Common use of Operator Clause in Contracts

Operator. The Operator shall be the only person responsible, on behalf of the Consortium, for conduct and development of all activities of Exploration, Assessment, Development, Production, and decommissioning of the facilities under the Agreement. The Operator is the only member of the Consortium that, on its behalf and within the limits defined by the Operating Committee, may execute agreements, enforce or undertake expenditure commitments, and take other actions related to the development of the activities of Exploration and Production of Oil and Gas in the Contract Area. The Operator shall be responsible for representing the Consortium before regulators, inspecting authorities, and other external entities. The Operator shall represent the Consortium Members judicially and extrajudicially. The Operator of this Agreement shall have at least a thirty percent (30%)-share in the equity rights and obligations of the Consortium in the Contract Area. The Operator may resign its position, being subject to the conditions required by ANP. The Operator shall: act in compliance with this Agreement, the Applicable Laws and Regulations, and determinations of the Operating Committee; conduct the Operations in a diligent, safe, and efficient manner, pursuant to the Best Practices of the Oil Industry, having No Loss or Gain in its capacity of Operator; notify the Operating Committee and ANP of any Discovery inside the Contract Area, according to Section Twelve of the Agreement; conduct the Operations with Exclusive Risks pursuant to Section IV of this Annex; prepare the Work and Budget Programs and other documents to be submitted to examination of the Operating Committee, under the terms of this Agreement; prepare and send to ANP, after definition of the Operating Committee, the plans, programs, and reports required by the regulator; issue the Authorization for Expenditure to develop the activities approved by the Operating Committee in the Annual Work Program and call for contribution to pay the Consortium expenses; render accounts to the Consortium, as established under this Agreement and by the Operating Committee; obtain the relevant legal licenses and permits required to conduct the operations in the Contract Area; provide the non-Operator Consortium Members with access to the facilities and records of the Operations, upon their prior request; undertake responsibility for the payment of the Royalties payable on behalf of the Contractors; represent the non-Operator Consortium Members when contacting ANP; in case of emergency, take the necessary measures to protect life, the environment, the facilities, and the equipment; keep the non-Operator Consortium Members informed of the activities in progress arising from performance of this Agreement; propose to the Operating Committee the matters of the Table of Competences and Resolutions; manage the Exploration and Production projects regarding the Agreement through a methodology based on the market references and with a structure centralized in and coordinated from a project management office, aiming at standardizing the governance processes related to the projects, as well as to planning, organization, conduct, control, documentation, and completion of its activities. The Operator shall provide to the other Consortium Members the following data and reports as they are prepared or compiled during conduct of the Operations: copies of all records or researches, including in electronic format, if any; daily drilling reports; copies of all essential tests and data and of analysis reports; final drilling report; copy of line interconnection reports; final copies of geological and geophysical maps, seismic sections, and objectives; engineering studies, development projects, and progress reports of the development projects; daily bulletin of the Production of Oil and Gas with record of production losses and burnings; field data and also performance reports, including Reservoir studies and reserve estimates; copies of all reports regarding material of Operations in the Contract Area or provided to ANP; copies of the engineering projects of each well, including any reviews; periodic reports with safety, health, and environment indicators regarding the Operations; and other studies and reports established by the Operating Committee. The Operator shall promptly notify the Consortium Members of administrative complaints and lawsuits related to the Operations. The Operator shall provide quarterly reports to the Consortium Members with updated administrative complaints and lawsuits related to the Operations. Additional information arising from execution of the Operations in the Contract Area may be requested, at any time, to the Operator by the Contractors, at their own expenses. The Manager shall receive additional information with no costs. The Contractors are jointly liable for any losses and damages caused in the execution of the Operations and to each other, according to their respective shares, except when the Operator, at high managerial level (General Manager of the Operating Unit, Executive Manager, or equivalent, at least), proceeds with evidenced direct or eventual willful misconduct or gross negligence, cases in which it shall bear all losses, damages, costs, expenses and liabilities, and general burdens resulting therefrom on an individual basis.

Operator. The Operator shall be the only person responsible, on behalf of the Consortium, for conduct and development of all activities of Exploration, Assessment, Development, Production, and decommissioning of the facilities under the Agreement. The Operator is the only member of the Consortium that, on its behalf and within the limits defined by the Operating Committee, may execute agreements, enforce or undertake expenditure commitments, and take other actions related to the development of the activities of Exploration and Production of Oil and Gas in the Contract Area. The Operator shall be responsible for representing the Consortium before regulators, inspecting authorities, and other external entities. The Operator shall represent the Consortium Members judicially and extrajudicially. The Operator of this Agreement shall have at least a thirty percent (30%)-share in the equity rights and obligations of the Consortium in the Contract Area. The Operator may resign its position, being subject to the conditions required by ANP. The Operator shall: act in compliance with this Agreement, the Applicable Laws and Regulations, and determinations of the Operating Committee; conduct the Operations in a diligent, safe, and efficient manner, pursuant to the Best Practices of the Oil Industry, having No Loss or Gain in its capacity of Operator; notify the Operating Committee and ANP of any Discovery inside the Contract Area, according to Section Twelve of the Agreement; conduct the Operations with Exclusive Risks pursuant to Section IV of this Annex; prepare the Work and Budget Programs and other documents to be submitted to examination of the Operating Committee, under the terms of this Agreement; prepare and send to ANP, after definition of the Operating Committee, the plans, programs, and reports required by the regulator; enter into any Production Individualization Agreements on behalf of the Consortium Members; issue the Authorization for Expenditure to develop the activities approved by the Operating Committee in the Annual Work Program and call for contribution to pay the Consortium expenses; render accounts to the Consortium, as established under this Agreement and by the Operating Committee; obtain the relevant legal licenses and permits required to conduct the operations in the Contract Area; provide the non-Operator Consortium Members with access to the facilities and records of the Operations, upon their prior request; undertake responsibility for the payment of pay the Royalties payable due on behalf of the Contractors; represent the non-Operator Consortium Members when contacting ANP; in case of emergency, take the necessary measures to protect life, the environment, the facilities, and the equipment; keep the non-Operator Consortium Members informed of the activities in progress arising from performance of this Agreement; propose to the Operating Committee the matters of the Table of Competences and Resolutions; . manage the Exploration and Production projects regarding the Agreement through a methodology based on the market references and with a structure centralized in and coordinated from a project management office, aiming at standardizing the governance processes related to the projects, as well as to planning, organization, conduct, control, documentation, and completion of its activities. The Operator shall provide to the other Consortium Members the following data and reports as they are prepared or compiled during conduct of the Operations: copies of all records or researches, including in electronic format, if any; daily drilling reports; copies of all essential tests and data and of analysis reports; final drilling report; copy of line interconnection reports; final copies of geological and geophysical maps, seismic sections, and objectives; engineering studies, development projects, and progress reports of the development projects; daily bulletin of the Production of Oil and Gas with record of production losses and burnings; field data and also performance reports, including Reservoir studies and reserve estimates; copies of all reports regarding material of Operations in the Contract Area or provided to ANP; copies of the engineering projects of each well, including any reviews; periodic reports with safety, health, and environment indicators regarding the Operations; and other studies and reports established by the Operating Committee. The Operator shall promptly notify the Consortium Members of administrative complaints and lawsuits related to the Operations. The Operator shall represent the Consortium Members judicially and extrajudicially. The Operator shall provide quarterly reports to the Consortium Members with updated administrative complaints and lawsuits related to the Operations. Additional information arising from execution of the Operations in the Contract Area may be requested, at any time, to the Operator by the Contractors, at their own expenses. The Manager shall receive additional information with no costs. The Contractors are jointly liable for any losses and damages caused in the execution of the Operations and to each other, according to their respective shares, except when the Operator, at high managerial level (General Manager of the Operating Unit, Executive Manager, or equivalent, at least), proceeds with evidenced direct or eventual willful misconduct or gross negligence, cases in which it shall bear all losses, damages, costs, expenses and liabilities, and general burdens resulting therefrom on an individual basis.

