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THIS DEED IS MADE this 1st day of April 2022, between


Honourakle.Vickram.Bharrat, the Minister of Natural Resources being the


Minister Responsible for Petroleum of the Co-operative Republic of Guyana


(hereinafter referred to as "the Minister") of the one part;


-And-





Esso Exploration and Production Guyana Limited, a company


incorporated in the Bahamas and registered in Guyana as an external


company pursuant to the Companies Act 1991, with a registered office at


Harry B. Sands, Lobosky Management Co. Ltd., Office Number 2, Pineapple


Business Park, Airport Industrial Park, Nassau, Bahamas (hereinafter


referred to as "Esso"), CNOOC Petroleum Guyana Limited, a company


incorporated in Barbados and registered in Guyana as an external company


pursuant to the Companies Act 1991 , with a registered office at Bynoe


Martinez & Co., Attorneys-at-Law, Morgan House, St. Peter BB26023,


Barbados (hereinafter referred to as "CNOOC"), and Hess Guyana


Exploration Limited, a company incorporated in the Cayman Islands


and registered in Guyana as an external company pursuant to the


Companies Act 1991, with a registered office at Sterling Trust (Cayman)


Limited, Whitehall House, 238 North Church Street, P.O. Box 1043, Grand


Cayman, KY1-1102, Cayman Islands (hereinafter referred to as "Hess"), and


collectively, Esso, CNOOC and Hess hereinafter referred to as the


"Licensee", of the other part.





WHEREAS pursuant to the Petroleum (Exploration and


Production) Act No. 3 of 1986 (the "Act") and the Regulations made


thereunder (the "Regulations"), the Licensee applied to the Minister (the








• Page 1 of 69


Yellowtail Petroleum Production Licence-1st April 2022


"Application") for the grant of a Petroleum Production Licence in respect of


the block or blocks described and identified in the Schedule hereto and


shown on the map in the said Schedule (the "Production Area");








AND WHEREAS, the Application was accompanied by the


Licensee's detailed proposals including data, documents, reports,


statements and forecasts pertaining to the construction, establishment and


operation of certain facilities and services for and incidental to the recovery,


processing, storage and transportation of petroleum from the Production


Area in such manner so as to ensure, inter alia:





(a) the most efficient and beneficial use of the petroleum resources


concerned;





(b) the level of production is consistent with the maximum efficient rate


of production which conforms to sound reservoir engineering


principles in accordance with good international petroleum industry


practice;


(c) the satisfactory employment and training of citizens of Guyana;


(d) the satisfactory procurement of goods and services obtainable


within Guyana; and


(e) the prevention of pollution, the treatment of production operation


wastes and the safeguarding of natural resources and the


environment,








which said proposals including data, documents, reports, statements and


forecasts constitute the Field Development Plan: Yellowtail Project,


document number GYYT-GP-BPFDP-0o-0001, Rev 2 dated February,


2022, as such Field Development Plan: Yellowtail Project may hereafter be








Page 2 of 69


Yellowtail Petroleum Production Licence-Ist April 2022


amended from time to time with the written approval of the Minister (the


"Development Plan");





AND WHEREAS the Licensee has adequate financial resources


and the technical and industrial competence and experience to carry on


effective petroleum operations and is able and willing to comply with the


conditions on which the Petroleum Production Licence applied for is


proposed to be granted, as hereinafter set out;





AND WHEREAS after conducting an examination of the


Application and Development Plan, the Minister is satisfied that the








Licensee has met the requirements of the Act and Regulations, taking into


due consideration good international oilfield practices and industry


standards, in furtherance of the Government of the Cooperative Republic of


Guyana's responsibility to prudently manage Guyana's petroleum resources


for the benefit of all Guyanese, present and future;


AND WHEREAS, the Minister has given the Licensee notice that


the Development Plan satisfies the requirements as set out in the Petroleum


Agreement between the Government of the Cooperative Republic of Guyana


and Esso, CNOOC and Hess dated 27 June 2016, No. 1794 of 2016, covering


the Stabroek Block (the "Petroleum Agreement"), such notice dated 1st April


2022;





