by the Sellers for any Hour of such Day (if any) after allocating the quantities pursuant to Article 2.6.2(b), the Sellers shall make available for delivery to the Buyer a quantity of Gas to be calculated based on the ratio between: (i) the Buyer’s Proper Nomination for such Hour (calculated as one twenty-fourth (1/24) of the Buyer’s Proper Nomination for such Day) under this Agreement; and (ii) the total cumulative nominations for such Hour made to the Sellers by all the buyers under the Sellers’ Additional Agreements (including the Buyer); (d) the supply of Gas by the Sellers on any Hour of such Day to other customers in Israel under any spot sales or gas sale agreements (which are not Existing Agreements or Sellers’ Additional Agreements), shall be effected only after the obligation of the Sellers (and the Yam-Tethys Partners as applicable) to supply Gas under the Existing Agreements and under the Sellers’ Additional Agreements is complied with in full. 2.6.3 In relation to the supply of Gas by the Sellers to customers in Israel during the Interim Period, and unless otherwise agreed with the Buyer, the Sellers shall not: (a) add any new gas sale and purchase agreements to the list of Existing Agreements; (b) add any new gas sale and purchase agreements to the Sellers’ Additional Agreements, except if such new agreements fall within the maximum permitted hourly quantity of the Sellers’ Additional Agreements pursuant to Article 1.1.99; (c) deliver, pursuant to the Existing Agreements and the Sellers’ Additional Agreements, quantities in excess of the daily or hourly quantities they are required to deliver thereunder, except if the delivery of such excess quantities during the Interim Period will be subordinate to the Proper Nominations of the Buyer; (d) amend the Existing Agreements by increasing the daily or hourly quantities that the buyers under the Existing Agreements may nominate, except if the delivery of such additional quantities during the Interim Period will be subordinate to the Proper Nominations of the Buyer; or (e) amend the Sellers’ Additional Agreements by increasing the daily or hourly quantities that the buyers under the Sellers’ Additional Agreements may nominate except if such additional quantities fall within the maximum permitted hourly quantity of the Sellers’ Additional Agreements pursuant to Article 1.1.99 or if the delivery of such additional quantities during the Interim Period will be subordinate to the Proper Nominations of the Buyer. 2.6.4 For the avoidance of doubt it is hereby clarified that any Existing Agreement may be amended by extending the duration or increasing the total contract quantity of such agreement, provided however that during the Interim Period the daily or hourly quantity under an Existing Agreement of any buyer shall not be increased above the levels prior to such amendment (without duplication). 2.6.5 Until the Interim Period End Date, the Sellers shall have no liability to the Buyer for any portion of the Buyer’s Proper Nomination that the Sellers did not deliver to the Buyer when allocating deliveries in accordance with the provisions of Article 2.6.2(c) (such quantities shall hereinafter be referred to as “Permitted Delivery Reduction”). 2.6.6 Notwithstanding Article 2.6.5, in the event of Shortfall Gas during the Interim Period the following provisions shall apply: (a) [***], there shall be no Permitted Delivery Reductions and the provisions of Articles 17.1-17.2 shall applyEncumbrance; (b) [***Intentionally left blank] (c) if during the Interim Period the proposed exploration activities of Buyer require the issue or receipt of any approval, consent or authorization of any Governmental Authority in order to comply with Applicable Legal Requirements (an "Interim Permit"), the Permitted Delivery Reduction Seller shall apply take all reasonable commercial efforts to obtain such Interim Permit(s) on terms and the portion of the Buyer’s Proper Nomination that was not tendered for delivery less the Permitted Delivery Reduction will constitute Shortfall Gas conditions acceptable to Buyer and the provisions of Articles 17.1-17.2 shall applySeller, each acting reasonably and in a timely manner. 2.6.7 [***](d) Seller will furnish promptly to Buyer (i) a copy of each notice or other document delivered, and on such Day the Sellers have not made such quantities available for delivery to the Buyer then the provisions of Articles 17.1-17.2 shall apply. 2.6.8 At the Buyer’s request, the Sellers will provide the Buyer a written certificate duly signed filed or received by an officer of the Sellers’ Coordinator or on behalf of all the Sellers, confirming that the allocation of Gas was made in accordance with the provisions of this Article 2.6. 2.6.9 In the event that the Buyer disputes the Sellers’ confirmation as to the allocation of Gas with respect to any Day during the Interim Period, the Buyer may, by written notice to the Sellers, require the matter to be referred for determination by the Expert pursuant to Article 19.3, such Expert to be an independent, certified public accountant. The Expert determination shall be made, if any, once for any Calendar Quarter during the Interim Period. 