Operator. The Operator shall Petroleo Brasileiro S.A. - Petrobras, for the whole duration of this Contract, will be the Operator and, as such, the only person one responsible, on behalf of the Consortium, for conduct leading and development of carrying out all activities of Exploration, AssessmentEvaluation, Development, Production, Production and decommissioning of facilities within the facilities under the AgreementContract. The Operator is the only member of the Consortium thatwhich, on its behalf and within the limits defined by the Operating Operational Committee, may execute agreementssign contracts, enforce carry out or undertake make commitments of expenditure commitments, and take other actions related to the development exercise of the activities of Exploration and Production of Oil and Natural Gas in the Contract AreaArea of the Contract. The Operator shall be responsible for representing the Consortium before regulators, inspecting authorities, regulatory bodies and supervisors and other external entities. The Operator shall represent the Consortium Members judicially and extrajudicially. The Operator of this Agreement shall have Contract will hold, at least a minimum, a 30% (thirty percent (30%)-share in percent) share over the equity rights and obligations of the Consortium in the Contract AreaArea of the Contract. The Operator may resign its position, being subject to the conditions required by ANP. The Operator shallmust: act Act in compliance accordance with this Agreement, the Applicable Laws Legislation and Regulations, and the determinations of the Operating Operational Committee; conduct the Operations . Conduct operations in a diligent, safe, efficient and efficient manner, pursuant to secure way in accordance with the Best Practices of the Oil Industry, having taking into account the No Gain No Loss or Gain in Principle due to its capacity of condition as Operator; notify . Notify the Operating Operational Committee and ANP of any Discovery inside within the Contract Area, according to Section Twelve Area of the AgreementContract, as per Clause Twelfth - Discovery and Evaluation; conduct Perform operations with Exclusive Risks as per the Operations with Exclusive Risks pursuant to Section IV of this AnnexRisks; prepare Prepare the Work and Budget Programs Schedules and other documents to be submitted to examination for the consideration of the Operating Operational Committee, under the terms according to Section I - Operational Committee, of this AgreementContract; prepare Prepare and send to ANP, after definition of the Operating Operational Committee, the plans, programs, schedules and reports required by the regulatorregulatory body; issue Sign, on behalf of the Contracted Party, any Production Individualization Agreements; Issue Authorization of Expenditure for Expenditure to develop the implementation of activities approved by the Operating Operational Committee in on the Annual Work Program Plan and call get funds to make payment of the costs of the Consortium; Make the accountability for contribution to pay the Consortium expenses; render accounts to the Consortium, as established under set forth in this Agreement Contract and by the Operating Operational Committee; obtain Obtain the relevant legal appropriate licenses and permits required to conduct legal permissions necessary for carrying out the operations in the Contract AreaArea of the Contract; provide Provide the non-Operator Consortium Members Member with access to the facilities premises and records of the OperationsTransactions, upon their prior request; undertake responsibility for the payment of the Royalties payable on behalf of the Contractors; represent Represent the non-Operator Consortium Members when contacting Member in contacts with ANP; in In case of emergency, take the measures necessary measures to protect for the protection of life, the environment, the facilities, facilities and the equipment; keep Keep the non-Operator Consortium Members informed of the ongoing activities in progress arising from performance the execution of this Agreement; propose Contract. Propose to the Operating Operational Committee the matters affairs of the Table of Competences and Resolutions; manage the Exploration and Production projects regarding the Agreement through a methodology based on the market references and with a structure centralized in and coordinated from a project management office, aiming at standardizing the governance processes related to the projects, as well as to planning, organization, conduct, control, documentation, and completion of its activitiesDeliberation. The Operator shall provide to the other Consortium Members with the following data and reports as they are prepared produced or compiled during conduct on the basis of the implementation of the Operations: copies Copies of all records or researchessurveys, including even in electronic digital format, if any; daily Daily drilling reports; copies Copies of all essential tests and essential data and of analysis reports; final Final drilling report; copy Copies of line the lines interconnection reports; final Final copies of geological and geophysical maps, seismic sections, sections and objectives; engineering Engineering studies, development projects, projects and reports on the progress reports of the development projects; daily Daily bulletin on the production of the Production of Oil oil and Gas natural gas with record records of production losses and burningsxxxxx; field Field data and also the performance reports, including Reservoir studies of reservoir and reserve estimatesthe estimates of reserves; copies Copies of all reports regarding relating to material of Operations in the Area of the Contract Area or provided by the Operator to ANP; copies , Copies of the engineering projects of for each well, including any reviewsrevisions; periodic Periodic reports with indicators of safety, healthhealth and environment, and environment indicators regarding referring to the Operations; and other Other studies and reports established determined by the Operating Operational Committee. The Operator shall promptly notify the Consortium Members of administrative complaints and lawsuits related relevant judicial actions that have any reference to the Operations. The Operator shall represent the Consortium Members either judicial or extra judicially. The Operator shall provide quarterly reports to the Consortium Members with updated quarterly reports with updates of administrative complaints and lawsuits related legal actions relating to the Operations. Additional information Information arising from execution the implementation of the Operations in the Area of the Contract Area may be requested, requested at any time, time to the Operator by the ContractorsConsortium Members, at their its own expensesexpense. The Manager shall Managing Party will receive the additional information with no costswithout cost. The Contractors amounts provided in the caput will not be recovered in the Cost Oil. The members of the Consortium, except the Managing Party, as per paragraph 2.7 2.7 of the Contract, are jointly and severally liable for any losses and damages caused incurred in the execution of the Operations and to each other, according to their respective sharesOperations, except when the Operator, at high managerial its management-level (General Manager of the Operating Unit, Operational Unit or Executive Manager) commits fraud, direct or eventual, or equivalentserious misconduct, at least), proceeds with evidenced direct or eventual willful misconduct or gross negligence, cases in assumptions on which it shall bear should afford alone for all the losses, damages, costs, expenses and liabilitiesliabilities resulting from such behavior. Within 30 (thirty) days after the date of establishment of the Operational Committee, the Operator shall deliver to the members of the Committee, the proposed Work and general burdens resulting therefrom Budget Schedule detailing the Operations to be performed for the remainder of the current calendar year and, if necessary, for the following year. Within 30 (thirty) days after delivery, the Operational Committee should meet to discuss and decide on the Work and Budget Schedule. Up to the 1st day of September of each calendar year, the Operator shall deliver to the Consortium Members a proposal for a Work and Budget Schedule detailing the operations to be performed in the following year. Within 30 (thirty) days after delivery of such schedule, the Operational Committee should meet to discuss and decide on the Work and Budget Schedule. If the Operational Committee does not approve certain Operations contained in the Work and Budget Schedule proposed, any Contracted Party may subsequently propose accomplishing it as an individual basisOperation with Exclusive Risks as provided for the Operations with Exclusive Risks. If the Work and Budget Schedule is approved by Operational Committee, the Operator must take the measures necessary to submit it to ANP. If ANP requires changes to the Work and Budget Schedule, the matter should be again submitted to the Operational Committee for further examination, following the procedures and deadlines set out in the preceding paragraphs. The Work and Budget Schedules in the Exploration Phase should include, at least, part of the obligations of the Minimum Exploratory Program, which must be carried out during the current calendar year, in accordance with the Contract. Any Work and Budget Schedule approved may be revised by the Operational Committee when deemed convenient. To the extent that such revisions are approved by the Operational Committee, the Work and Budget Schedule should be amended and the Operator, when this occurs, prepare and submit such amendments to ANP, as required in this Contract.

Operator. The Operator shall be the only person sole responsible, on behalf of the Consortium, for conduct conducting and development of developing all activities of Exploration, Assessment, Development, Production, and decommissioning of the facilities under the Agreement. The Operator is the only member of the Consortium that, on its behalf and within the limits defined by the Operating Committee, may execute agreements, enforce or undertake expenditure commitments, and take other actions related to the development of the activities of Exploration and Production of Oil and Gas in the Contract Area. The Operator shall be that responsible for representing the Consortium before regulatorsregulatory authorities, inspecting authorities, and other external entities. The Operator shall represent the Consortium Members judicially and extrajudicially. The Operator of this Agreement shall have at least a thirty percent (30%)-share in the equity property rights and obligations of the Consortium in the Contract Area. The Operator may resign its position, being subject to the conditions required by ANP. The Operator shall: act in compliance with this Agreement, the Applicable Laws and Regulations, and determinations the orders of the Operating Committee; conduct the Operations in a diligent, safe, and efficient manner, pursuant to in compliance with the Best Practices of the Oil Industry, having pursuant to the “No Loss or Gain Gain, No Loss” Principle in its capacity position of Operator; notify the Operating Committee and ANP of any Discovery inside the Contract Area, according to Section Twelve of the Agreement; conduct the Operations with Exclusive Risks pursuant to Section IV of this Annexannex; prepare develop the Budget and Work and Budget Programs and other documents to be submitted to examination of by the Operating Committee, under the terms of this Agreement; prepare develop and send to ANP, after definition of when the Operating CommitteeCommittee is defined, the plans, programs, and reports required by the regulatorregulatory authority; issue the Authorization for Expenditure to develop the activities approved by the Operating Committee in the Annual Work Program and call for fund contribution to pay the Consortium expenses; render accounts to the Consortium, as established under in this Agreement and by the Operating Committee; obtain the relevant legal licenses and permits required to conduct the operations in the Contract Area; provide the non-Operator Consortium Members with access to the facilities and records of the Operations, upon their prior request; undertake assume responsibility for the payment of the Royalties payable on behalf of the ContractorsContracted Parties; represent the non-Operator Consortium Members when contacting ANP; in case of emergency, take the necessary measures to protect life, the environment, the facilities, and the equipment; keep the non-Operator Consortium Members informed of the activities in progress arising from performance of this Agreement; propose to the Operating Committee the matters of in the Table of Competences and Resolutions; manage the Exploration and Production projects regarding the Agreement through a using methodology based on the market references and with a structure centralized in and coordinated from a project management office, aiming at standardizing the governance processes related to the projects, as well as to planning, organization, conduct, control, documentation, and completion of its activities. The Operator shall provide to the other Consortium Members the following data and reports as they are prepared or compiled during conduct of the Operations: copies of all records or researches, including those in electronic format, if any; daily drilling reports; copies of all essential tests and data and of analysis reports; drilling final drilling report; copy copies of the line interconnection reports; final copies of geological and geophysical maps, seismic sections, and objectives; engineering studies, development projects, and progress reports of on the development projects; daily bulletin of the Production of Oil and Gas with a record of production losses and burnings; field data and also performance reports, including Reservoir studies and reserve estimates; copies of all reports regarding material of Operations in the Contract Area or provided to ANP; copies of the engineering projects of each well, including any reviewsrevisions thereto; periodic reports with safety, health, and environment indicators regarding the Operations; and other studies and reports established by the Operating Committee. The Operator shall promptly notify the Consortium Members of administrative complaints and lawsuits related to the Operations. The Operator shall provide quarterly reports to the Consortium Members with updated administrative complaints and lawsuits related to the Operations. Additional information arising from execution conduct of the Operations in the Contract Area may be requested, at any time, to the Operator by the ContractorsContracted Parties, at their own expenses. The Manager shall receive additional information with no costs. The Contractors Contracted Parties are jointly liable for any losses and damages caused in the execution of the Operations and to each other, according to their respective shares, except when the Operator, at in high managerial level (General Manager of the Operating Unit, Executive Manager, or equivalent, at least), proceeds proceed with evidenced direct or eventual evidenced willful misconduct or gross negligencemisconduct, cases in which it shall bear all losses, damages, costs, expenses and liabilities, and general burdens resulting therefrom on an individual basisresulting.

