Νόμοι — ΦΕΚ A' 156/2019

(c) any reference to this Agreement or any other agreement or document shall be construed as a reference to this Agreement, that agreement or document as it may have been, or may from time to time be, amended, varied, novated, replaced or supplemented; (d) any reference to a law shall be construed as a reference to it as it may have been, or may from time to time be (with or without modification) amended or re-enacted and any subordinate legislation made. (e) capitalised terms used in this Agreement shall have the meaning ascribed to them in the Definitions section or elsewhere in this Agreement.

1.1 This Agreement is a lease agreement pursuant to which, in accordance with paragraph 10 of article 2 of the Hydrocarbons Law, the State as the Lessor grants to the Lessee in accordance with the terms and conditions hereof, exclusive rights to carry out Petroleum Operations in the Contract Area. 1.2 The Lessee undertakes in accordance with the terms and conditions set out herein to at all times conduct Petroleum Operations in the Contract Area in accordance with the Law. 1.3 The costs and risks of carrying on Petroleum Operations shall be borne exclusively by the Lessee and the Lessee will have no right to recover such costs, or any part thereof, from the Lessor except as hereinafter provided in this Agreement. 1.4 Each Co-Lessee shall: (a) be jointly and severally liable in respect of the Lessee’s and the other Co-Lessees’ obligations arising under this Agreement against the Lessor; and (b) hold an undivided interest, as per Article 1.5, in all of the rights and obligations under this Agreement. For the purposes of this Agreement, any reference to the term “Joint Venture” in the Hydrocarbons Law or in this Agreement means the contractual co-operation between the Co-Lessees under a joint operating agreement, without creating or implying or having the intention to create any, de jure or de facto partnership or entity with or without a separate legal personality. 1.5 The undivided interest of each Co-Lessee (expressed as a percentage of the total interests of all Co-Lessees) in the rights and obligations in this Agreement is as of the Effective Date as follows: Total 40% ExxonMobil 40% Hellenic 20% 1.6 The Lessor and the Lessee hereby expressly and unconditionally agree and accept that: (a) any contract to which the Lessor is not a contracting party, which contains terms or provisions defining the relations between the Lessee and/or the Co-Lessees and/or third parties shall not create any claim against the Lessor or amend this Agreement or regulate this Agreement in a different way; (b) any contract to which the Lessee or each Co-Lessee is not a contracting party, which contains terms or provisions defining the relations between the Lessor and third parties shall not create any claim against the Lessee and/or a Co-Lessee or amend this Agreement or regulate this Agreement in a different way;

way either in part or in whole, over this Agreement; (d) both the Lessor and the Lessee hereby simultaneously waive every right to contest, cancel and/or challenge the validity and enforceability of this clause.

The “Exploration Stage” shall commence on the Effective Date and, unless this Agreement is terminated earlier in accordance with its terms, shall subsist for the periods described in this Article 2. 2.1 For a Basic Exploration Stage (a) Subject as hereinafter provided, the basic exploration stage (the "Basic Exploration Stage") shall subsist for eight (8) years. For the purposes of this Agreement, the Exploration Stage is divided into consecutive exploration Phases defined for the Contract Area as follows: First Phase: 3 years Second Phase: 3 years Third Phase: 2 years (b) Where the Lessee has, during the First Phase, fulfilled its Minimum Work Programme and Minimum Expenditure Obligation relating to that Phase in accordance with Article 3 it may, by giving notice to the Lessor, continue its Exploration Operations during the Second Phase and shall thereupon assume and during the Second Phase discharge its Minimum Work Programme and Minimum Expenditure Obligation relating to that phase set out in Article 3; (c) Where the Lessee has, during the Second Phase, fulfilled its Minimum Work Programme and Minimum Expenditure Obligation relating to that Phase in accordance with Article 3 it may, by giving notice to the Lessor, continue its Exploration Operations during the Third Phase and shall thereupon assume and during the Third Phase discharge its Minimum Work Programme and Minimum Expenditure Obligation relating to that phase set out in Article 3; (d) In the event that before the end of the First Phase or, as the case may be before the end of the Second Phase the Lessee has not given to the Lessor notice pursuant to Article 2.1(b) or, as the case may be, Article 2.1(c), the rights and obligations of the Lessee in respect of the Contract Area shall cease and, subject always to the obligations of the Lessee in respect of liabilities which have accrued under this Agreement, shall be deemed to have been terminated. (e) Upon the Lessee’s duly justified and reasonable request, in order to provide the Lessee with sufficient time to drill and/or test a well and to enable the Lessee to make a decision whether to commit to the next Phase (other than a Third Phase) in accordance with Article 2.1(b) and (c) above, a current Phase may be extended by a period up to six (6) Months, provided that the well is the subject of the Minimum