2.6.10 The Expert shall review the relevant information and records of the Sellers for the sole purpose of verifying the Sellers’ confirmation in relation to the allocation of Gas during the relevant period. The Sellers shall make available to the Expert details of the daily and hourly quantities that each buyer is entitled to nominate under the Existing Agreements and the Sellers’ Additional Agreements, and such other information as may be reasonably be required by the Expert for the purposes of this determination, provided however, that all information, data or documentation disclosed or delivered to the Expert in consequence of or Seller in connection with the Expert’s appointment hereunderany Interim Permits, shall be treated Approval Requests; and (ii) any filings made under applicable applicable Legal Requirements in respect of the Interim Permits (if any), Licenses or Approval Requests; (iii) any documents related to dealings with Governmental Authorities in connection with the Interim Permits (if any), Licenses or Approval Requests; and (iv) a written account of all relevant verbal information obtained from any Governmental Authority in connection with the Licences, Interim Permits (if any) or Approval Requests; (e) Seller will not, and will not cause or authorize, any amendment, suspension or revocation of any InterimPermits; (f) Seller provide Buyer with such other information (including the status of the Approval Requests) as confidential Buyer may reasonably request regarding the Interim Permits (if any), Licenses and shall not be disclosed or delivered Approval Requests from time to time, and permit Buyer as much time as practicable to comment on the Buyer or any other third party of the foregoing material and, incorporate such comments, in any circumstancesdealings regarding the Interim Permits (if any), unless such disclosure is required by a competent authority Licenses or for the purpose of a Dispute under this AgreementApproval Requests. 2.6.11 In the event that the Expert determines that the quantity of Gas actually allocated to the Buyer during such period is less than [***] of the quantity of Gas that was due to the Buyer pursuant to Article 2.6, then the Sellers shall bear and pay the costs and expenses of such Expert Determination, notwithstanding the provisions of Article 19.3.3(c) and the provisions of Articles 17.1-17.2 shall apply to such under-delivery. 2.6.12 In the event that the Expert determines that the quantity of Gas actually allocated to the Buyer during such period is [***] or more of the quantity of Gas due to the Buyer pursuant to Article 2.6, then Buyer shall bear and pay the costs and expenses of such Expert Determination, notwithstanding the provisions of Article 19.3.3(c).

Interim Period. Subject to applicable law and unless otherwise instructed by any governmental body having authority in relation Except to the supply extent required to comply with applicable laws and the Material Contracts, the Material Agreements and any contract entered by Sellers for the purposes of Gas under this Agreement the Joint Account (including any Allocation Order): 2.6.1 During confidentiality obligations binding on Sellers and/or any of their respective Affiliates, provided that Sellers shall use their reasonable endeavours to obtain the waiver of such confidentiality obligations) or any request of PETRONAS or any other Governmental Entity with which Sellers reasonably believe they are required to comply or otherwise as may be approved by Purchaser (such approval not to be unreasonably withheld, delayed or conditioned and shall be considered granted within five (5) Business Days (unless a shorter time period is reasonably required) where Purchaser fails to respond to a request for consent from Sellers within that period), each Seller covenants with Purchaser that it will, during the period commencing on the Interim Period Commencement Signing Date and ending on First Closing (except for the Interim Period End Date (the “Interim Period”), the supply by the Sellers of Gas to the Buyer under this Agreement covenant in Section 9.1(a) which shall be subject to the obligation continue in force until Second Closing in respect of the Sellers (and the Yam-Tethys Partners as applicable) to supply Gas pursuant to the Existing Agreements in accordance with this Article 2.6. 2.6.2 For each Day of the Interim Period the allocation of Gas available for delivery from the Reservoir through the Sellers’ Facilities to customers in Israel shall be made as follows:Second Transferred Interests): (a) in the event that the aggregate nominations for not sell, charge, transfer, assign or create any Hour of such Day made by the buyers under the Existing Agreements and the buyers under the Sellers’ Additional Agreements (including Buyer’s Proper Nominations under this Agreement) do not exceed the Maximum Hourly Peak CapacityEncumbrances over, the Sellers shall make available for delivery Transferred Interests or agree to do the Buyer the quantity Properly Nominated by the Buyer for such Hour (calculated as one twenty-fourth (1/24) of the Buyer’s Proper Nomination for such