Timor-Leste and Australia

13/04/2013

The contract area is detailed in Annex A and in the map in Annex B

Eni JPDA 11-106 B.V., INPEX Offshore Timor-Leste, Ltd., Timor Gap PSC 11-106, Unipessoal Limitada

JPDA 11-106

JPDA 11-106

Petroleum

Timor-Leste Auteridad Nacional de Petroleo

This agreement shall terminate on the first to occur of: (i) all of the contract area being relinquished pursuant to Art. 3; (ii) the parties so agree; (iii) termination pursuant to sub-Art. 2.4; or (iv) the treaty ceasing to be in force.

Production sharing contract

The development plan shall include an environmental impact statement and proposals for environmental management covering the life of the development. Within 3 months of the effective date, Eni JPDA 11-106 B.V., INPEX Offshore Timor-Leste, Ltd., Timor Gap PSC 11-106, Unipessoal Limitada (Eni JPDA and companies) shall submit to Timor Sea Designated Authority, for its approval, plans in regard to: (i) the health, safety and welfare of persons in or affected by petroleum operations; and (ii) the protection of the environment (including the marine environment and atmosphere and the prevention of pollution); in order to reduce the risks to the personnel and the environment so they are as low as reasonably practicable. The plans shall be reviewed annually and amended from time time as may be necessary to ensure its continuing compliance with good oil field practice. (b) Eni JPDA and companies shall clean up pollution resulting from petroleum operations to the satisfaction of Timor Sea Designated Authority, and meet the costs of so doing to the extent done by anyone else.

Eni JPDA 11-106 B.V., INPEX Offshore Timor-Leste, Ltd., Timor Gap PSC 11-106, Unipessoal Limitada (Eni JPDA and companies) shall carry out petroleum operations, and shall procure that they are carried out, in a proper, efficient and workmanlike manner, and in accordance with Code, this agreement and good oil field practice. In particular, Eni JPDA and companies shall carry out petroleum operations, and procure that they are carried out to: - protect the environment, ensure that petroleum operations result in minimum ecological damage or destruction, and clean up pollution: - ensure the safety, health and welfare of persons in or about the petroleum operations; - maintain in safe and good condition and repair all structures, facilities, installations, equipment and other property, and other works, used or to be used in petroleum operations; - on the earlier of either termination of this agreement or when no longer required for petroleum operations abandon, decommission, transfer, remove and/or dispose of all structures, facilities, installations, equipment and other property, clean up the contract area and make it good and safe, and protect the environment, to the satisfaction of Timor Sea Designated Authority; - control the flow and prevent the waste or escape of petroleum, water or any product used in or derived by processing petroleum; - prevent the escape of any mixture of water or drilling fluid with petroleum or any other matter; - prevent damage to the petroleum-bearing strata in or outside the contract area; - prevent water or any other matter entering the Reservoir through wells in the contract area, except when required by, and in accordance with, the development plan and good oil field practice; - minimize interference with navigation and fishing; and - remedy in a timely fashion any damage caused to the environment. Except with the consent of Timor Sea Designated Authority, or in an emergency, Eni JPDA and companies shall not flare petroleum.

Timor Sea Designated Authority may require, at Eni JPDA 11-106 B.V., INPEX Offshore Timor-Leste, Ltd., Timor Gap PSC 11-106, Unipessoal Limitada (Eni JPDA and companies)'s cost, an independent audit (starting, except in the case of manifest error or fraud, within 24 months after the end of the calendar year, and concluding within 12 months of this start) of Eni JPDA and companies’ books and accounts relating to this agreement for any calendar year. Timor Sea Designated Authority, may inspect and audit (by itself or as it directs)and at its own cost, Eni JPDA and companies’ books and accounts relating to this agreement for any calendar year (starting within 24 months after the end of the year, and concluding within 12 months of this start). Eni JPDA and companies shall fully and expeditiously assist and cooperate with audits. The audit provisions apply in respect of affiliates of Eni JPDA and companies. Eni JPDA and companies shall use their best endeavors to procure that its affiliates comply with them.

Any petroleum not taken for royalties or recoverable cost petroleum shall be shared as to 40% by Timor Sea Designated Authority and as to 60% by Eni JPDA 11-106 B.V., INPEX Offshore Timor-Leste, Ltd., Timor Gap PSC 11-106, and Unipessoal Limitada, collectively

In each calendar year, Eni JPDA 11-106 B.V., INPEX Offshore Timor-Leste, Ltd., Timor Gap PSC 11-106, and Unipessoal Limitada shall take 95% of every grade and quality of petroleum as delivered at the field exit point but not more than is equal in value to recoverable costs for the calendar year concerned

In each calendar year, Timor Sea Designated Authority shall take a royalty of 5%

Eni JPDA 11-106 B.V., INPEX Offshore Timor-Leste, Ltd., Timor Gap PSC 11-106, Unipessoal Limitada shall take reasonable steps to comply with the proposals submitted as Annex D to this agreement in respect of training, employment and the acquisition of goods and services, and shall with due regard to occupational health and safety requirements, give preference in employment in petroleum operations to nationals and permanent residents of Timor-Leste.