may be further extended for a reasonable time period. (f) In the event that a current Phase (other than a Third Phase) is extended pursuant to Article 2.1.(e) the amount of time by which the current Phase is extended shall be deducted from the period of time defined for the subsequent Phase. 2.2. For an Exploration Stage Extension (a) The Lessee may, in accordance with the provisions of paragraph 3 of article 5 of the Hydrocarbons Law apply for an exploration stage extension (an "Exploration Stage Extension"). (b) It is understood and agreed between the Parties that a requirement for additional time to complete an Appraisal Programme, or where additional reserves must be located before a commercial deposit can be established, to undertake further exploration drilling, or to establish a market for Natural Gas, is a requirement falling within the scope of subparagraph (b) of paragraph 3 of article 5 of the Hydrocarbons Law. (c) If an Exploration Stage Extension is granted pursuant to paragraph 3 of article 5 of the Hydrocarbons Law, the Lessee shall provide to the Lessor a Bank Guarantee on the first day of the Exploration Stage Extension for the full amount, if any, of the shortfall being the difference between the Minimum Expenditure Obligation at the end of the Basic Exploration Stage and the Lessee’s Actual Expenditure during that stage, as defined in Article 3.9. Such Bank Guarantee will replace any existing current Bank Guarantee already provided under this Agreement. In the event that there is no such shortfall, the Lessor shall return any Bank Guarantee provided pursuant to the above promptly upon the commencement of the Exploration Stage Extension. 2.3. For a Special Exploration Stage Extension (a) Pursuant to paragraph 4 of article 5 of the Hydrocarbons Law a Special Exploration Stage Extension not exceeding eight (8) years for offshore, may be granted to the Lessee following its submission of a relevant application by resolution of the Council of Ministers on the recommendation of the Minister. Additional terms and conditions may be imposed in the resolution of the Council of Ministers, notwithstanding the provisions of this Agreement, and this Agreement shall be amended accordingly. (b) In a case where the Lessee has made: (i) a Discovery in the Contract Area of non-associated gas or a Discovery of a Hydrocarbons Reservoir which cannot be exploited commercially without the exploitation of Associated Natural Gas; or

Hydrocarbons Law for a Special Exploration Stage Extension, timely sufficient to enable the Lessee, before making a declaration of commerciality, to consider the construction and financing of the necessary infrastructure for the disposal of Natural Gas or as the case may be, to consider the physical and financial problems associated with the development of a deposit located in deep waters. Article 3 LESSEE’S EXPLORATION WORK COMMITMENTS 3.1 In discharge of its obligation to carry out Petroleum Operations in the Contract Area, the Lessee shall commence Exploration Operations within six (6) Months of the Effective Date and shall carry out the work and spend, subject to Article 3.3, not less than the sums specified in Article 3.2. 3.2 For the purpose of this Article, the Minimum Work Programme to be performed, and the corresponding Minimum Expenditure Obligations of the Lessee for each Phase of the Basic Exploration Stage, as described in Article 2, shall be as follows: Minimum Work Programme Phase 1 Phase 2 Phase 3 Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Firm 2D seismic survey Acquisition of 3250 km 2D seismic data 3D seismic survey Acquisition of 1500 km² 3D seismic data Other geophysical survey Shallow geochemical exploration (SGE) Drilling One (1) well – 4000m (water depth + burial) Minimum expenditure Five million (5,000,000) Euros Seven million and five hundred thousand (7,500,000) Euros Twenty five million (25,000,000) Euros