Day)same; (b) continue to carry on its activities in relation to the Transferred Interests, in all material respects in the event that the aggregate nominations for any Hour ordinary course of such Day made by the buyers under the Existing Agreements and the buyers under the Sellers’ Additional Agreements (including Buyer’s Proper Nominations under this Agreement) exceed the Maximum Hourly Peak Capacity, the Sellers shall deliver Gas as required to meet in full the nominations of the buyers under the Existing Agreements, in priority to delivering Gas to the Buyer under this Agreement and to other buyers under the other Sellers’ Additional Agreements; andbusiness; (c) from provide Purchaser with details of any matter relating to or affecting the remaining quantity of Gas available for delivery by the Material Contracts on which Sellers for any Hour are entitled to vote and, prior to exercising its vote in respect of such Day (if any) after allocating matter, consult with Purchaser, provided that such consultation obligation shall not oblige Sellers to act or exercise their voting rights in accordance with the quantities instructions of Purchaser and Sellers shall retain full and sole discretion in respect of the manner in which they exercise their votes pursuant to Article 2.6.2(b), the Sellers shall make available for delivery to the Buyer a quantity of Gas to be calculated based on the ratio between: (i) the Buyer’s Proper Nomination for such Hour (calculated as one twenty-fourth (1/24) of the Buyer’s Proper Nomination for such Day) under this Agreement; and (ii) the total cumulative nominations for such Hour made to the Sellers by all the buyers under the Sellers’ Additional Agreements (including the Buyer)Material Contracts; (d) the supply of Gas by the Sellers on any Hour of such Day to other customers in Israel under any spot sales or gas sale agreements (promptly pay all Cash Calls and Cash Advances which are not Existing Agreements or Sellers’ Additional Agreements), shall be effected only after the obligation due and payable in respect of the Sellers (and the Yam-Tethys Partners as applicable) to supply Gas under the Existing Agreements and under the Sellers’ Additional Agreements is complied with in full. 2.6.3 In relation to the supply of Gas Material Contracts, where such expenses would be paid by the Sellers to customers in Israel during the Interim Period, and unless otherwise agreed with the Buyer, the Sellers shall not: (a) add any new gas sale and purchase agreements to the list of Existing Agreementsa reasonably prudent party; (b) add any new gas sale and purchase agreements to the Sellers’ Additional Agreements, except if such new agreements fall within the maximum permitted hourly quantity of the Sellers’ Additional Agreements pursuant to Article 1.1.99; (c) deliver, pursuant to the Existing Agreements and the Sellers’ Additional Agreements, quantities in excess of the daily or hourly quantities they are required to deliver thereunder, except if the delivery of such excess quantities during the Interim Period will be subordinate to the Proper Nominations of the Buyer; (d) amend the Existing Agreements by increasing the daily or hourly quantities that the buyers under the Existing Agreements may nominate, except if the delivery of such additional quantities during the Interim Period will be subordinate to the Proper Nominations of the Buyer; or (e) amend not agree to any material amendments of the Sellers’ Additional Agreements by increasing the daily or hourly quantities that the buyers Material Contracts; (f) provide Purchaser on a regular basis (at least monthly) with copies of all joint venture statements, Cash Calls, Cash Advances, AFEs, Work Programmes and Budgets and other material information issued to Carigali under the Sellers’ Additional Agreements may nominate except if such additional quantities fall within XXXx or which it receives from the maximum permitted hourly quantity of Operator under the Sellers’ Additional Agreements pursuant GK UUOA; (g) promptly provide Purchaser with copies of: (i) any amendment to Article 1.1.99 a Material Contract or if the delivery of such additional quantities during the Interim Period will be subordinate to the Proper Nominations of the Buyer.a Designated Agreement; 2.6.4 For the avoidance of doubt it is hereby clarified that any Existing Agreement may be amended by extending the duration or increasing the total contract quantity of such agreement, provided however that during the Interim Period the daily or hourly quantity under an Existing Agreement (ii) minutes of any buyer shall not be increased above the levels prior meeting of any Operations Committee or Management Committee; and (iii) any draft Work Programme and Budget submitted to such amendment (without duplication). 2.6.5 Until the Interim Period End Date, the Sellers shall have no liability to the Buyer for any portion of the Buyer’s Proper Nomination that the Sellers did not deliver to the Buyer when allocating deliveries Carigali in accordance with the provisions XXXx in respect of Article 2.6.2(ccalendar year 2015 and any Work Programme and *****Commercial terms omitted and filed separately with the Commission. Confidential treatment requested under 17 C.F.R. 240.24b-2. †††††Personal information omitted and filed separately with the Commission. Confidential treatment requested under 17 C.F.R. 240.24b-2. 