Operator. 1. Contractor Group has the exclusive responsibility for executing the Petroleum Operations, except as provided in Article 30. 2. Under the Concession Decrees, XXXX is the Operator which carries out Petroleum Operations on a no profit, no loss basis on behalf of the Contractor Group within the Concession Area. Change of Operator shall require the prior approval of the Ministry of Petroleum following a proposal from Sonangol. 3. Any agreement amongst the Contractor Group companies regarding or regulating the Operator's conduct in relation to this Contract shall not go against the Law and this Contract and must be submitted to Sonangol for comments prior to execution thereof. If Sonangol does not answer within sixty (60) days after the submission of such an agreement, then Contractor Group may conclude such agreement. 4. The Operator will be subjected to all of the specific obligations provided for in this Agreement, the Concession Decrees and other applicable legislation and, under the general authority of the Operating Committee, shall have the exclusive control and administration of the Petroleum Operations. 5. The Operator shall be the only person responsibleentity which, on behalf of the Consortium, for conduct and development of all activities of Exploration, Assessment, Development, Production, and decommissioning of the facilities under the Agreement. The Operator is the only member of the Consortium that, on its behalf Contractor Group and within the limits defined by the Operating Committee, that may execute agreementscontracts, enforce or undertake expenditure commitmentsincur into expenses, agree on commitments and take implement other actions related to in connection with the development conduct of Petroleum Operations. 6. In the event of the activities occurrence of Exploration and Production of Oil and Gas in the Contract Area. The Operator shall be responsible for representing the Consortium before regulators, inspecting authorities, and other external entities. The Operator shall represent the Consortium Members judicially and extrajudicially. The Operator of this Agreement shall have at least a thirty percent (30%)-share in the equity rights and obligations any of the Consortium in the Contract Area. The Operator may resign its positionfollowing, being subject Sonangol can require Contractor Group to the conditions required by ANP. The Operator shall: act in compliance with this Agreement, the Applicable Laws and Regulations, and determinations of the Operating Committee; conduct the Operations in a diligent, safe, and efficient manner, pursuant to the Best Practices of the Oil Industry, having No Loss or Gain in its capacity of immediately propose another Contractor Group’ company as Operator; notify the Operating Committee and ANP of any Discovery inside the Contract Area, according to Section Twelve of the Agreement; conduct the Operations with Exclusive Risks pursuant to Section IV of this Annex; prepare the Work and Budget Programs and other documents to be submitted to examination of the Operating Committee, under the terms of this Agreement; prepare and send to ANP, after definition of the Operating Committee, the plans, programs, and reports required by the regulator; issue the Authorization for Expenditure to develop the activities approved by the Operating Committee in the Annual Work Program and call for contribution to pay the Consortium expenses; render accounts to the Consortium, as established under this Agreement and by the Operating Committee; obtain the relevant legal licenses and permits required to conduct the operations in the Contract Area; provide the non-Operator Consortium Members with access to the facilities and records of the Operations, upon their prior request; undertake responsibility for the payment of the Royalties payable on behalf of the Contractors; represent the non-Operator Consortium Members when contacting ANP; in case of emergency, take the necessary measures to protect life, the environment, the facilities, and the equipment; keep the non-Operator Consortium Members informed of the activities in progress arising from performance of this Agreement; propose to the Operating Committee the matters of the Table of Competences and Resolutions; manage the Exploration and Production projects regarding the Agreement through a methodology based on the market references and with a structure centralized in and coordinated from a project management office, aiming at standardizing the governance processes related to the projects, as well as to planning, organization, conduct, control, documentation, and completion of its activities. The Operator shall provide to the other Consortium Members the following data and reports as they are prepared or compiled during conduct of the Operations: copies of all records or researches, including in electronic format, : (a) if any; daily drilling reports; copies of all essential tests and data and of analysis reports; final drilling report; copy of line interconnection reports; final copies of geological and geophysical maps, seismic sections, and objectives; engineering studies, development projects, and progress reports of the development projects; daily bulletin of the Production of Oil and Gas with record of production losses and burnings; field data and also performance reports, including Reservoir studies and reserve estimates; copies of all reports regarding material of Operations in the Contract Area or provided to ANP; copies of the engineering projects of each well, including any reviews; periodic reports with safety, health, and environment indicators regarding the Operations; and other studies and reports established by the Operating Committee. The Operator shall promptly notify the Consortium Members of administrative complaints and lawsuits related to the Operations. The Operator shall provide quarterly reports to the Consortium Members with updated administrative complaints and lawsuits related to the Operations. Additional information arising from execution of the Operations in the Contract Area may be requested, at any time, to the Operator by the Contractors, at their own expenses. The Manager shall receive additional information with no costs. The Contractors are jointly liable for any losses and damages caused in the execution of the Operations and to each other, according to their respective shares, except when the Operator, at high managerial level by action or omission, commits a serious fault in carrying out its obligations and if this fault is not remedied to the satisfaction of Sonangol within a period of XX (General Manager XX) days with effect from the date of receipt by the Operator of written notice issued by Sonangol requesting the Operator to remedy such fault (or within a longer period of time if so specified in the notice, or as agreed later by Sonangol); (b) If a sentence has been passed in court declaring the bankruptcy, liquidation or dissolution of the Operating Unit, Executive ManagerOperator, or equivalentif, at least)in the court action taken in order to obtain such declaration, proceeds with evidenced direct any interim or eventual willful misconduct or gross negligenceconservatory judicial ruling has been made, cases in which it shall bear all losses, damages, costs, expenses and liabilities, and general burdens resulting therefrom on an individual basis.prevents the Operator from fulfilling its obligations under this Agreement;

Operator. 8.1 Operator‌ (a) AE Sweden shall be, or shall have the right to appoint a Qualified Affiliate to be, the operator (the "Operator") of the Barsele Project to act for and on behalf of the Company. The Operator will be responsible for preparing, in accordance with Section 8.3, (i) work programs relating to work and related activities to be conducted on or in respect of the Barsele Project and (ii) budgets providing for such work and activities together with any reserves determined appropriate by the Operator or by the Management Committee in accordance with Section 8.6 and any overhead, head office or other expenses of the Company (collectively, "Work Programs and Budgets"), and for carrying out all Approved Work Programs and Budgets.‌ (b) Without limiting the generality of Section 8.1(a), the Operator shall have the following powers and duties in respect of Barsele Operations:‌ (i) the Operator shall manage, direct, and control all Barsele Operations; (ii) the Operator shall implement the decisions of the Management Committee made in accordance with this Agreement, cause the Company to make all expenditures necessary to carry out Approved Work Programs and Budgets, and, during the Joint Funding Period, promptly advise the Company if it lacks sufficient funds to carry out its responsibilities under this Agreement; (iii) the Operator shall, or shall make arrangements for the Company to (subject to the availability of funds in the Company): (A) make or arrange for all payments required by leases, licences, permits, contracts, Mineral Rights and other agreements related to the Barsele Project; (B) pay all taxes and royalties (including income taxes), assessments and like charges on Barsele Operations as and when due, except taxes determined or measured by a Shareholder's sales revenue or net income, which will be that Shareholder's own responsibility; and (C) use its commercially reasonable efforts to do all other acts as may be reasonably necessary or advisable in the reasonable judgment of the Operator to maintain and preserve the Mineral Rights and the Barsele Project assets while this Agreement is in effect; (iv) the Operator shall make arrangements for the Company to (subject to the availability of funds in the Company) use its commercially reasonable efforts to: (A) keep the Properties free and clear of any title defect or Encumbrance arising after the Effective Date, except Encumbrances specifically approved by the Management Committee, and (B) keep the Barsele Project assets free and clear of any Encumbrance arising after the Effective Date, except Encumbrances existing at the time of, or created concurrently with, the acquisition of such assets, or mechanic's or materialman's liens (which shall be contested, released or discharged in a diligent manner) or Encumbrances specifically approved by the only person responsibleManagement Committee; (v) the Operator shall, on behalf of the ConsortiumCompany, use its commercially reasonable efforts to: (A) apply for conduct all necessary permits and development licences and approvals, including any renewals thereof; (B) comply in all material respects with all applicable Legal Requirements; (C) promptly notify the Management Committee in writing of any allegations of substantial violation of such Legal Requirements; and (D) prepare and file all activities reports and notices required for Barsele Operations pursuant to the Legal Requirements; (vi) the Operator shall keep and maintain all required accounting and financial records pursuant to accounting procedures to be prescribed by the Management Committee, which procedures shall be in accordance with customary cost accounting practices in the mining industry; (vii) the Operator shall keep and maintain all required records, make elections and prepare and file all tax returns or other forms required to be filed by the Company under applicable Laws; (viii) the Operator shall keep and maintain, or cause to be kept or maintained, all required books and records of Explorationthe Company and other books and records relating to the Barsele Project; (ix) the Operator shall arrange for any audit required under the Laws