Expenditure attributable to the work for that Phase equals or exceeds the amount of the Minimum Expenditure Obligation for that Phase provided, however, that if, in any Phase, the Lessee has, to the reasonable satisfaction of the Lessor, carried out the Minimum Work Programme for that Phase, or its equivalent for that Phase if approved by the Lessor, then Minimum Expenditure Obligation, notwithstanding any shortfall, shall be deemed for that Phase to have been satisfied. The Lessee has the right to perform the works of the Minimum Work Programme of a subsequent Phase, and said works shall count towards the satisfaction of the Minimum Work Programme of such subsequent Phase. 3.4 Where the Actual Expenditure incurred by the Lessee during a Phase exceeds the Minimum Expenditure Obligation for that Phase, the amount of such excess shall be carried forward and credited against the Minimum Expenditure Obligation in the subsequent Phase; provided, however that nothing in this provision shall be construed as extinguishing, postponing or modifying any obligation of the Lessee to drill an Exploration Well pursuant to this Article. 3.5 An Exploration Well drilled by the Lessee in accordance with Good Oilfield Practices shall be treated as discharging the obligation of the Lessee to drill an Exploration Well under this Article if: (a) it has been drilled to a minimum total depth (i) of 4000 metres or (ii) to any other total depth that has been approved by the Lessor; or (b) before reaching such depth(s), the basement is encountered in the said well below which the geological structure does not have the properties necessary for accumulation of Hydrocarbons in commercial quantities, or (c) insurmountable technical problems which cannot be overcome applying the standards of Good Oilfield Practices not caused or aggravated by the Lessee are encountered at a lesser depth in the said well which make further drilling impractical or represents, applying the standards of Good Oilfield Practices, an unacceptable risk to personnel, property and/or the environment; or (d) the well encounters significantly productive horizons. 3.6 No Appraisal Well, no seismic survey carried out pursuant to an Appraisal Programme, and no expenditure incurred in carrying out such Appraisal Programme shall be treated as discharging or contributing to the discharge of the Lessee’s obligations to carry out the Minimum Work Programme or Minimum Expenditure Obligations. 3.7 The Lessee shall provide, at least five (5) days before the date on which this Agreement is ratified and, if the Lessee has given notices to the Lessor under Article 2.1(b) or Article 2.1(c), before the first day of the Second Phase or before the first day the relevant Phase. The amount of the Bank Guarantee given pursuant to this Article shall be reduced at the end of every Calendar Quarter by an amount equal to the Actual Expenditure incurred by the Lessee during that Calendar Quarter. In order to facilitate the reduction of the Bank Guarantee given pursuant to this Article 3.7, the Lessee shall provide to the Lessor a signed written notice outlining (i) the amount of the reduction of the Bank Guarantee; and (ii) the outstanding amount that the bank may be liable to pay under the Bank Guarantee. The Lessor, on receipt of the notice from the Lessee, shall, no later than forty-five (45) days from the end of the respective Calendar Quarter, sign and release such notice to the relevant bank and (unless Lessee’s notice is contested by the Lessor within the same period) in the event that the Lessor fails to sign and release such notice, the amount of the Bank Guarantee shall nevertheless be deemed to be reduced by the amount set out in the relevant notice. 3.8 Subject to Article 3.3, if, at the end of any Phase, the Actual Expenditure incurred by the Lessee during that Phase (taking account of any amount carried forward pursuant to Article 3.4) does not equal or exceed the Minimum Expenditure Obligation for that Phase, the Bank Guarantee shall provide for the payment thereunder to the Lessor of the full amount of the shortfall. 3.9 For the purpose of this Agreement: "Actual Expenditure" means expenditure incurred by the Lessee during a particular Phase of the Basic Exploration Stage, being: (a) expenditure solely and directly attributable to the activities of the Minimum Work Programme for that particular Phase, as described in Article 3.2 and General and Administrative Costs as defined in 2.5(a) and/or 2.5(b) of Annex C allocated to such activities; and (b) under the condition that the Minimum Work Programme of that Phase has been performed, all expenditure incurred (either before or after such performance) for Exploration Operations in the approved Annual Work Programmes and Budgets for that Phase and the General and Administrative Costs as defined in 2.5(a) and/or 2.5(b) of Annex C allocated to such Exploration Operations. 3.10 The Lessee shall maintain accurate records and accounts of all Actual Expenditure and, with regard to the General and Administrative Costs (as defined in Section 2.5(a) and/or 2.5(b) of Annex C) shall maintain all documents, including invoices, records and time sheets. In order to verify that Actual Expenditure is comprised only of amounts that are required to perform the respective Exploration Operations of a particular Phase, the Lessor shall be entitled, subject to Article 19.13, to conduct an audit in accordance with Section 1.6 of Annex C. 3.11 In respect of that area relinquished or surrendered under Article 6, the Lessee shall, in accordance with Good Oilfield Practices, within six (6) Months from the date of termination of any Phase of the Exploration Stage, remove the installations used, plug and abandon all wells and restore the environment as nearly as possible to the original 4.1 The Lessor and the Lessee shall, within five (5) calendar days of the Effective Date, establish a committee to be known as the Technical Advisory Committee which shall consist of: (a) a chairperson and two other persons appointed by the Lessor; and (b) three other persons appointed by the Lessee. 4.2 Either the Lessor or the Lessee may appoint by notice in writing any person respectively appointed by them to act in the place of any member of the Technical Advisory Committee during his absence or incapacity to act as a member of the Technical Advisory Committee. 4.3 When such alternate member acts in the place of any member, he shall have the powers and perform the duties of such member. 4.4 Without prejudice to the rights and obligations of the Lessee in relation to the management of the Petroleum Operations, the advisory functions of the Technical Advisory Committee shall be the following: (a) Annual Work Programme and Budget: save where an Annual Work Programme and Budget proposed in accordance with Article 5.1. is deemed to have been approved by the Lessor pursuant to Article 5.2, to review the Annual Work Programme and Budget submitted by the Lessee and consider proposals for the revision of specific features thereof submitted by the Lessor; (b) Appraisal Programme: to review any Appraisal Programme submitted by the Lessee to the Lessor and to observe the implementation of the work conducted thereunder and inform the Lessor about the progress of the said works; (c) Development and Production Programme: to review any Development and Production Programme submitted by the Lessee to the Lessor in connection with a Discovery of commercially exploitable Hydrocarbons. 4.5 All meetings of the Technical Advisory Committee shall be held at such places, whether within or, with the prior approval in writing of the Lessor, outside Greece, and at such times, as may be determined unanimously by its members, but not less than one meeting during each semester, in order to inform the Lessor about the progress of the implementation of the Annual Work Programme and Budget. 4.6 In addition to the scheduled meetings of the Technical Advisory Committee, either the Lessor or the Lessee shall have the right to convene a meeting of the Technical Advisory Committee within Greece in the event of an emergency or extraordinary situation by giving not less than three (3) calendar days written notice to each of the members of the Technical Advisory Committee. 4.8 The Lessor and the Lessee shall each have the right to call any expert to any meeting of the Technical Advisory Committee to advise the committee on any matter of a technical nature requiring expert advice. 4.9 All decisions of the Technical Advisory Committee shall be by unanimous vote of the members present at a meeting thereof and together forming a quorum. 4.10 If the Technical Advisory Committee is unable to reach unanimity on any matter being considered by the committee under this Article 4, the matter shall be referred to the Lessee and the Lessor within fifteen (15) calendar days from the date of the meeting where the matter was considered. If the Parties fail to reach unanimity within thirty (30) calendar days of such referral, the matter shall be referred to a Sole Expert for determination in accordance with Article 23. Provided however that in the case of an Annual Work Programme and Budget submitted by the Lessee prior to a Discovery by the Lessee, the proposals of the Lessee, set out in the Annual Work Programme and Budget, shall be deemed to have been accepted by the Technical Advisory Committee so long as those proposals have been devised in conformity with Article 5 and are consistent with and are intended to enable the Lessee to perform its Minimum Work Program and Minimum Expenditure Obligations under Article 3. 5.1 Three (3) Months before the end of each Calendar Year, or at such time as may be mutually agreed by the Parties, the Lessee shall prepare and submit to the Lessor for approval a programme setting forth all works and operations (including studies, exploration, procurement, equipment, installations, etc) to be carried out pursuant to this Agreement during the following twelve (12) Months period with the budgeted cost for each item of the programme (the "Annual Work Programme and Budget"). In the event that the Effective Date is different from the date of commencement of a Calendar Year the Lessee shall submit a work programme and budget for the remaining of the current Calendar Year within sixty (60) Business Days of the Effective Date. At any time, the Lessee may submit for approval by the Lessor, a revision of an Annual Work Programme and Budget for the remaining of the given Calendar Year. 5.2 Within one (1) Month of its submission, the Lessor may ask for clarifications in relation to the Annual Work Programme and Budget and put forward proposals for consideration by the Technical Advisory Committee for the revision of specific features thereof relating to the nature and cost of the works and operations. If the Lessor does not put forward any such proposals within the prescribed time period, the Annual Work Programme and Budget shall be deemed to have been approved by the Lessor. 5.3 Each Annual Work Programme and Budget and any revision or amendment thereof shall be consistent with the requirements of the Minimum Work Programme and Minimum Expenditure Obligation for the relevant Phase. 5.4 If the Lessee and Lessor fail to reach agreement on proposed revisions to the Annual Work Programme and Budget within ten (10) Business Days of the meeting scheduled to consider the matter(s) in issue, then such matter(s) shall be referred to a Sole Expert for determination. 5.5 Subject to the rights and obligations of the Lessee and in accordance with Article 4.5, the Lessor shall have the right to follow up the performance of the Annual Work Programme and Budget. 5.6 In the event that extraordinary circumstances arise that are not provided for in the Annual Work Programme and require immediate action, the Lessee may take all proper steps for the achievement of the objectives of the Agreement. Any resulting costs shall be included in the expenses referred to in Section 3.1 of Annex C. The Lessor shall be forthwith notified of all modifications referred to above. the Lessee set out in the Annual Work Programme and Budget shall be deemed to have been accepted by the Technical Advisory Committee so long as those proposals have been devised in conformity with this Article 5 and are consistent with and are intended to enable the Lessee to perform its Minimum Work Program and Minimum Expenditure Obligations under Article 3. which pursuant to Article 7 has become an Exploitation Area. (d) When, pursuant to this Article, the Lessee surrenders or relinquishes part of the Contract Area the remaining area or areas shall be rectangular in shape and constitute not more than two non-contiguous areas. 6.3 Clean-up Prior to surrender or relinquishment of the Contract Area or any part of it, the Lessee shall: (a) in accordance with Good Oilfield Practices, perform any necessary clean-up activities including removal of any facilities and equipment installed by the Lessee, in order to restore such area as nearly as possible to the original condition that existed on the Effective Date; (b) fulfil its obligations under Articles 9.1 and 9.2; and (c) take action necessary to prevent hazards to environment, human life or property.