49 (h) not approve any amendments to a Development Plan which would result in incurring financial commitments exceeding twenty percent (20%) or more of the amount then budgeted for such quantities shall hereinafter be referred Development Plan; (i) not approve the voluntary relinquishment or surrender of any part of a Contract Area; (j) not enter into a unitisation agreement in respect of the Contract Areas; (k) consult with Purchaser before filing, and take into account Purchaser’s reasonable comments regarding, any income tax return in relation to as “Permitted Delivery Reduction”).the Transferred Interests which relates to the period on and after the Effective Date; and 2.6.6 Notwithstanding Article 2.6.5(l) notify Purchaser, in writing within five (5) Business Days of becoming aware of the event of Shortfall Gas during the Interim Period the following provisions shall applyoccurrence of: (ai) [***], there shall be no Permitted Delivery Reductions and the provisions of Articles 17.1-17.2 shall apply;any material default or termination with respect to a Material Contract; and (bii) [***], the Permitted Delivery Reduction shall apply and the portion of the Buyer’s Proper Nomination that was not tendered for delivery less the Permitted Delivery Reduction will constitute Shortfall Gas and the provisions of Articles 17.1-17.2 shall apply. 2.6.7 [***], and on such Day the Sellers have not made such quantities available for delivery any material claim or suit which is notified to the Buyer then the provisions of Articles 17.1-17.2 shall apply. 2.6.8 At the Buyer’s request, the Sellers will provide the Buyer a written certificate duly signed by an officer of the Sellers’ Coordinator on behalf of all the Sellers, confirming that the allocation of Gas was made Carigali in accordance with the provisions terms of this Article 2.6. 2.6.9 In the event that the Buyer disputes the Sellers’ confirmation as to the allocation of Gas with respect to any Day during the Interim Period, the Buyer may, by written notice to the Sellers, require the matter to be referred for determination by the Expert pursuant to Article 19.3, such Expert to be an independent, certified public accountant. The Expert determination shall be made, if any, once for any Calendar Quarter during the Interim Period. 2.6.10 The Expert shall review the relevant information and records 4.8 of the Sellers for the sole purpose of verifying the Sellers’ confirmation in relation to the allocation of Gas during the relevant period. The Sellers shall make available to the Expert details of the daily and hourly quantities that each buyer is entitled to nominate under the Existing Agreements and the Sellers’ Additional Agreements, and such other information as may be reasonably be required by the Expert for the purposes of this determination, provided however, that all information, data or documentation disclosed or delivered to the Expert in consequence of or in connection with the Expert’s appointment hereunder, shall be treated as confidential and shall not be disclosed or delivered to the Buyer or any other third party in any circumstances, unless such disclosure is required by a competent authority or for the purpose of a Dispute under this AgreementXXXx. 2.6.11 In the event that the Expert determines that the quantity of Gas actually allocated to the Buyer during such period is less than [***] of the quantity of Gas that was due to the Buyer pursuant to Article 2.6, then the Sellers shall bear and pay the costs and expenses of such Expert Determination, notwithstanding the provisions of Article 19.3.3(c) and the provisions of Articles 17.1-17.2 shall apply to such under-delivery. 2.6.12 In the event that the Expert determines that the quantity of Gas actually allocated to the Buyer during such period is [***] or more of the quantity of Gas due to the Buyer pursuant to Article 2.6, then Buyer shall bear and pay the costs and expenses of such Expert Determination, notwithstanding the provisions of Article 19.3.3(c).

Interim Period. Subject to applicable law 12.1 DRD shall procure that, from the Signature Date until the DRD Delivery Date — 12.1.1 the business of DRD and unless otherwise instructed by any governmental body having authority its subsidiaries will be carried on in relation substantially the ordinary course thereof as carried on in the 24 months prior to the supply Signature Date (“In the Ordinary Course”); 12.1.2 without prejudice to the generality of Gas under the aforegoing, none of DRD or its subsidiaries will (i) enter into any transaction which requires the approval of DRD’s shareholders, (ii) incur any debt or liability of such magnitude as which, if it were consideration for an acquisition or transaction, would in terms of the Listings Requirements require the approval of DRD’s shareholders, in each case without the prior written consent of Sibanye (such consent not to unreasonably withheld); 12.1.3 each subsidiary