of Sweden; (x) the Operator shall maintain the insurance policies and coverage of the Company, Assessmentwhich shall have terms and coverage consistent with industry standards; (xi) The Operator shall prepare, Developmenton a quarterly basis and on an annual basis, Productiona written report (the "Quarterly Operations Report" and the "Annual Operations Report", respectively) that details the Barsele Operations undertaken, expenditures (including Exploration Expenditures, PFS Expenditures and Joint Funded Expenditures) incurred and the results of the Barsele Operations and variance with respect to Work Programs and Budgets or Approved Work Programs and Budgets, as applicable, with accompanying and supporting documents and information, such as, accounting and financial records, pertinent plans, assays, maps, surveys, analyses, reports, drill logs and other engineering data, core, pulps and any other information required to be prepared under Legal Requirements, and decommissioning submit the Quarterly Operations Report to the Company within 30 days of the facilities under end of each quarterly accounting period and the Agreement. The Operator is the only member Annual Operations Report within 60 days of the Consortium that, end of each annual accounting period; (xii) the Operator shall be entitled to enter into contracts on its behalf and within the limits defined by the Operating Committee, may execute agreements, enforce or undertake expenditure commitments, and take other actions related to the development of the activities of Exploration and Production of Oil and Gas Company that are in the Contract Area. The ordinary course of the Company's business; (xiii) the Operator shall be responsible for representing all interaction with any Governmental Authority relating to the Consortium before regulatorsCompany or the Barsele Operations; including in relation to the Mineral Rights and any other Governmental Authorizations; (xiv) the Operator shall have the authority to hire, inspecting authoritiesretain, engage, assume, lay- off, sever, terminate or discharge all employees and consultants of or to the Company, and any other external entitiespersons in any way involved in the Company or the Barsele Operations (to the extent of such involvement); (xv) the Operator shall be responsible for prosecuting and defending, but shall not initiate or settle where the amount of any such Claim or settlement exceeds $25,000 without consent of the Management Committee, all litigation or administrative proceedings involving the Company or arising out of the Barsele Project or Barsele Operations; (xvi) the Operator shall review all invoices to the Company for approval and arrange for payment by the Company of all invoices approved by the Operator pursuant to procedures, if any, approved by the Management Committee; (xvii) the Operator shall, at a Shareholder's reasonable request and at the requesting Shareholder's expense (i) grant access to the requesting Shareholder during regular business hours to the Company's books and records and any other books and records relating to the Barsele Project, and (ii) provide such additional information to the requesting Shareholder, to satisfy the requesting Shareholder's audit, reporting, governance and regulatory requirements; (xviii) the Operator shall perform its duties and obligations and all exploration work in a sound and workmanlike manner, in accordance with sound mining and engineering practices, and in material compliance with all applicable Laws and in compliance with this Agreement; (xix) the Operator shall oversee the marketing of Mineral Products in accordance with policies approved by the Management Committee from time to time; (xx) the Operator may, in accordance with this Agreement, oversee the preparation and completion of any preliminary economic assessment, Pre- Feasibility Study, feasibility study or Technical Report that is authorized by the Management Committee; (xxi) the Operator shall include in each Work Program and Budget and Approved Work Program and Budget, as applicable, sufficient funding to implement the Environmental Compliance plan and to satisfy the financial assurance requirements of any applicable Law or contractual obligation pertaining to Environmental Compliance; (xxii) the Operator shall undertake to perform Continuing Obligations when and as economic and appropriate, whether before or after termination of the Company. The Operator shall represent have the Consortium Members judicially right to delegate performance of Continuing Obligations to persons having demonstrated skill and extrajudiciallyexperience in relevant disciplines. As part of each Work Program and Budget and Approved Work Program and Budget, as applicable, submittal, the Operator shall specify in such Work Program and Budget or Approved Work Program and Budget, as applicable, the measures to be taken for performance of Continuing Obligations and the cost of such measures. The Operator shall keep the Management Committee reasonably informed about the Operator's efforts to discharge Continuing Obligations. Authorized representatives of this Agreement each Shareholder, upon reasonable notice being provided to the Operator, shall have at least a thirty percent (30%)-share in the equity rights right from time to time to enter the Properties during business hours to inspect work directed toward satisfaction of Continuing Obligations, provided that such Shareholder’s representatives comply with all safety and obligations other rules of the Consortium Operator regarding the Barsele Operations; and (xxiii) the Operator may undertake all other activities reasonably necessary to fulfil the foregoing. (c) Unless otherwise determined by the Management Committee, the Operator shall provide to, or procure for, the Company all materials and services used by the Company or in connection with the Contract AreaBarsele Project or the Barsele Operations. (d) For greater certainty, nothing in this Section 8.1 shall require the Operator to make payments out of its own monies other than in its capacity as a Shareholder. (e) The Company shall execute an irrevocable power of attorney or powers of attorney in favour of the Operator and such other documents as are required to grant the Operator sufficient authority to carry out each of its powers and duties set out in this Agreement. (f) In the performance of its duties as Operator, the Operator shall act strictly as an independent contractor and not as an agent of the Shareholders or any of them except as specifically authorized in this Agreement. (g) The Operator will have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors; provided, however, that if the Operator engages an Affiliate to provide services hereunder, it will do so on terms no less favourable than would be the case with unrelated persons in an Arm's Length transaction. To the extent that any of the duties of the Operator set forth herein are carried out by employees of the Company, such duties shall be carried out under the supervision of the Operator. (h) The Operator will be deemed to have resigned on the date on which it or any of its Affiliates cease to hold any Shares. The Operator may resign its position, being subject upon 30 days' prior written notice to the conditions required by ANP. The Operator shall: act in compliance with this Agreement, the Applicable Laws and Regulations, and determinations each of the Operating Committee; conduct the Operations in a diligent, safe, and efficient manner, pursuant to the Best Practices of the Oil Industry, having No Loss or Gain in its capacity of Operator; notify the Operating Committee and ANP of any Discovery inside the Contract Area, according to Section Twelve of the Agreement; conduct the Operations with Exclusive Risks pursuant to Section IV of this Annex; prepare the Work and Budget Programs and other documents to be submitted to examination of the Operating Committee, under the terms of this Agreement; prepare and send to ANP, after definition of the Operating Committee, the plans, programs, and reports required by the regulator; issue the Authorization for Expenditure to develop the activities approved by the Operating Committee in the Annual Work Program and call for contribution to pay the Consortium expenses; render accounts to the Consortium, as established under this Agreement and by the Operating Committee; obtain the relevant legal licenses and permits required to conduct the operations in the Contract Area; provide the non-Operator Consortium Members with access to the facilities and records of the Operations, upon their prior request; undertake responsibility for the payment of the Royalties payable on behalf of the Contractors; represent the non-Operator Consortium Members when contacting ANP; in case of emergency, take the necessary measures to protect life, the environment, the facilities, and the equipment; keep the non-Operator Consortium Members informed of the activities in progress arising from performance of this Agreement; propose to the Operating Committee the matters of the Table of Competences and Resolutions; manage the Exploration and Production projects regarding the Agreement through a methodology based on the market references and with a structure centralized in and coordinated from a project management office, aiming at standardizing the governance processes related to the projects, as well as to planning, organization, conduct, control, documentation, and completion of its activities. The Operator shall provide to the other Consortium Members the following data and reports as they are prepared or compiled during conduct of the Operations: copies of all records or researches, including in electronic format, if any; daily drilling reports; copies of all essential tests and data and of analysis reports; final drilling report; copy of line interconnection reports; final copies of geological and geophysical maps, seismic sections, and objectives; engineering studies, development projects, and progress reports of the development projects; daily bulletin of the Production of Oil and Gas with record of production losses and burnings; field data and also performance reports, including Reservoir studies and reserve estimates; copies of all reports regarding material of Operations in the Contract Area or provided to ANP; copies of the engineering projects of each well, including any reviews; periodic reports with safety, health, and environment indicators regarding the Operations; and other studies and reports established by the Operating Committee. The Operator shall promptly notify the Consortium Members of administrative complaints and lawsuits related to the Operations. The Operator shall provide quarterly reports to the Consortium Members with updated administrative complaints and lawsuits related to the Operations. Additional information arising from execution of the Operations in the Contract Area may be requested, at any time, to the Operator by the Contractors, at their own expenses. The Manager shall receive additional information with no costs. The Contractors are jointly liable for any losses and damages caused in the execution of the Operations and to each other, according to their respective shares, except when the Operator, at high managerial level (General Manager of the Operating Unit, Executive Manager, or equivalent, at least), proceeds with evidenced direct or eventual willful misconduct or gross negligence, cases in which it shall bear all losses, damages, costs, expenses and liabilities, and general burdens resulting therefrom on an individual basisParties.