7.1 Where the Lessee makes a Discovery of Hydrocarbons in the Contract Area it shall inform the Lessor promptly by notice in writing and communicate the test(s) and/or other technical evaluation(s) to be made in connection with the Discovery in order to determine the extent to which the Discovery is potentially of commercial interest. The results from those tests and/ or technical evaluations thereof shall be submitted to the Lessor as soon as such tests and/ technical evaluations have been completed. 7.2 Where the Lessee makes a discovery of any subsoil resource in the Contract Area which is not a Hydrocarbon, it shall inform the Lessor promptly by notice in writing. 7.3 Save in the event that the Lessee informs the Lessor when test results are submitted that the Discovery does not merit appraisal, or does not merit appraisal until further exploration drilling has taken place in the Contract Area, the Lessee shall, when the tests referred to in Article 7.1 are completed, prepare and submit to the Lessor for approval an Appraisal Programme relating to the Discovery. Within two (2) Months from the date on which the Appraisal Programme is submitted to the Lessor, the Lessor will approve the Appraisal Programme unless, after its review by the Technical Advisory Committee, the Lessor determines that the Appraisal Programme is unlikely to satisfy the requirements of Article 7.5 (a) to (e). In that event, if the Lessor and the Lessee are unable to agree appropriate changes to the Appraisal Programme, the matter or matters in dispute will be referred to a Sole Expert for determination in accordance with Article 23. 7.4 When an Appraisal Programme has been completed, the Lessee will inform the Lessor by a notice in writing whether the Discovery is commercially exploitable, and the determination of the Lessee in that regard shall be final. 7.5 A notice in writing under Article 7.4 shall be accompanied by a report on the Discovery containing particulars of: (a) The chemical composition, physical and thermodynamic properties and quality of Hydrocarbons discovered; (b) The thickness and extent of the production strata; (c) Petrophysical properties of the Hydrocarbon Reservoir formations; (d) The Hydrocarbons Reservoir's productivity indices for the wells tested at various rates of flow; (e) Permeability and porosity of the Hydrocarbon Reservoir formations; (f) Estimate of the production capacity of the Hydrocarbons Reservoir; (g) Feasibility studies and technical and economic evaluations carried out by or for the Lessee in relation to the Discovery; (h) Evaluation of the Hydrocarbons Reservoir and adjoining areas; and