of DRD who is or who becomes a designated employer for the purposes of the Employment Equity Act No 55 of 1998 (“EEA”) shall comply with each and every one of its obligations as a designated employer for the purposes of Chapter 3 of that Act, including having timeously filed the required reports and income differential statements with the Director General of the Department of Labour and having prepared employment equity plan/s for the required period/s. 12.2 Between the Signature Date and the DRD Delivery Date, DRD shall — 12.2.1 subject to the provisions of any Applicable Law and the Listings Requirements, keep Sibanye appraised of all and any decisions which DRD and/or DRD’s subsidiaries intends to make in respect of any of their business that may have a financial impact in excess of R25 000 000 or which would otherwise reasonably be considered as material to an acquiror of the Allotted Shares; 12.2.2 absent any force of majeure, maintain its assets and operations using the same environmental management regime as DRD and its subsidiaries did in the 12 month period preceding the Signature Date; 12.2.3 give prompt notice to Sibanye of any adverse development causing a breach or which is likely to cause a breach of any of the Warranties; provided that no disclosure by DRD in terms of this Agreement 12.2.2 shall be regarded as amending or supplementing the Disclosure Schedule or shall prevent or cure any misrepresentation, breach of Warranty or breach of any undertaking. 12.3 Between the Signature Date and the DRD Delivery Date, DRD shall immediately upon becoming aware thereof, disclose to Sibanye any circumstances which have or may have a material impact on the business of the DRD and its subsidiaries. 12.4 Insurance policies and occurrence of an Insurable Event 12.4.1 DRD undertakes to Sibanye to maintain in force (including any Allocation Order): 2.6.1 During and to pay all premiums related to) its current insurance policies (or similar replacement insurance policies) in respect of the assets of DRD’s business (“Insurance Policies”) in respect of the period commencing on between the Interim Period Commencement Signature Date and ending on the Interim Period End Date DRD Delivery Date. 12.4.2 If, prior to the DRD Delivery Date, an event which relates to or impacts upon any asset of DRD’s business takes place which to DRD’s knowledge entitles it to claim under the Insurance Policies (the “Interim PeriodInsurable Event”), the supply by the Sellers of Gas to the Buyer under this Agreement then DRD shall be subject to the obligation of the Sellers (and the Yam-Tethys Partners as applicable) to supply Gas pursuant to the Existing Agreements in accordance with this Article 2.6. 2.6.2 For each Day of the Interim Period the allocation of Gas available for delivery from the Reservoir through the Sellers’ Facilities to customers in Israel shall be made as follows: (a) in the event that the aggregate nominations for any Hour of such Day made by the buyers under the Existing Agreements and the buyers under the Sellers’ Additional Agreements (including Buyer’s Proper Nominations under this Agreement) do not exceed the Maximum Hourly Peak Capacity, the Sellers shall make available for delivery to the Buyer the quantity Properly Nominated by the Buyer for such Hour (calculated as one twenty-fourth (1/24) of the Buyer’s Proper Nomination for such Day); (b) in the event that the aggregate nominations for any Hour of such Day made by the buyers under the Existing Agreements and the buyers under the Sellers’ Additional Agreements (including Buyer’s Proper Nominations under this Agreement) exceed the Maximum Hourly Peak Capacity, the Sellers shall deliver Gas as required to meet in full the nominations of the buyers under the Existing Agreements, in priority to delivering Gas to the Buyer under this Agreement and to other buyers under the other Sellers’ Additional Agreements; and (c) from the remaining quantity of Gas available for delivery by the Sellers for any Hour of such Day (if any) after allocating the quantities pursuant to Article 2.6.2(b), the Sellers shall make available for delivery to the Buyer submit a quantity of Gas to be calculated based on the ratio between: (i) the Buyer’s Proper Nomination for such Hour (calculated as one twenty-fourth (1/24) of the Buyer’s Proper Nomination for such Day) under this Agreement; and (ii) the total cumulative nominations for such Hour made to the Sellers by all the buyers under the Sellers’ Additional Agreements (including the Buyer); (d) the supply of Gas by the Sellers on any Hour of such Day to other customers in Israel under any spot sales or gas sale agreements (which are not Existing Agreements or Sellers’ Additional Agreements), shall be effected only after the obligation of the Sellers (and the Yam-Tethys Partners as applicable) to supply Gas under the Existing Agreements and under the Sellers’ Additional Agreements is complied with in full. 2.6.3 In relation to the supply of Gas by the Sellers to customers in Israel during the Interim Period, and unless otherwise agreed with the Buyer, the Sellers shall not: (a) add any new gas sale and purchase agreements to the