NOW, THEREFORE in exercise of the powers conferred upon the


Minister by section 35(1) of the Act, I, Honourable Vickram Bharrat,


Minister of Natural Resources and Minister Responsible for Petroleum, do


hereby grant to the Licensee for a period of twenty (20) years next after the


date hereof, this Petroleum Production Licence (the "Licence") in respect of





Page 3 of 69 o


Yellowtail Petroleum Production Licence-Ist April 2022


the block or blocks constituting the Production Area described and


identified and shown on the map in the Schedule hereto, conferring on the


Licensee, subject to the said Act and the Regulations, and conditions


specified hereunder or to which the Licence is otherwise subject, exclusive


rights -


(a) to carry on prospecting and production operations in the Production


Area;





(b) to sell or otherwise dispose of petroleum recovered; and


(c) to carry on such operations and execute such works in the





Production Area as are necessary for, or in connection with, any


matter referred to in paragraph (a) or (b) above.








2. This Petroleum Production Licence is granted subject to the following


‘ conditions: ---


(a) The Licensee shall give effect to the Petroleum Agreement entered


into by the Licensee for a licence, such Petroleum Agreement being


executed on the 27th day of June 2016 and effective as of the 7th day


of October 2016.


(b) Subject to the Petroleum Agreement, the Licensee shall supply


petroleum or petroleum products to the extent specified by the


Minister from time to time to meet the requirements of Guyana.


(c) Subject to the Petroleum Agreement, the Licensee shall comply with


such orders as may be made by the Minister from time to time with


gg Page 4 of 69


Y Yellowtail Petroleum Production Licence - 1st April 2022


 respect to the refining, disposal or sale of petroleum which may be


recovered in the Production Area.








(d) The Licensee shall, before commencing any production operations in


the said Production Area, furnish to the Chief Inspector the name








and address of the Manager resident in the locality of the said


Production Area under whose supervision such operations are to be


carried on. Any notice which the Minister or any person authorised


by him is, in conformity with this Licence, required or entitled to


serve upon the Licensee shall be sufficiently served if the same shall


be delivered or sent by post to such Manager at such address.


(e) The Licensee shall not remove petroleum from the Production Area


from which it has been obtained to any other area, or dispose of it in


any manner without the written consent of the Minister or the Chief


Inspector.








(f) Operator





(i) The Operator shall be Esso. The Operator may only be


changed by the Licensee to another party not comprising the


Licensee as of the date of this Licence, with the written consent


of the Minister.





(ii) In the event that the Licensee intends to change operatorship


to another party comprising the Licensee, the Licensee shall


notify the Minister, in writing, no less than six (6) months


prior to such intended change, unless such time is not


reasonably practical, in which case the Licensee shall provide


such written notice as soon as reasonably practicable together





‘ Page 5 of 69,/


Yellowtail Petroleum Production Licence 1ST 9099


 with justification for not meeting the six (6) month timeline.


The Licensee shall include with such notification all reasons


for the proposed change and supporting documentation


concerning the transfer of operatorship, including such


evidence of the financial resources and the technical and


industrial competence and experience of the proposed


Operator, as the Minister shall require.





(iii) The Licensee shall provide the Minister with a certified copy


of, any amendment to, or replacement of the joint operating


agreement or agreements in effect from time to time between


the Operator and the other parties comprising the Licensee


which will include, inter alia, a provision whereby the


Operator agrees to conduct petroleum operations in


accordance with the Petroleum Agreement, this and other


Licences, and the laws of Guyana.





(g) Work Commitments





(i) The Licensee shall adhere in all material respects to the


Development Plan and the tenets thereof which shall





constitute the Licensee's work commitments for the


Production Area.


(ii) The Development Plan, including all its modifications,


amendments, replacements, substitutions or conditions shall


constitute an Attachment to this Licence and shall form part


of the Licence.











Page 6 of 69


Yellowtail Petroleum Production Licence- 1ST April 2022


 (iii) The Licensee shall not carry out any other development plan


either in the Production Area or elsewhere, except with the


written consent of the Minister or in accordance with the


Development Plan which the Minister has approved.