7.6 Where the Lessee by notice in writing under Article 7.4, has informed the Lessor that the Discovery is commercially exploitable: (a) as soon as possible thereafter, the Lessor and the Lessee will meet and delimit by mutual agreement the Exploitation Area in respect of the Discovery, to the extent that such a delimitation is possible within the boundaries of the Contract Area. Notwithstanding solely the size limitations set out in paragraph 9 of article 5 of the Hydrocarbons Law, the said Exploitation Area shall include, in a single area, the Hydrocarbons Reservoir in respect of which the notice was given under Article 7.4, together with a reasonable margin surrounding the periphery of that area. In the event that the Lessor and the Lessee are unable, within sixty (60) calendar days from the date of the notice under Article 7.4, to agree on the boundaries of the Exploitation Area, either the Lessor or the Lessee may refer the matter for determination by a Sole Expert in accordance with Article 23. (b) Without prejudice to the provisions of Article 2.3(b), the Lessee will prepare and submit to the Lessor, not later than six (6) Months from the date of the notice given under Article 7.4, a Development and Production Programme in respect of the Discovery. The Development and Production Programme shall be consistent with the requirements listed in paragraph 2 article 2 of the Presidential Decree, be prepared on sound engineering and economic principles in accordance with Good Oilfield Practices and be designed to ensure: (i) the optimum economic recovery of Hydrocarbons by the efficient, beneficial and timely use of the hydrocarbon resources of the Exploitation Area; and (ii) adequate measures for the protection of the environment in conformity with accepted standards prevailing in the international petroleum industry, and taking account of the particular characteristics of the Contract Area. (c) Without prejudice to the generality of the requirements set out in Article 7.6(b), the Development and Production Programme will contain the following particulars: (i) Feasible alternatives for the development and production of the Discovery, including the method for disposition of Associated Gas; (ii) Proposals relating to the spacing, drilling and completion of production and injection wells, the production and storage installations and transport and delivery facilities required for the production, storage and transport of Hydrocarbons. The proposals will include the following information: (A) estimated number of production and injection wells; (B) particulars of production equipment and storage facilities; (C) particulars of feasible alternatives for transportation of the Hydrocarbons including pipelines;