list of Existing Agreements; (b) add any new gas sale and purchase agreements to the Sellers’ Additional Agreements, except if such new agreements fall within the maximum permitted hourly quantity of the Sellers’ Additional Agreements pursuant to Article 1.1.99; (c) deliver, pursuant to the Existing Agreements and the Sellers’ Additional Agreements, quantities in excess of the daily or hourly quantities they are required to deliver thereunder, except if the delivery of such excess quantities during the Interim Period will be subordinate to the Proper Nominations of the Buyer; (d) amend the Existing Agreements by increasing the daily or hourly quantities that the buyers under the Existing Agreements may nominate, except if the delivery of such additional quantities during the Interim Period will be subordinate to the Proper Nominations of the Buyer; or (e) amend the Sellers’ Additional Agreements by increasing the daily or hourly quantities that the buyers under the Sellers’ Additional Agreements may nominate except if such additional quantities fall within the maximum permitted hourly quantity of the Sellers’ Additional Agreements pursuant to Article 1.1.99 or if the delivery of such additional quantities during the Interim Period will be subordinate to the Proper Nominations of the Buyer. 2.6.4 For the avoidance of doubt it is hereby clarified that any Existing Agreement may be amended by extending the duration or increasing the total contract quantity of such agreement, provided however that during the Interim Period the daily or hourly quantity under an Existing Agreement of any buyer shall not be increased above the levels prior to such amendment (without duplication). 2.6.5 Until the Interim Period End Date, the Sellers shall have no liability to the Buyer for any portion of the Buyer’s Proper Nomination that the Sellers did not deliver to the Buyer when allocating deliveries claim in accordance with the provisions Insurance Policies and any amount received by DRD pursuant to such claim (less any deductible or excess paid in respect of Article 2.6.2(csuch claim by DRD) (such quantities shall hereinafter be referred to as “Permitted Delivery Reduction”). 2.6.6 Notwithstanding Article 2.6.5, in the event of Shortfall Gas during the Interim Period the following provisions shall apply: (a) [***], there shall be no Permitted Delivery Reductions and applied where relevant towards restoring or replacing the provisions of Articles 17.1-17.2 shall apply; (b) [***], the Permitted Delivery Reduction shall apply and the portion relevant damaged or destroyed parts of the Buyer’s Proper Nomination that was not tendered for delivery less the Permitted Delivery Reduction will constitute Shortfall Gas and the provisions of Articles 17.1-17.2 shall applyasset. 2.6.7 [***], and on such Day the Sellers have not made such quantities available for delivery to the Buyer then the provisions of Articles 17.1-17.2 shall apply. 2.6.8 At the Buyer’s request, the Sellers will provide the Buyer a written certificate duly signed by an officer of the Sellers’ Coordinator on behalf of all the Sellers, confirming that the allocation of Gas was made in accordance with the provisions of this Article 2.6. 2.6.9 In the event that the Buyer disputes the Sellers’ confirmation as to the allocation of Gas with respect to any Day during the Interim Period, the Buyer may, by written notice to the Sellers, require the matter to be referred for determination by the Expert pursuant to Article 19.3, such Expert to be an independent, certified public accountant. The Expert determination shall be made, if any, once for any Calendar Quarter during the Interim Period. 2.6.10 The Expert shall review the relevant information and records of the Sellers for the sole purpose of verifying the Sellers’ confirmation in relation to the allocation of Gas during the relevant period. The Sellers shall make available to the Expert details of the daily and hourly quantities that each buyer is entitled to nominate under the Existing Agreements and the Sellers’ Additional Agreements, and such other information as may be reasonably be required by the Expert for the purposes of this determination, provided however, that all information, data or documentation disclosed or delivered to the Expert in consequence of or in connection with the Expert’s appointment hereunder, shall be treated as confidential and shall not be disclosed or delivered to the Buyer or any other third party in any circumstances, unless such disclosure is required by a competent authority or for the purpose of a Dispute under this Agreement. 2.6.11 In the event that the Expert determines that the quantity of Gas actually allocated to the Buyer during such period is less than [***] of the quantity of Gas that was due to the Buyer pursuant to Article 2.6, then the Sellers shall bear and pay the costs and expenses of such Expert Determination, notwithstanding the provisions of Article 19.3.3(c) and the provisions of Articles 17.1-17.2 shall apply to such under-delivery. 2.6.12 In the event that the Expert determines that the quantity of Gas actually allocated to the Buyer during such period is [***] or more of the quantity of Gas due to the Buyer pursuant to Article 2.6, then Buyer shall bear and pay the costs and expenses of such Expert Determination, notwithstanding the provisions of Article 19.3.3(c).

