2.1; THE PORTION
ALLOCATED TO THIS AGREEMENT (THE "SHARE CONSIDERATION") IS 128,571,430
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SHARES.
THE ALLOCATED PORTION COMPRISES 85,714,285 SHARES PREVIOUSLY PROMISED
AND ACCOUNTED FOR AS CONSIDERATION FOR THE ORIGINAL EARNING AGREEMENT AND
42,857,145 SHARES AS CONSIDERATION FOR THE RIGHT TO EARN PRODUCTION LICENCES IN
THE NEW BLOCKS BEING ADDED UNDER THIS AGREEMENT.
2.3
NON-REFUNDABLE CONSIDERATION FOR EARNING RIGHTS
The Cash Consideration and Share Consideration are non-refundable consideration
for the right given Nation hereunder to earn interests in any Production
Licences that may be granted to Paltar covering any of the Paltar Blocks.
3.
OPERATOR
3.1
DESIGNATION OF OPERATOR
Paltar is hereby designated as Operator, and agrees to act as such in accordance
with this Agreement.
3.2
RIGHTS AND DUTIES OF OPERATOR
(A)
SUBJECT TO THE TERMS AND CONDITIONS OF THE JVOA AND THIS
AGREEMENT, PALTAR SHALL HAVE ALL OF THE RIGHTS, FUNCTIONS AND DUTIES OF OPERATOR
UNDER THIS AGREEMENT AND WILL HAVE EXCLUSIVE CHARGE OF AND SHALL CONDUCT ALL
OPERATIONS ON THE PALTAR BLOCKS UNDER THE OVERALL DIRECTION OF THE OPERATING
COMMITTEE. PALTAR MAY EMPLOY INDEPENDENT CONTRACTORS AND AGENTS, INCLUDING
RELATED BODIES CORPORATE, IN SUCH OPERATIONS.
(B)
PALTAR WARRANTS AND REPRESENTS TO NATION THAT THE JVOA AND
PALTAR'S PARTICIPATING INTEREST UNDER THE JVOA ARE IN GOOD STANDING AND ARE NOT
SUBJECT TO ANY BREACH, DEFAULT OR OTHER CIRCUMSTANCE THAT WILL OR MAY RESULT IN
THE JVOA TERMINATING OR PALTAR'S PARTICIPATING INTEREST UNDER THE JVOA BEING
SURRENDERED, TRANSFERRED OR ASSIGNED OR BECOMING SUBJECT TO ANY ENCUMBRANCE.
PALTAR SHALL:
(I)
PERFORM ALL ACTIONS NECESSARY TO COMPLY WITH THE
REQUIREMENTS IMPOSED UPON IT BY THE JVOA;
(II)
TAKE ALL STEPS AS ARE NECESSARY OR APPROPRIATE UNDER THE JVOA
TO:
(A)
MAINTAIN ITS POSITION AS OPERATOR UNDER THE JVOA AND USE ITS
POSITON AS OPERATOR UNDER THE JVOA TO ACHIEVE THE OBJECTIVES OF THIS AGREEMENT;
(B)
IMPLEMENT THE DECISIONS OF THE OPERATING COMMITTEE, INCLUDING
BY MAKING ALL DECISIONS AND CASTING ALL VOTES UNDER THE JVOA CONSISTENTLY WITH
THE DECISIONS OF THE OPERATING COMMITTEE; AND
(C)
WITHOUT LIMITING CLAUSE 5.1(D), AND SUBJECT TO APPLICABLE
GOVERNMENT REQUIREMENTS, ENSURE THAT ALL WORK PROGRAMS AND BUDGETS, INCLUDING
THE INITIAL WORK PROGRAM, AND ANY OF PALTAR'S SOLE RISK EXPLORATION (AS THOSE
TERMS ARE DEFINED IN THE JVOA) CONSIST OF WORK TO BE PERFORMED ON OR FOR THE
BENEFIT OF THE PALTAR BLOCKS,
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(III)
NOT GRANT, CREATE OR ALLOW THE GRANT OR CREATION OF ANY
ENCUMBRANCE OVER PALTAR'S PARTICIPATING INTEREST AS DEFINED IN THE JVOA WITHOUT
THE PRIOR WRITTEN CONSENT OF NATION;
(IV)
NOT SELL, TRANSFER, ASSIGN OR OTHERWISE DISPOSE OF OR PART WITH
POSSESSION OF PALTAR'S PARTICIPATING INTEREST UNDER THE JVOA WITHOUT THE PRIOR
WRITTEN CONSENT OF NATION;
(V)
IMMEDIATELY NOTIFY NATION OF ANY ACT, EVENT, CIRCUMSTANCE,
CORRESPONDENCE, NOTICE OR OTHER INFORMATION (IN ANY FORM AND FROM WHATEVER
SOURCE) THAT MAY CAUSE, OR IS RELEVANT TO, PALTAR'S PARTICIPATING INTEREST UNDER
THE JVOA BECOMING THE SUBJECT OF AN ENCUMBRANCE OR BEING SURRENDERED,
TRANSFERRED, ASSIGNED OR DISPOSED OF; AND
(VI)
TAKE ALL STEPS AS ARE NECESSARY OR