Operator. The Operator Petróleo Brasileiro S.A. – Petrobras, during the effectiveness of this Agreement, shall be the Operator and only person responsible, on behalf of the Consortium, for conduct conducting and development of developing all activities of Exploration, Assessment, Development, Production, and decommissioning of the facilities under the Agreement. The Operator is the only member of the Consortium that, on its behalf and within the limits defined by the Operating Committee, may execute agreements, enforce or undertake expenditure commitments, and take other actions related to the development of the activities of Exploration and Production of Oil and Gas in the Contract Area. The Operator shall be that responsible for representing the Consortium before regulatorsregulatory authorities, inspecting authorities, and other external entities. The Operator shall represent the Consortium Members judicially and extrajudicially. The Operator of this Agreement shall have at least a thirty percent (30%)-share in the equity property rights and obligations of the Consortium in the Contract Area. The Operator may resign its position, being subject to the conditions required by ANP. The Operator shall: act in compliance with this Agreement, the Applicable Laws and Regulations, and determinations the orders of the Operating Committee; conduct the Operations in a diligent, safe, and efficient manner, pursuant to in compliance with the Best Practices of the Oil Industry, having pursuant to the “No Loss or Gain Gain, No Loss” Principle in its capacity position of Operator; notify the Operating Committee and ANP of any Discovery inside the Contract Area, according to Section Twelve Sixteen of the Agreement; conduct the Operations with Exclusive Risks pursuant to Section IV IV; develop the Annual Budget and Work Programs of this Annex; prepare the Work and Budget Programs Production Phase and other documents to be submitted to examination of by the Operating Committee, under the terms of this Agreement; prepare develop and send to ANP, after definition of when the Operating CommitteeCommittee is defined, the plans, programs, and reports required by the regulatorregulatory authority; issue the Authorization for Expenditure to develop the activities approved by the Operating Committee in the Annual Work Program and call for fund contribution to pay the Consortium expenses; render accounts to the Consortium, as established under in this Agreement and by the Operating Committee; obtain the relevant legal licenses and permits required to conduct the operations in the Contract Area; provide the non-Operator Consortium Members with access to the facilities and records of the Operations, upon their prior request; undertake assume responsibility for the payment of the Royalties payable on behalf of the ContractorsContracted Parties; represent the non-Operator Consortium Members when contacting ANP; in case of emergency, take the necessary measures to protect life, the environment, the facilities, and the equipment; keep the non-Operator Consortium Members informed of the activities in progress arising from performance of this Agreement; propose to the Operating Committee the matters of the Table of Competences and Resolutions; manage the Exploration and Production projects regarding the Agreement through a methodology based on compatible with the market references and with a structure centralized in and coordinated from a best project management officepractices in the Oil Industry, aiming at standardizing the governance processes related to Contract's provisions and the projects, as well as to planning, organization, conduct, control, documentation, and completion of its activitiesApplicable Law. The Operator shall provide to the other Consortium Members the following data and reports as they are prepared or compiled during conduct of the Operations: copies of all records or researches, including those in electronic format, if any; daily drilling reports; copies of all essential tests and data and of analysis reports; drilling final drilling report; copy copies of the line interconnection reports; final copies of geological and geophysical maps, seismic sections, and objectives; engineering studies, development projects, and progress reports of on the development projects; daily bulletin of the Production of Oil and Gas with a record of production losses and burnings; field data and also performance reports, including Reservoir studies and reserve estimates; copies of all reports regarding material of Operations in the Contract Area or provided to ANP; copies of the engineering projects of each well, including any reviewsrevisions thereto; periodic reports with safety, health, and environment indicators regarding the Operations; and other studies and reports established by the Operating Committee. The Operator shall promptly notify the Consortium Members of administrative complaints and lawsuits related to the Operations. The Operator shall provide quarterly reports to the Consortium Members with updated administrative complaints and lawsuits related to the Operations. Additional information arising from execution conduct of the Operations in the Contract Area may be requested, at any time, to the Operator by the ContractorsContracted Parties, at their own expenses. The Manager shall receive additional information with no costs. The Contractors are jointly liable for any losses and damages caused in the execution of the Operations and to each other, according to their respective shares, except when the Operator, at high managerial level (General Manager of the Operating Unit, Executive Manager, or equivalent, at least), proceeds with evidenced direct or eventual willful misconduct or gross negligence, cases in which it shall bear all losses, damages, costs, expenses and liabilities, and general burdens resulting therefrom on an individual basis.

Operator. The Operator shall be the only person sole responsible, on behalf of the Consortium, for conduct conducting and development of developing all activities of Exploration, Assessment, Development, Production, and decommissioning of the facilities under the Agreement. The Operator is the only member of the Consortium that, on its behalf and within the limits defined by the Operating Committee, may execute agreements, enforce or undertake expenditure commitments, and take other actions related to the development of the activities of Exploration and Production of Oil and Gas in the Contract Area. The Operator shall be that responsible for representing the Consortium before regulatorsregulatory authorities, inspecting authorities, and other external entities. The Operator shall represent the Consortium Members judicially and extrajudicially. The Operator of this Agreement shall have at least a thirty percent (30%)-share in the equity property rights and obligations of the Consortium in the Contract Area. The Operator may resign its position, being subject to the conditions required by ANP. The Operator shall: act in compliance with this Agreement, the Applicable Laws and Regulations, and determinations the orders of the Operating Committee; conduct the Operations in a diligent, safe, and efficient manner, pursuant to in compliance with the Best Practices of the Oil Industry, having pursuant to the “No Loss or Gain Gain, No Loss” Principle in its capacity position of Operator; notify the Operating Committee and ANP of any Discovery inside the Contract Area, according to Section Twelve Sixteen of the Agreement; conduct the Operations with Exclusive Risks pursuant to Section IV IV; develop the Annual Budget and Work Programs of this Annex; prepare the Work and Budget Programs Production Phase and other documents to be submitted to examination of by the Operating Committee, under the terms of this Agreement; prepare develop and send to ANP, after definition of when the Operating CommitteeCommittee is defined, the plans, programs, and reports required by the regulatorregulatory authority; issue the Authorization for Expenditure to develop the activities approved by the Operating Committee in the Annual Work Program and call for fund contribution to pay the Consortium expenses; render accounts to the Consortium, as established under in this Agreement and by the Operating Committee; obtain the relevant legal licenses and permits required to conduct the operations in the Contract Area; provide the non-Operator Consortium Members with access to the facilities and records of the Operations, upon their prior request; undertake assume responsibility for the payment of the Royalties payable on behalf of the ContractorsContracted Parties; represent the non-Operator Consortium Members when contacting ANP; in case of emergency, take the necessary measures to protect life, the environment, the facilities, and the equipment; keep the non-Operator Consortium Members informed of the activities in progress arising from performance of this Agreement; propose to the Operating Committee the matters of the Table of Competences and Resolutions; manage the Exploration and Production projects regarding the Agreement through a methodology based on compatible with the market references and with a structure centralized in and coordinated from a best project management officepractices in the Oil Industry, aiming at standardizing the governance processes related to Contract's provisions and the projects, as well as to planning, organization, conduct, control, documentation, and completion of its activitiesApplicable Law. The Operator shall provide to the other Consortium Members the following data and reports as they are prepared or compiled during conduct of the Operations: copies of all records or researches, including those in electronic format, if any; daily drilling reports; copies of all essential tests and data and of analysis reports; drilling final drilling report; copy copies of the line interconnection reports; final copies of geological and geophysical maps, seismic sections, and objectives; engineering studies, development projects, and progress reports of on the development projects; daily bulletin of the Production of Oil and Gas with a record of production losses and burnings; field data and also performance reports, including Reservoir studies and reserve estimates; copies of all reports regarding material of Operations in the Contract Area or provided to ANP; copies of the engineering projects of each well, including any reviewsrevisions thereto; periodic reports with safety, health, and environment indicators regarding the Operations; and other studies and reports established by the Operating Committee. The Operator shall promptly notify the Consortium Members of administrative complaints and lawsuits related to the Operations. The Operator shall provide quarterly reports to the Consortium Members with updated administrative complaints and lawsuits related to the Operations. Additional information arising from execution conduct of the Operations in the Contract Area may be requested, at any time, to the Operator by the ContractorsContracted Parties, at their own expenses. The Manager shall receive additional information with no costs. The Contractors are jointly liable for any losses and damages caused in the execution of the Operations and to each other, according to their respective shares, except when the Operator, at high managerial level (General Manager of the Operating Unit, Executive Manager, or equivalent, at least), proceeds with evidenced direct or eventual willful misconduct or gross negligence, cases in which it shall bear all losses, damages, costs, expenses and liabilities, and general burdens resulting therefrom on an individual basis.