(1) The production profiles for Crude Oil and Natural Gas from the Hydrocarbon Reservoirs; (2) Specific steps which the Lessee proposes to take during production in accordance with Good Oilfield Practices to prevent pollution and to restore the environment when the Exploitation Stage terminates; (3) Cost estimates of capital and recurrent expenditures; (4) Economic feasibility studies carried out by or for the Lessee in respect of the Discovery taking into account the location, meteorological conditions, cost estimates, the price of Hydrocarbons and any other relevant data; and evaluations thereof; (5) Safety measures to be adopted in the course of the Exploitation Operations, including without limitation, measures complying with the “Offshore Safety Law” and dealing with emergencies; (6) Estimate of the time required to complete each phase of the Development and Production Programme; and (7) The Delivery Point for the delivery of the Lessor In-Kind Royalty. 7.7 At or before the time the Development and Production Programme is submitted to the Lessor, the Lessee , if so requested by the Lessor and in addition to the EIS prepared in accordance with Article 12, shall make available to the Lessor, in accordance with Article 12, an environmental impact study prepared by an Independent Third Party (approved by the Lessor) with expertise in the field of international environmental studies, for the purpose of assessing the effects of the proposed development on the environment, including its effect on human beings, wild life and aquatic life in and around the Exploitation Area. This environmental impact study shall, as a minimum, address the matters referred to in Article 12.6. 7.8 Within two (2) Months from the date on which the Development and Production Programme was submitted to the Lessor, the Lessor will approve the Development and Production Programme unless the Lessor, after review of such Programme by the Technical Advisory Committee, determines that the Programme does not satisfy the requirements of Article 7.6(b). In that event, if the Lessor and the Lessee are unable to agree appropriate changes to the Development and Production Programme, the matter or matters in dispute will be referred to a Sole Expert in accordance with Article 23. 7.9 Subject to Article 23.2(f), the opinion of the Sole Expert shall be binding on the parties with the effect that: (a) if the Sole Expert is of the opinion that the Development and Production Programme as submitted by the Lessee meets the requirement of Article 7.6 (b), the Development and Production Programme shall be deemed to have been approved by the Lessor;

later than sixty (60) calendar days from the date on which the expert has given his opinion, either re-submit the Development and Production Programme amended to take account of the opinion of the Sole Expert or surrender the Exploitation Area; and (c) where the Lessee has re-submitted the Development and Production Programme, amended as aforesaid, the Development and Production Programme, as so amended, shall be deemed to have been approved by the Lessor within one week after receipt by the Lessor.