Interim Period. Subject The Parties agree and confirm that as of and from the Closing Date until receipt by Buyer of confirmation from the Bergsstaten that the Licenses have been duly and properly transferred to applicable law and unless otherwise instructed Buyer or a wholly-owned subsidiary of the Buyer, as directed by any governmental body having authority in relation the Buyer prior to the supply of Gas under this Agreement (including any Allocation Order): 2.6.1 During the period commencing on the Interim Period Commencement Date and ending on the Interim Period End Date Closing (the “"Interim Period”), the supply by the Sellers of Gas to the Buyer under this Agreement shall be subject to the obligation of the Sellers (and the Yam-Tethys Partners as applicable) to supply Gas pursuant to the Existing Agreements in accordance with this Article 2.6. 2.6.2 For each Day of the Interim Period the allocation of Gas available for delivery from the Reservoir through the Sellers’ Facilities to customers in Israel shall be made as follows:"): (a) Seller will hold the Licenses in the event that the aggregate nominations for any Hour of such Day made by the buyers under the Existing Agreements trust for, and the buyers under the Sellers’ Additional Agreements (including Buyer’s Proper Nominations under this Agreement) do not exceed the Maximum Hourly Peak Capacityon behalf of, the Sellers shall make available for delivery Buyer to the Buyer the quantity Properly Nominated extent permitted by the Buyer for such Hour (calculated as one twenty-fourth (1/24) applicable Legal Requirements and shall not take or permit to be taken any action that would cause any of the Buyer’s Proper Nomination for such Day)Licenses to become subject to any Encumbrance; (b) if during the Interim Period the proposed exploration activities of Buyer or its Affiliates require the issue or receipt of any approval, consent or authorization of any Governmental Authority in the event that the aggregate nominations for any Hour of such Day made by the buyers under the Existing Agreements and the buyers under the Sellers’ Additional Agreements order to comply with Applicable Legal Requirements (including Buyer’s Proper Nominations under this Agreement) exceed the Maximum Hourly Peak Capacityan "Interim Permit"), the Sellers Seller shall deliver Gas as required take all reasonable commercial efforts to meet obtain such Interim Permit(s) on terms and conditions acceptable to Buyer and Seller, each acting reasonably and in full the nominations of the buyers under the Existing Agreements, in priority to delivering Gas to the Buyer under this Agreement and to other buyers under the other Sellers’ Additional Agreements; anda timely manner; (c) from the remaining quantity of Gas available for delivery by the Sellers for any Hour of such Day (if any) after allocating the quantities pursuant Seller will furnish promptly to Article 2.6.2(b), the Sellers shall make available for delivery to the Buyer a quantity of Gas to be calculated based on the ratio betweencopies of: (i) the Buyer’s Proper Nomination for such Hour each notice or other document delivered, filed or received by or on behalf of Seller in connection with any Interim Permits or Approval Requests; (calculated as one twenty-fourth ii) any filings made under applicable Legal Requirements in respect of any Interim Permits, Licenses or Approval Requests; (1/24iii) of the Buyer’s Proper Nomination for such Day) under this Agreementany documents related to dealings with Governmental Authorities in connection with any Interim Permits, Licenses or Approval Requests; and (iiiv) a written account of all relevant verbal information obtained from any Governmental Authority in connection with the total cumulative nominations for such Hour made to the Sellers by all the buyers under the Sellers’ Additional Agreements (including the Buyer)Licences, any Interim Permits or Approval Requests; (d) the supply of Gas by the Sellers on any Hour of such Day to other customers in Israel under any spot sales or gas sale agreements (which are not Existing Agreements or Sellers’ Additional Agreements), shall be effected only after the obligation of the Sellers (and the Yam-Tethys Partners as applicable) to supply Gas under the Existing Agreements and under the Sellers’ Additional Agreements is complied with in full. 2.6.3 In relation to the supply of Gas by the Sellers to customers in Israel during the Interim PeriodSeller will not, and unless otherwise agreed with the Buyerwill not cause or authorize, the Sellers shall not: (a) add any new gas sale and purchase agreements to the list amendment, suspension or revocation of Existing Agreements; (b) add any new gas sale and purchase agreements to the Sellers’ Additional Agreements, except if such new agreements fall within the maximum permitted hourly quantity of the Sellers’ Additional Agreements pursuant to Article 1.1.99; (c) deliver, pursuant to the Existing