Operator. 6.1 Journey and Jazz, collectively, will act as the Operator under this Agreement, so long as their collective Interest is 25% or more, or as otherwise set forth in this Part 6. 6.2 An Operator fee (the “Operator Fee”) will be paid based on a percentage of Expenditures, as follows: (a) to Operator during the Option Period: 10%; (b) to Operator commencing on Effective Date: 5% of all qualified Expenditures incurred; and (c) to Operator after full Feasibility Report accepted: 5% of all qualified Expenditures during construction, development and operations of the mine. 6.3 The Operator shall Fee will include, but not be limited to all Operator’s office overhead costs and all general and administrative expenses including telephone, faxes, and direct management salaries and wages. 6.4 the only person responsibleOperator Fee will be payable monthly in arrears for the Expenditures incurred in that month, which charge will be an amount sufficient to reimburse Operator fully for its services as Operator, but not sufficient to enable Operator to profit thereby and such fees will be reviewed and if proven to be excessive or insufficient will be adjusted by the Management Committee on behalf the basis that Operator should neither profit nor lose by acting as such; and 6.5 prescribe the administrative and accounting procedure governing the conduct of Programs or Production Programs or the operation of the ConsortiumProperty as a mine, including the basis for conduct charges and development credit related thereto, except where any such procedure is in conflict with the provisions of this Agreement, in which event the provisions of this Agreement will prevail. 6.6 The initial Accounting Procedure, subject to change from time to time by the Management Committee, is attached as Schedule “C”. 6.7 Operator may resign at any time by giving thirty (30) days’ prior written notice to Wits and within such 30-day period, the Management Committee will appoint another party who covenants to act as the Operator upon such terms as the parties will agree. 6.8 If following its appointment as Operator, Operator fails to perform in a manner consistent with its powers and duties under this Agreement, any Participant may give to Operator written notice setting forth particulars of Operator’s default. 6.9 Operator will within thirty (30) days after receipt of such notice described in Section 6.8 either dispute the occurrence of such default or commence to remedy the default within the time limit aforesaid (and thereafter, in the latter case, will proceed continuously and diligently to complete all activities of Exploration, Assessment, Development, Production, and decommissioning required remedial action). 6.10 Operator may take action to remedy an alleged default under Section 6.8 without prejudice to its right to dispute the occurrence of the facilities default and to claim recovery of expenses incurred in remedial work not occasioned by its default. 6.11 If Operator disputes any alleged default under Section 6.8 or if the Agreement. The Participant alleging a default provides to Operator a further written notice that Operator has failed to proceed continuously and diligently to complete all required remedial action to remedy a default previously alleged by such Participant, then the matter will be referred to arbitration under Section 20.7. 6.12 Operator will be deemed to have offered its resignation upon the occurrence of any of the following events: (a) if an attachment in respect to any material liability of Operator is made on the only member of the Consortium that, on its behalf and within the limits defined by the Operating Committee, may execute agreements, enforce or undertake expenditure commitments, and take other actions Property which is not related to the development business of the activities joint venture; (b) If Operator: (i) admits in writing its inability to pay its debts as they become due other than indebtedness (“non-recourse financing”) for money borrowed or guaranteed where the recourse of Exploration and Production the holder thereof is restricted to realization upon specific assets none of Oil and Gas in the Contract Area. The Operator shall be responsible for representing the Consortium before regulators, inspecting authoritieswhich consist of any Interest, and other external entities. The Operator shall represent the Consortium Members judicially and extrajudicially. The Operator of this Agreement shall have at least a thirty percent (30%)-share in the equity rights and obligations of the Consortium in the Contract Area. The Operator may resign its position, being subject to the conditions required by ANP. The Operator shall: act in compliance with this Agreement, the Applicable Laws and Regulations, and determinations of the Operating Committee; conduct the Operations in a diligent, safe, and efficient manner, pursuant to the Best Practices of the Oil Industry, having No Loss or Gain in its capacity of Operator; notify the Operating Committee and ANP of any Discovery inside the Contract Area, according to Section Twelve of the Agreement; conduct the Operations with Exclusive Risks pursuant to Section IV of this Annex; prepare the Work and Budget Programs and other documents to be submitted to examination of the Operating Committee, under the terms of this Agreement; prepare and send to ANP, after definition of the Operating Committee, the plans, programs, and reports required by the regulator; issue the Authorization for Expenditure to develop the activities approved by the Operating Committee in the Annual Work Program and call for contribution whether failure to pay the Consortium expenses; render accounts indebtedness does not result in the creation of an unsecured obligation of Operator, (ii) makes an assignment for the benefit of creditors, (iii) consents to the Consortiumappointment of a receiver (other than a receiver appointed under non-recourse financing) for all or a substantial part of its assets, (iv) files a petition in bankruptcy or for a reorganization or an arrangement under applicable bankruptcy, insolvency or creditors’ relief laws, or otherwise seeks the relief therein provided, or (v) is adjusted bankrupt or insolvent; (c) if a court order is pronounced in respect to Operator appointing a receiver or trustee for all or a substantial part of its property (other than property securing non-recourse financing), or approving a petition in bankruptcy or for a reorganization under applicable bankruptcy, insolvency or creditor’s relief laws or for any judicial modification or alteration of the rights of creditors; or (d) the Interest of the Operator is reduced to less than 25% for thirty (30) consecutive days. 6.13 Upon ceasing to be Operator, the former Operator will forthwith deliver to its successor all Assets, books, records and other property both real and personal relating to this Agreement or its role as Operator under this Agreement. 6.14 The former Operator will use its best efforts to transfer to its successor, as established under this Agreement and by the Operating Committee; obtain the relevant legal licenses and permits required to conduct the operations in the Contract Area; provide the non-Operator Consortium Members with access to the facilities and records of the Operations, upon their prior request; undertake responsibility for the payment effective date of the Royalties payable on behalf of the Contractors; represent the non-Operator Consortium Members when contacting ANP; in case of emergencyformer Operator’s resignation or removal, take the necessary measures to protect life, the environment, the facilities, its rights and the equipment; keep the non-Operator Consortium Members informed of the activities in progress arising from performance of this Agreement; propose to the Operating Committee the matters of the Table of Competences and Resolutions; manage the Exploration and Production projects regarding the Agreement through a methodology based on the market references and with a structure centralized in and coordinated from a project management office, aiming at standardizing the governance processes related to the projects, as well as to planning, organization, conduct, control, documentation, and completion of its activities. The Operator shall provide to the other Consortium Members the following data and reports as they are prepared or compiled during conduct of the Operations: copies of all records or researches, including in electronic formatobligations, if any; daily drilling reports; copies , as Operator under all contracts relating to the Assets, and pending such transfer and in relations to all other contracts relating to the Assets, the former Operator will hold its right and interest as Operator from the date of resignation or removal for the account and to the order of the new Operator. 6.15 All reasonable costs of termination of employment of employees of the Operator arising from any removal, but not resignation, of the Operator will be deemed to be Expenditures and the former Operator will be reimbursed therefor by the Participants promptly after submission of invoices to the successor Operator. 6.16 The successor Operator will be under no obligation to provide alternative employment to any employee engaged or primarily engaged by the former Operator. 6.17 As soon as practicable after the effective date of resignation or removal of Operator, the Management Committee will have the accounts of Operator relating to the Assets audited by an independent auditor (who may be the auditor of a Participant), and will conduct an inventory of all essential tests Assets and data such inventory will be used in the return of and of analysis reports; final drilling report; copy of line interconnection reports; final copies of geological the accounting for the Assets by the Operator who has resigned or has been removed. 6.18 All costs and geophysical maps, seismic sections, expenses incurred in connection with such audit and objectives; engineering studies, development projects, and progress reports inventory will be deemed to be Expenditures. 6.19 Operator will not act or hold itself out as agent for any of the development projects; daily bulletin of the Production of Oil and Gas with record of production losses and burnings; field data and also performance reports, including Reservoir studies and reserve estimates; copies of all reports regarding material of Operations parties nor make any commitments on their individual behalf unless specifically permitted by this Agreement or directed in the Contract Area or provided to ANP; copies of the engineering projects of each well, including any reviews; periodic reports with safety, health, and environment indicators regarding the Operations; and other studies and reports established writing by the Operating Committee. The Operator shall promptly notify the Consortium Members of administrative complaints and lawsuits related to the Operations. The Operator shall provide quarterly reports to the Consortium Members with updated administrative complaints and lawsuits related to the Operations. Additional information arising from execution of the Operations in the Contract Area may be requested, at any time, to the Operator by the Contractors, at their own expenses. The Manager shall receive additional information with no costs. The Contractors are jointly liable for any losses and damages caused in the execution of the Operations and to each other, according to their respective shares, except when the Operator, at high managerial level (General Manager of the Operating Unit, Executive Manager, or equivalent, at least), proceeds with evidenced direct or eventual willful misconduct or gross negligence, cases in which it shall bear all losses, damages, costs, expenses and liabilities, and general burdens resulting therefrom on an individual basisa party.