8.1 Subject to the possibility of an extension (for two (2) extensions of five (5) years each) in accordance with paragraph 13 of article 5 of the Hydrocarbons Law, the duration of the Exploitation Stage for each Exploitation Area shall be twenty five (25) years from the date on which a notice was given by the Lessee to the Lessor under Article 7.4. 8.2 The Lessee may at any time unconditionally surrender 100% of its Hydrocarbons Exploitation rights over any one (1) or more or over all of the Exploitation Areas created under the terms of Article 7.6, by serving notice to the Lessor ninety (90) calendar days in advance. Such surrender shall give the Lessee no claim whatsoever against the Lessor in respect of costs or damages. Surrender by the Lessee of less than 100% of its exploitation rights in any Hydrocarbons Exploration Area or surrender with conditions shall not be permitted, but nothing in this paragraph shall be read or construed as prohibiting a Co-Lessee from withdrawing from the Agreement provided that its rights and obligations under this Agreement are assumed by the remaining CoLessees (or by a third party) in accordance with Article 20. 8.3 Upon the expiration of the Exploitation Stage in any Exploitation Area, this Area shall revert, free and clear, to the State. (a) The use of real property, which has been acquired pursuant to the provision of paragraph 3, of article 6 of the Hydrocarbons Law and paragraphs 1 to 5, inclusive, of article 11 of the same Law, shall be turned over to the Lessor ipso jure without the payment of any consideration. (b) Real property which has not been acquired pursuant to the above mentioned articles of the Hydrocarbons Law, shall be transferred to the Lessor at a fair market value taking due account of the condition of each asset (on an "as is basis"). In the event that an agreement cannot be reached on a fair market value for any such asset, the matter shall be referred for determination to a Sole Expert under Article 23. (c) Without prejudice to Article 10.5, the Lessor maintains a right of first purchase regarding movable property being under the ownership of the Lessee. This right shall be executed at a fair market value taking into consideration the condition of each asset and each asset shall be transferred as it is (on an "as is basis"). In the event that an agreement cannot be reached on a fair market value for such assets, the matter shall be referred for determination to a Sole Expert under Article 23. (d) In respect of the assets acquired by the Lessor under this Article, the Lessor shall bear no responsibility whatsoever to the lenders of the Lessee, if any, for any of the Lessee's debts and the Lessee hereby indemnifies and holds harmless the Lessor against any claims by such lenders, if any. In the event that security has been granted in favour of any such lender the Lessee is obliged to release the security before the property reverts to the State.

Lessee for its Petroleum Operations in other Exploitation Area(s) in the Contract Area, the Parties shall meet to agree if, to what extent and under what conditions such transfer to the State shall occur so as to allow the Lessee to conduct its Petroleum Operations in the remaining Exploitation Area(s). 8.4 Unless the Lessor states otherwise, no later than six (6) Months prior to the expiration of the Exploitation Stage the Lessee shall be obliged to: (a) plug all producing wells and known water zones and/or aquifers: (b) remove all installations; and (c) restore the environment in accordance with the proposals set out in the Development and Production Programme, the EIS and any further environmental impact study prepared pursuant to Article 12. 8.5 A committee shall be formed in accordance with the provisions of Article 8.6 for the monitoring and coordination of work to ensure the fulfilment of the Lessee's obligations under Article 8.4 ("The Committee for the Removal and Disposal of the Installations"). This Committee shall comprise three (3) members. One member shall be appointed by the Lessor, one by the Lessee and the third member, who shall be the chairman of the Committee, shall be appointed by the two already appointed members, jointly. This third member shall be selected from persons who are independent of the Lessor and the Lessee and have experience on matters of Good Oilfield Practices. If the two members fail to appoint the third member of such Committee within thirty (30) calendar days of their appointment, the Lessor or the Lessee shall be entitled to request the selection and the appointment of the third member by the Sole Expert. (a) The time when the Committee for the Removal and Disposal of the Installations shall be empowered to act shall be determined by the mutual agreement of the Lessor and the Lessee which shall be reached upon either the date referred to in Article 8.6 (i) or in Article 8.6 (ii). (b) The Committee shall examine all technical, legal, environmental and fiscal matters related to the removal of the installations and may, at its discretion, request the assistance of specialists on such subjects. (c) The Committee shall decide in accordance with the opinion of the majority of its members and its decisions shall be binding upon the Lessor and the Lessee. The Committee's decision is subject to the approval of the Minister. (d) The Committee's expenses shall be paid by the Lessee and shall be debited to the Lessee's income and expenditure account. 8.6 In order to cover the expenses which will be required for the operations referred to in Article 8.4 and in accordance with the provisions of article 8.2 of the Presidential Decree, the Lessee shall, either from (i) the beginning of the sixth year from the Commercial Production Date where Crude Oil is produced; or, (ii) the beginning of the ninth year from the Commercial Production Date where Natural Gas, or Natural Gas and Condensates are produced, open a special dedicated account in a bank or banks legally operating in Greece. During the Exploitation Stage it shall periodically