Agreements and the Sellers’ Additional Agreements, quantities in excess of the daily or hourly quantities they are required to deliver thereunder, except if the delivery of such excess quantities during the Interim Period will be subordinate to the Proper Nominations of the Buyer; (d) amend the Existing Agreements by increasing the daily or hourly quantities that the buyers under the Existing Agreements may nominate, except if the delivery of such additional quantities during the Interim Period will be subordinate to the Proper Nominations of the BuyerPermits; orand (e) amend the Sellers’ Additional Agreements by increasing the daily or hourly quantities that the buyers under the Sellers’ Additional Agreements may nominate except if such additional quantities fall within the maximum permitted hourly quantity of the Sellers’ Additional Agreements pursuant to Article 1.1.99 or if the delivery of such additional quantities during the Interim Period will be subordinate to the Proper Nominations of the Buyer. 2.6.4 For the avoidance of doubt it is hereby clarified that any Existing Agreement may be amended by extending the duration or increasing the total contract quantity of such agreement, provided however that during the Interim Period the daily or hourly quantity under an Existing Agreement of any buyer shall not be increased above the levels prior to such amendment (without duplication). 2.6.5 Until the Interim Period End Date, the Sellers shall have no liability to the Buyer for any portion of the Buyer’s Proper Nomination that the Sellers did not deliver to the Buyer when allocating deliveries in accordance with the provisions of Article 2.6.2(c) (such quantities shall hereinafter be referred to as “Permitted Delivery Reduction”). 2.6.6 Notwithstanding Article 2.6.5, in the event of Shortfall Gas during the Interim Period the following provisions shall apply: (a) [***], there shall be no Permitted Delivery Reductions and the provisions of Articles 17.1-17.2 shall apply; (b) [***], the Permitted Delivery Reduction shall apply and the portion of the Buyer’s Proper Nomination that was not tendered for delivery less the Permitted Delivery Reduction will constitute Shortfall Gas and the provisions of Articles 17.1-17.2 shall apply. 2.6.7 [***], and on such Day the Sellers have not made such quantities available for delivery to the Buyer then the provisions of Articles 17.1-17.2 shall apply. 2.6.8 At the Buyer’s request, the Sellers Seller will provide the Buyer a written certificate duly signed by an officer of the Sellers’ Coordinator on behalf of all the Sellers, confirming that the allocation of Gas was made in accordance with the provisions of this Article 2.6. 2.6.9 In the event that the Buyer disputes the Sellers’ confirmation as to the allocation of Gas with respect to any Day during the Interim Period, the Buyer may, by written notice to the Sellers, require the matter to be referred for determination by the Expert pursuant to Article 19.3, such Expert to be an independent, certified public accountant. The Expert determination shall be made, if any, once for any Calendar Quarter during the Interim Period. 2.6.10 The Expert shall review the relevant information and records of the Sellers for the sole purpose of verifying the Sellers’ confirmation in relation to the allocation of Gas during the relevant period. The Sellers shall make available to the Expert details of the daily and hourly quantities that each buyer is entitled to nominate under the Existing Agreements and the Sellers’ Additional Agreements, and such other information (including the status of the Approval Requests) as Buyer may be reasonably be required by request regarding any Interim Permits, Licenses and Approval Requests from time to time, and permit Buyer as much time as practicable to comment on any of the Expert for the purposes of this determinationforegoing material and, provided howeverincorporate such comments, that all information, data or documentation disclosed or delivered to the Expert in consequence of or in connection with the Expert’s appointment hereunder, shall be treated as confidential and shall not be disclosed or delivered to the Buyer or any other third party in any circumstancesdealings regarding any Interim Permits, unless such disclosure is required by a competent authority Licenses or for the purpose of a Dispute under this AgreementApproval Requests. 2.6.11 In the event that the Expert determines that the quantity of Gas actually allocated to the Buyer during such period is less than [***] of the quantity of Gas that was due to the Buyer pursuant to Article 2.6, then the Sellers shall bear and pay the costs and expenses of such Expert Determination, notwithstanding the provisions of Article 19.3.3(c) and the provisions of Articles 17.1-17.2 shall apply to such under-delivery. 2.6.12 In the event that the Expert determines that the quantity of Gas actually allocated to the Buyer during such period is [***] or more of the quantity of Gas due to the Buyer pursuant to Article 2.6, then Buyer shall bear and pay the costs and expenses of such Expert Determination, notwithstanding the provisions of Article 19.3.3(c).