Operator. 6.1 Journey and Jazz, collectively, will act as the Operator under this Agreement, so long as their collective Interest is 25% or more, or as otherwise set forth in this Part 6. 6.2 An Operator fee (the “Operator Fee”) will be paid based on a percentage of Expenditures, as follows: (a) to Operator during the Option Period: 10%; (b) to Operator commencing on Effective Date: Expenditures incurred; and 5% of all qualified (c) to Operator after full Feasibility Report accepted: Expenditures during construction, development and operations of the mine. 5% of all qualified 6.3 The Operator shall Fee will include, but not be limited to all Operator’s office overhead costs and all general and administrative expenses including telephone, faxes, and direct management salaries and wages. 6.4 the only person responsibleOperator Fee will be payable monthly in arrears for the Expenditures incurred in that month, which charge will be an amount sufficient to reimburse Operator fully for its services as Operator, but not sufficient to enable Operator to profit thereby and such fees will be reviewed and if proven to be excessive or insufficient will be adjusted by the Management Committee on behalf the basis that Operator should neither profit nor lose by acting as such; and 6.5 prescribe the administrative and accounting procedure governing the conduct of Programs or Production Programs or the operation of the ConsortiumProperty as a mine, including the basis for conduct charges and development credit related thereto, except where any such procedure is in conflict with the provisions of this Agreement, in which event the provisions of this Agreement will prevail. 6.6 The initial Accounting Procedure, subject to change from time to time by the Management Committee, is attached as Schedule “C”. 6.7 Operator may resign at any time by giving thirty (30) days’ prior written notice to Wits and within such 30-day period, the Management Committee will appoint another party who covenants to act as the Operator upon such terms as the parties will agree. 6.8 If following its appointment as Operator, Operator fails to perform in a manner consistent with its powers and duties under this Agreement, any Participant may give to Operator written notice setting forth particulars of Operator’s default. 6.9 Operator will within thirty (30) days after receipt of such notice described in Section 6.8 either dispute the occurrence of such default or commence to remedy the default within the time limit aforesaid (and thereafter, in the latter case, will proceed continuously and diligently to complete all activities of Exploration, Assessment, Development, Production, and decommissioning required remedial action). 6.10 Operator may take action to remedy an alleged default under Section 6.8 without prejudice to its right to dispute the occurrence of the facilities default and to claim recovery of expenses incurred in remedial work not occasioned by its default. 6.11 If Operator disputes any alleged default under Section 6.8 or if the Agreement. The Participant alleging a default provides to Operator a further written notice that Operator has failed to proceed continuously and diligently to complete all required remedial action to remedy a default previously alleged by such Participant, then the matter will be referred to arbitration under Section 20.7. 6.12 Operator will be deemed to have offered its resignation upon the occurrence of any of the following events: (a) if an attachment in respect to any material liability of Operator is made on the only member of the Consortium that, on its behalf and within the limits defined by the Operating Committee, may execute agreements, enforce or undertake expenditure commitments, and take other actions Property which is not related to the development business of the activities joint venture; (b) If Operator: (i) admits in writing its inability to pay its debts as they become due other than indebtedness (“non-recourse financing”) for money borrowed or guaranteed where the recourse of Exploration and Production the holder thereof is restricted to realization upon specific assets none of Oil and Gas in the Contract Area. The Operator shall be responsible for representing the Consortium before regulators, inspecting authoritieswhich consist of any Interest, and other external entities. The Operator shall represent the Consortium Members judicially and extrajudicially. The Operator of this Agreement shall have at least a thirty percent (30%)-share in the equity rights and obligations of the Consortium in the Contract Area. The Operator may resign its position, being subject to the conditions required by ANP. The Operator shall: act in compliance with this Agreement, the Applicable Laws and Regulations, and determinations of the Operating Committee; conduct the Operations in a diligent, safe, and efficient manner, pursuant to the Best Practices of the Oil Industry, having No Loss or Gain in its capacity of Operator; notify the Operating Committee and ANP of any Discovery inside the Contract Area, according to Section Twelve of the Agreement; conduct the Operations with Exclusive Risks pursuant to Section IV of this Annex; prepare the Work and Budget Programs and other documents to be submitted to examination of the Operating Committee, under the terms of this Agreement; prepare and send to ANP, after definition of the Operating Committee, the plans, programs, and reports required by the regulator; issue the Authorization for Expenditure to develop the activities approved by the Operating Committee in the Annual Work Program and call for contribution whether failure to pay the Consortium expenses; render accounts indebtedness does not result in the creation of an unsecured obligation of Operator, (ii) makes an assignment for the benefit of creditors, (iii consents to the Consortium, as established appointment of a receiver (other than a receiver appointed under this Agreement and by the Operating Committee; obtain the relevant legal licenses and permits required to conduct the operations in the Contract Area; provide the non-Operator Consortium Members with access to the facilities and records of the Operations, upon their prior request; undertake responsibility recourse financing) for the payment of the Royalties payable on behalf of the Contractors; represent the non-Operator Consortium Members when contacting ANP; in case of emergency, take the necessary measures to protect life, the environment, the facilities, and the equipment; keep the non-Operator Consortium Members informed of the activities in progress arising from performance of this Agreement; propose to the Operating Committee the matters of the Table of Competences and Resolutions; manage the Exploration and Production projects regarding the Agreement through all or a methodology based on the market references and with a structure centralized in and coordinated from a project management office, aiming at standardizing the governance processes related to the projects, as well as to planning, organization, conduct, control, documentation, and completion substantial part of its activities. The Operator shall provide to the other Consortium Members the following data and reports as they are prepared assets, (iv) files a petition in bankruptcy or compiled during conduct of the Operations: copies of all records for a reorganization or researchesan arrangement under applicable bankruptcy, including in electronic format, if any; daily drilling reports; copies of all essential tests and data and of analysis reports; final drilling report; copy of line interconnection reports; final copies of geological and geophysical maps, seismic sections, and objectives; engineering studies, development projects, and progress reports of the development projects; daily bulletin of the Production of Oil and Gas with record of production losses and burnings; field data and also performance reports, including Reservoir studies and reserve estimates; copies of all reports regarding material of Operations in the Contract Area insolvency or provided to ANP; copies of the engineering projects of each well, including any reviews; periodic reports with safety, health, and environment indicators regarding the Operations; and other studies and reports established by the Operating Committee. The Operator shall promptly notify the Consortium Members of administrative complaints and lawsuits related to the Operations. The Operator shall provide quarterly reports to the Consortium Members with updated administrative complaints and lawsuits related to the Operations. Additional information arising from execution of the Operations in the Contract Area may be requested, at any time, to the Operator by the Contractors, at their own expenses. The Manager shall receive additional information with no costs. The Contractors are jointly liable for any losses and damages caused in the execution of the Operations and to each other, according to their respective shares, except when the Operator, at high managerial level (General Manager of the Operating Unit, Executive Managercreditors’ relief laws, or equivalentotherwise seeks the relief therein provided, at least), proceeds with evidenced direct or eventual willful misconduct or gross negligence, cases in which it shall bear all losses, damages, costs, expenses and liabilities, and general burdens resulting therefrom on an individual basis.or

Operator. The Operator shall be the only person sole responsible, on behalf of the Consortium, for conduct conducting and development of developing all activities of Exploration, Assessment, Development, Production, and decommissioning of the facilities under the Agreement. The Operator is the only member of the Consortium that, on its behalf and within the limits defined by the Operating Committee, may execute agreements, enforce or undertake expenditure commitments, and take other actions related to the development of the activities of Exploration and Production of Oil and Gas in the Contract Area. The Operator shall be that responsible for representing the Consortium before regulatorsregulatory authorities, inspecting authorities, and other external entities. The Operator shall represent the Consortium Members judicially and extrajudicially. The Operator of this Agreement shall have at least a thirty percent (30%)-share in the equity property rights and obligations of the Consortium in the Contract Area. The Operator may resign its position, being subject to the conditions required by ANP. The Operator shall: act in compliance with this Agreement, the Applicable Laws and Regulations, and determinations the orders of the Operating Committee; conduct the Operations in a diligent, safe, and efficient manner, pursuant to in compliance with the Best Practices of the Oil Industry, having pursuant to the “No Loss or Gain Gain, No Loss” Principle in its capacity position of Operator; notify the Operating Committee and ANP of any Discovery inside the Contract Area, according to Section Twelve Sixteen of the Agreement; conduct the Operations with Exclusive Risks pursuant to Section IV of this AnnexIV; prepare develop the Budget and Work and Budget Programs and other documents to be submitted to examination of by the Operating Committee, under the terms of this Agreement; prepare develop and send to ANP, after definition of when the Operating CommitteeCommittee is defined, the