(h) Maintenance of Online Data Sharing Facilities





(i) The Licensee shall maintain online data sharing facilities for


the Yellowtail Development Plan for the duration of the


Licence and any extension(s) thereto. The Licensee shall





ensure that the Minister shall be afforded access thereto,


including by reference to a commercially reasonable level of


system uptime, including providing necessary technical


support and training on the use of such facilities and


responding to related inquiries in a timely manner and with


all reasonable speed. The facilities shall contain and make


available at all times all submissions, proposals, data,


documents, reports and forecasts submitted by the Licensee


(a) from the date of the application; (b) during the course of


the review of the accompanying Development Plan; and (c)


subsequent to licence grant, all approved amendments,


adjustments or updates. The facility shall include


functionality that tracks any changes and their timing and


provenance.








(i) Commissioning





(i) The Licensee shall submit to the Minister for review and


consultation detailed commissioning plans for the Yellowtail





2/


Page 7 of 69


Yellowtail Petroleum Production Licence - 1st April 2022


development no less than one hundred and eighty (180) days


before the start-up date. The Licensee shall make all best


efforts to cooperate with the Minister to finalize the said


commissioning plan no less than sixty (60) days prior to the


startup date.


(ii) The commissioning plan shall include a clear definition of


“commissioning”, detail all required and expected


commissioning procedures (including the rationale and time


required for each), and such other information concerning the


commissioning of equipment as the Minister shall require. As


part of the plan the expected and contingent flaring


requirement shall be clearly defined by stating, at minimum:


a. Reasons why flaring will be required identifying each


operation and whether or not that operation is expected


or contingent and the amount and rate of flaring


associated with each operation shall be defined; if


contingent, the circumstances for implementing the


operation shall be clearly defined.


b. The total estimated quantity and rate of flaring expected.


(iii) If the Licensee foresees that the period described in the


Commissioning Plan may be exceeded, the Licensee shall first


provide written notice to and all information requested by the


Minister, and shall comply with the provisions applicable to


Commissioning and Start-up as set out in the Environmental


Permit issued by the Environmental Protection Agency,


Reference No. 20210406-YTPEX and dated 30th March 2022,


and as may be amended, augmented, or re-issued, as the case





Page 8 of 69


Yellowtail Petroleum Production Licence-1st April 2022


 may be, from time to time (the “Environmental Permit”).


Thereafter, the Licensee shall make all best efforts to (a)


engage with the Minister regarding any issues raised and/or


information required by the Minister; (b) work to mitigate


issues contributing to the extension of commissioning; and (c)


seek aligned opportunities to complete commissioning in the


earliest practicable timeframe.











(j) Technology





(i) Where the Licensee intends to implement a modification to a


development which involves installation, or replacement of


approved or existing equipment with any equipment known to be





new / novel to the petroleum industry or utilise unproven or


experimental technology in a significant application, the Licensee


shall first provide information related to the efficacy and


technological qualification - including a cost and environmental


benefit analysis of its impact on the project to which it will be


installed - of the proposed technology and equipment, including


an analysis showing the suitability of the equipment and


technology for local operating conditions, for the review and


written approval of the Minister prior to the Licensee incurring


any related costs to acquire or install the equipment. Such


information shall include the intended timeline of investment,


including the date to commence investment, in relation to the


deployment in question.











Page 9 of 69


Yellowtail Petroleum Production Licence-1st April 2022


(ii) Should the Minister require additional information regarding the


proposed deployment of technology, the Licensee shall promptly


provide to the Minister such information relating thereto as the


Minister may require.


(iii) Unless the Minister grants written approval for the use of such


technology, such technology shall not be utilised.


(k) Measurements


(i) The Licensee shall measure and weigh (the "measurements")


the volume, quality and composition of all petroleum won and


saved from the Production Area, using the measurement


appliances and procedures in accordance with good


international oilfield practices, the Development Plan, and as


from time to time approved by the Minister.


(ii) The Licensee shall provide to the Minister, reasonable written


notice of the conducting of measurements, and an


opportunity to attend or to have one or more representatives


. attend the measurements on his behalf.