obligations to remove the installations. The procedure and all relevant details for these periodic deposits shall be mutually agreed upon the Commercial Production Date. If no agreement is reached, the matters in issue shall be referred to the Sole Expert for determination as provided in Article 23.2. The time when the special reserve shall be used as well as the necessary amounts and the time when the Lessee shall deposit them, shall be determined by decision of the Committee for the Removal and Disposal of the Installations. Any funds accumulated in the special reserve, without the relevant interest, shall be debited to the Lessee's income and expenditure account. 8.7 The obligations to remove installations shall be suspended following the consent of the Minister, such consent not to be unreasonably withheld or delayed, for whatever period of time the existence of such installations is considered necessary for the performance of the Lessee's operations in the Contract Area or in another contract area, in accordance with the provisions and the procedure laid down in paragraph 4 of Article 10 of the Hydrocarbons Law. 8.8 The provisions of Article 8.4 shall apply mutatis mutandis where the Lessee is declared to have forfeited pursuant to paragraphs 8 to 11 (inclusive) of article 10 of the Hydrocarbons Law or where the Lessee surrenders its Hydrocarbons Exploitation rights pursuant to paragraph 14 of article 5 of the same Law and Article 8.2. The provisions of Articles 8.6 and 8.7 shall also apply, mutatis mutandis, if the Committee for the Removal and Disposition of Installations has been established, where such forfeiture or surrender has taken place.

9.1 The Lessee will carry out Petroleum Operations in the Contract Area: (a) in accordance with: (i) the Hydrocarbons Law and Offshore Safety Law and other applicable provisions of the Law, including but not limited to regulations made under paragraph 1 of article 12A of the Hydrocarbons Law; and (ii) the Presidential Decree, which in accordance with paragraph 29 of article 2 of the Hydrocarbons Law, is applicable to this Lease Agreement; (b) diligently, in accordance with Good Oilfield Practices, and in a safe workmanlike manner and, in respect of Petroleum Operations in any Exploitation Area, in compliance with the Development and Production Programme for that area. 9.2 Without prejudice to the generality of the foregoing, the Lessee, in accordance with such laws as may be prescribed from time to time, will: (a) take all reasonable measures to control the flow and to prevent loss in any form or waste of Hydrocarbons above or under the ground during drilling, producing, gathering, distributing or storage operations; (b) take whatever practical measures are necessary to prevent any injurious ingress of water or damage of any kind to any Hydrocarbon-bearing formation which may be encountered while drilling operations are in progress, or upon abandonment of any well and shall carefully locate and preserve any fresh water sources discovered in the course of such operations; (c) take all reasonable precautions against fire and any unwarranted wasting of Hydrocarbons or water; (d) upon completion of the drilling of a well, inform the Lessor when the well will be tested and the production rate ascertained; (e) except in instances where multiple producing formations in the same well can be produced economically only through a single tubing string, refrain from producing Hydrocarbon from multiple oil carrying zones through one string of tubing at the same time, except with the prior written approval of the Lessor. (f) if the Lessor, acting reasonably, has determined that works or installations erected by the Lessee may endanger the physical safety of third parties or their property or cause pollution or other environmental damage harmful to people, animals, aquatic life or vegetation, take, as may be required by the Lessor, remedial measures and repair damage to the environment; (g) effect and maintain for Petroleum Operations insurance coverage of the type, and in such amount, as is customary in the international petroleum industry in accordance with Good Oilfield Practices, and, on request, furnish to the Lessor certificates evidencing that such coverage is in effect when any surrender takes place. The said insurance shall, without prejudice to the generality of the foregoing cover those matters described in Annex E, and be subscribed towards insurers