plans, programs, and reports required by the regulatorregulatory authority; issue the Authorization for Expenditure to develop the activities approved by the Operating Committee in the Annual Work Program and call for fund contribution to pay the Consortium expenses; render accounts to the Consortium, as established under in this Agreement and by the Operating Committee; obtain the relevant legal licenses and permits required to conduct the operations in the Contract Area; provide the non-Operator Consortium Members with access to the facilities and records of the Operations, upon their prior request; undertake assume responsibility for the payment of the Royalties payable on behalf of the ContractorsContracted Parties; represent the non-Operator Consortium Members when contacting ANP; in case of emergency, take the necessary measures to protect life, the environment, the facilities, and the equipment; keep the non-Operator Consortium Members informed of the activities in progress arising from performance of this Agreement; propose to the Operating Committee the matters of the Table of Competences and Resolutions; manage the Exploration and Production projects regarding the Agreement through using a methodology based on the market references and with a structure centralized in and coordinated from a project management office, aiming at standardizing the governance processes related to the projects, as well as to planning, organization, conduct, control, documentation, and completion of its activities. The Operator shall provide to the other Consortium Members the following data and reports as they are prepared or compiled during conduct of the Operations: copies of all records or researches, including those in electronic format, if any; daily drilling reports; copies of all essential tests and data and of analysis reports; drilling final drilling report; copy copies of the line interconnection reports; final copies of geological and geophysical maps, seismic sections, and objectives; engineering studies, development projects, and progress reports of on the development projects; daily bulletin of the Production of Oil and Gas with a record of production losses and burnings; field data and also performance reports, including Reservoir studies and reserve estimates; copies of all reports regarding material of Operations in the Contract Area or provided to ANP; copies of the engineering projects of each well, including any reviewsrevisions thereto; periodic reports with safety, health, and environment indicators regarding the Operations; and other studies and reports established by the Operating Committee. The Operator shall promptly notify the Consortium Members of administrative complaints and lawsuits related to the Operations. The Operator shall provide quarterly reports to the Consortium Members with updated administrative complaints and lawsuits related to the Operations. Additional information arising from execution conduct of the Operations in the Contract Area may be requested, at any time, to the Operator by the ContractorsContracted Parties, at their own expenses. The Manager shall receive additional information with no costs. The Contractors Contracted Parties are jointly liable for any losses and damages caused in the execution of the Operations and to each other, according to their respective shares, except when the Operator, at in high managerial level (General Manager of the Operating Unit, Executive Manager, or equivalent, at least), proceeds proceed with evidenced direct or eventual evidenced willful misconduct or gross negligencemisconduct, cases in which it shall bear all losses, damages, costs, expenses and liabilities, and general burdens resulting therefrom on an individual basisresulting.

Operator. The Operator shall be the only person responsible, on behalf Rights and Powers of the ConsortiumOperator 7.1 Following the Participation Date, for conduct but subject to §7.2 and development of all activities of Exploration§7.4, Assessment, Development, Production, and decommissioning of Teck Cominco shall act as the facilities Operator under the Agreement. The Operator is the only member of the Consortium that, on its behalf and within the limits defined by the Operating Committee, may execute agreements, enforce or undertake expenditure commitments, and take other actions related to the development of the activities of Exploration and Production of Oil and Gas in the Contract Area. The Operator shall be responsible for representing the Consortium before regulators, inspecting authorities, and other external entities. The Operator shall represent the Consortium Members judicially and extrajudicially. The Operator of this Agreement shall have at least a thirty percent (30%)-share in the equity rights and obligations of the Consortium in the Contract Area. The Operator may resign its positionas such shall, being subject to the conditions required by ANP. The Operator shall: act direction and control of the Management Committee, have full right, power and authority to do everything necessary or desirable to carry out the purposes of the parties in compliance connection with this Agreement, including and without limiting the Applicable Laws and Regulations, and determinations generality of the Operating Committee; conduct foregoing, the Operations in a diligentright, safe, power and efficient manner, pursuant authority to: (a) prepare and present to the Best Practices Management Committee, Programs in respect of the Oil Industry, having No Loss or Gain Property and implement such Programs as are approved in its capacity of Operator; notify the Operating Committee and ANP of any Discovery inside the Contract Area, according to Section Twelve of the Agreement; conduct the Operations accordance with Exclusive Risks pursuant to Section IV of this Annex; prepare the Work and Budget Programs and other documents to be submitted to examination of the Operating Committee, under the terms of this Agreement; prepare and send to ANP, after definition of the Operating Committee, the plans, programs, and reports required by the regulator; issue the Authorization for Expenditure to develop the activities approved by the Operating Committee in the Annual Work Program and call for contribution to pay the Consortium expenses; render accounts to the Consortium, as established under this Agreement and by the Operating Committee; obtain the relevant legal licenses and permits required to conduct the operations in the Contract Area; provide the non-Operator Consortium Members with ; (b) regulate access to the facilities and records Property subject only to the right of designates of the Operations, upon their prior request; undertake responsibility Participants duly authorized in writing to have access to the Property at all reasonable times for the payment purpose of inspecting work being done thereon, but at their own risk and expense; (c) employ and engage such employees, agents, and independent contractors as it may consider necessary or advisable to carry out its duties and obligations hereunder and in this connection to delegate any of its powers and rights to perform its duties and obligations hereunder, but the Operator shall not, for the account of the Royalties payable on behalf Joint Venture, enter into contractual relationships with a Participant or any Associated Company of a Participant except upon terms that are commercially competitive; (d) prepare, present and implement any Production Program that is approved in accordance with the Contractors; represent the non-Operator Consortium Members when contacting ANP; in case of emergency, take the necessary measures to protect life, the environment, the facilities, and the equipment; keep the non-Operator Consortium Members informed of the activities in progress arising from performance terms of this Agreement; propose ; (e) after the Completion Date and subject to the Operating Committee the matters authority of the Table Management Committee, prepare, present and implement Operating Plans and operate the Property as a mine; and (f) charge fees in respect of Competences overhead costs as specified in the definitions of Expenditures, Production Program Costs and Resolutions; manage Operating Costs. Resignation of the Exploration and Production projects regarding the Agreement through a methodology based on the market references and with a structure centralized in and coordinated from a project management office, aiming Operator 7.2 The Operator may resign at standardizing the governance processes related any time by giving 120 days’ prior written notice to the projectsother Participants (or such shorter notice as the other Participants accept) and the Participants shall, within 60 days after receipt of such notice, convene a meeting of the Management Committee which shall appoint another Participant who consents to act as well as to planning, organization, conduct, control, documentationOperator, and completion determine its terms of its activitiesengagement. Duties and Obligations of the Operator 7.3 The Operator shall provide have such duties and obligations as the Management Committee may from time to time determine including, without limiting the other Consortium Members generality of the foregoing, the following data duties and reports as obligations: (a) to propose and, if they are prepared or compiled during conduct of the Operations: copies of all records or researchesapproved, including in electronic formatimplement Programs, if any; daily drilling reports; copies of all essential tests and data and of analysis reports; final drilling report; copy of line interconnection reports; final copies of geological and geophysical mapsProperty Holding Programs, seismic sections, and objectives; engineering studies, development projects, and progress reports of the development projects; daily bulletin of the Production of Oil and Gas with record of production losses and burnings; field data and also performance reports, including Reservoir studies and reserve estimates; copies of all reports regarding material of Operations in the Contract Area or provided to ANP; copies of the engineering projects of each well, including any reviews; periodic reports with safety, health, and environment indicators regarding the Operations; and other studies and reports established by the Operating Committee. The Operator shall promptly notify the Consortium Members of administrative complaints and lawsuits related to the Operations. The Operator shall provide quarterly reports to the Consortium Members with updated administrative complaints and lawsuits related to the Operations. Additional information arising from execution of the Operations in the Contract Area may be requested, at any time, to the Operator by the Contractors, at their own expenses. The Manager shall receive additional information with no costs. The Contractors are jointly liable for any losses and damages caused in the execution of the Operations and to each other, according to their respective shares, except when the Operator, at high managerial level (General Manager of the Operating Unit, Executive Manager, or equivalent, at least), proceeds with evidenced direct or eventual willful misconduct or gross negligence, cases in which it shall bear all losses, damages, costs, expenses and liabilities, and general burdens resulting therefrom on an individual basis.Production