Eni JPDA 11-106 B.V., INPEX Offshore Timor-Leste, Ltd., Timor Gap PSC 11-106, Unipessoal Limitada (Eni and companies) shall take reasonable steps to comply with the proposals submitted as Annex D to this agreement in respect of training, employment and the acquisition of goods and services, and shall give persons based in Timor-Leste a real opportunity to compete for delivery of goods and services, provided they are offered on competitive terms and conditions. For all Eni and companies' sub-contracts (except contracts taken on assignment from other operations), ensure local content provisions are included in such sub-contracts and in particular for the drilling rig, rig services, supply, logistics and the petroleum infrastructure; Provide the resources to actively ensure that sub-contractors are in compliance with their local content provisions.

Eni JPDA 11-106 B.V., INPEX Offshore Timor-Leste, Ltd., Timor Gap PSC 11-106, Unipessoal Limitada (Eni and companies) shall take reasonable steps to comply with the proposals submitted as Annex D to this agreement in respect of training, employment and the acquisition of goods and services. Eni and companies shall provide 6 months of Dili-based training in English, IT, HSF, and petroleum geoscience and engineering to 10 qualified Timorese graduates, secondment to 5 qualified Timorese graduates during the exploration period and additional secondments to 5 qualified Timorese graduates in the event that 1 or more contingent wells is drilled. Implementation of the training and scondments is subject to prior approval of the Timor Sea Designated Authority. Any costs and expenditure incurred in implementing the proposals set out in Annex D are costs being incurred in carrying on petroleum operations and are deemed to be recoverable costs.

Eni JPDA 11-106 B.V., INPEX Offshore Timor-Leste, Ltd., Timor Gap PSC 11-106, Unipessoal Limitada (Eni JPDA and companies) shall provide for third party access to the structures, facilities, installations, equipment and other property within the contract area on reasonable terms and conditions. Eni JPDA and companies shall use all reasonable efforts to negotiate a satisfactory agreement for third party access, and where mutual agreement cannot be reached, Timor Sea Designated Authority after consultation with the joint commission, shall set the terms for such third party access after taking into account internationally accepted principles, good oil field practice and operational requirements and standards.

In contract years 1,2 and 3 mentioned below, Eni JPDA 11-106 B.V., INPEX Offshore Timor-Leste, Ltd., Timor Gap PSC 11-106, Unipessoal Limitada shall carry out an exploration work program and budget of not less than the amount of work specified for these contract years below: Years 1-2: Data Evaluation: Evaluation of drillable prospects, Jahal & Kuda Tasi discoveries and the outcome of any exploration drilling. Evaluation of exploration well results Survey: Nil Wells: 2 firm exploration wells, 2 contingent exploration or appraisal wells may be drilled in years 1, 2 or 3. Year 3: Data Evaluation: Evaluation of exploration well results Surveys: Nil Wells:

If a dispute arises between Timor Sea Designated Authority and Eni JPDA 11-106 B.V., INPEX Offshore Timor-Leste, Ltd., Timor Gap PSC 11-106, Unipessoal Limitada (Eni JPDA and companies) relating to the interpretation and performance of this agreement and relevant provisions of the Treaty and the Code, the parties shall attempt to resolve that dispute by means of negotiation. If such a dispute cannot be resolved by negotiation within a period of 90 days, either party may submit that dispute to arbitration. Arbitration shall be conducted in accordance with the Rules of Arbitration of the International Chamber of Commerce (ICC). The place of arbitration shall be Singapore. The Language of the arbitration shall be English. The majority decision of the arbitrators shall be final and binding on the parties. An award made may be enforced in any court having jurisdiction for the purpose. Both Timor Sea Designated Authority and Eni JPDA and companies waive any claim to sovereign immunity which they may have, both as to process and execution. The obligations of the parties under the agreement shall continue pending the resolution of any matter submitted to arbitration.

Except with the consent of Timor Sea Designated Authority, or as required by law or the rules of a recognized stock exchange, Eni JPDA 11-106 B.V., INPEX Offshore Timor-Leste, Ltd., Timor Gap PSC 11-106, Unipessoal Limitada (Eni JPDA and companies) may net sell or disclose any such data, information and records without the consent of Timor Sea Designated Authority or as otherwise provided in this agreement. Except as otherwise provided in this agreement or with the consent of Eni JPDA and companies, Timor Sea Designated Authority shall not publicly disclose or, other than for the purpose of the administration of the Treaty or the Code, or as otherwise required by the Treaty or the Code or for the resolution of disputes under this agreement, make available to any person, any data or information until the earlier of: (i) 5 years after the data or the information was acquired by Eni JPDA and companies; and (ii) this agreement ceasing to apply; (b) except with the consent of Timor Sea Designated Authority, and in accordance with the conditions (if any) of the consent, Eni JPDA and companies shall not disclose the data or information mentioned in sub- Art. 13.1 other than: (i) to its employees, agents, contractors, and affiliates to the extent necessary for the proper and efficient carrying on of petroleum operations; (ii) as required by law; (iii) for the purpose of the resolution of disputes under this agreement; or (iv) as required by a recognized stock exchange. Except with the consent of Eni JPDA and companies, Timor Sea Designated Authority shall not publicly disclose or, other than for the purpose of the administration of the Treaty or Code, or as otherwise required by the Treaty or the Code or for the purpose of the resolution of disputes under this Agreement, make available to any person, any data or information submitted to it by the Contractor which: (i) is a trade secret of, or other data and information the disclosure of which would, or could reasonably be expected to, adversely affect, Eni JPDA and companies in respect of their lawful business, commercial, or financial affairs; and (ii) was clearly marked as such when it was submitted to Timor Sea Designated Authority.