7)) (iii) The Licensee shall provide to the Minister, reasonable and


written notice and the opportunity to be present, either in


person, or through a representative(s) whenever a piece of


equipment or an appliance for measuring or weighing crude


oil or gas is being calibrated, re-calibrated, tested, compared,


measured or weighed against a standard. Any such


calibration, re-calibration, testing, comparison, measurement





Page 10 of 69


Yellowtail Petroleum Production Licence - 1st April 2022


 or weighing shall he conducted in accordance with accepted


methods and procedures consistent with good international





oilfield practices and as previously approved in writing by the


Minister.








(iv) The Licensee shall not make any alteration in the method or


methods of the measurements used by the Licensee or in any


equipment or appliances used for that purpose without the


prior consent in writing of the Minister, and the Minister may


in any case require that no alteration shall be made save in the


presence of a person(s) authorised by him.





(v) The Licensee shall carry out tests and examinations of any


measuring or weighing appliance tested or examined in such





manner, upon such occasions or at such intervals and by such


means, in any case, as may be specified as directed by the


Minister.








The Licensee shall submit the facility's metering system


design within one hundred and eighty (180) days of the date


of this Licence. This submission shall include all relevant


schematics, specifications, expected maintenance and


calibration programmes, and justification of the selected


design.





(1) Production and Injection Reporting


(i) The Licensee shall submit daily, monthly, semi-annual and


annual production, injection, and petroleum utilisation





Page 11 of 69


Yellowtail Petroleum Production Licence - 1st April 2022


 reports to the Minister, and ensure that the Minister has


consistent, daily twenty-four hour ongoing ‘real-time’ access


at a commercially reasonable level of system uptime to


production and injection activity outputs, reports or


statements, in respect of Yellowtail development production,


including such particulars in such form and manner as the


Minister may from time to time direct.








(ii) The semi-annual production report shall detail all matters


pertaining to production optimisation for the Yellowtail


development. The report shall, at minimum, include details on


the production optimisation efforts undertaken for the


previous six months to examine:








a. how optimisation of the developments may affect reservoir


stability, quality and productivity over time;








b. the respective outcomes with evidence to support the


optimisation success or failure, and


c. production optimisation plans for the forthcoming six


months.








(iii) The Licensee shall submit to the Minister a report, in such


form and manner as the Minister may direct from time to


time, detailing estimated production quantities over the


following calendar year for each producing reservoir, no later


than 60 calendar days in advance of the beginning of each


calendar year.


x Page 12 of 69


‛/ Yellowtail Petroleum Production Licence - 15T April 2022


gc


Production Optimisation Review


(i) The Licensee shall facilitate and fully cooperate with reviews


of Production Optimisation Reports for the Yellowtail


development.


(ii) The first such review shall commence two years after start-up.


(iii) The Licensee shall meet with the Chief Inspector, at his


request, to ensure any issues, concerns, and/or


recommendations arising out of the review are complied with


and/or addressed in a manner satisfactory to the Minister.


Business Continuity Plan


(i) The Licensee in keeping with its obligation to act as a prudent


operator, will maintain a business continuity plan to support


resiliency, in accordance with good international oil field


practices, of its operations in the event of unplanned incidents


or disruptions. The Licensee will provide the Minister with a


certified copy of the business continuity plan within ninety


(90) days from the date of this License and every two years


thereafter. Upon request Licensee shall provide to Minister or


his delegate a detailed briefing to review key operational and


enterprise level risks addressed in the business continuity


plan.


(ii) If the Minister or his delegate considers that the business


continuity plan deviates in material respects from sound


business continuity planning, the Licensee will meet with the





Page 13 of 69


ellowtail Petroleum Production Licence - Ist April 2022


 Minister or the delegate as requested to discuss the issues


raised and the Licensee shall use all best efforts to come to


agreement on resolution of issues and/or concerns regarding


the plan, and any amendments or updates required.





(o) Resource and Reserve Reporting





(i) The Licensee shall submit quarterly resource and reserve


reports to the Minister in respect of the Yellowtail


development in such form and manner as the Minister may


direct from time to time.





(ii) These reports shall cover all potentially saleable products for


the Yellowtail development including, but not limited to: oil,


gas, natural gas liquids, and all such reports will be developed


in accordance with and to the standards set by the Petroleum


Resources Management System (PRMS).





The Licensee agrees to cooperate with the Chief Inspector


and/or the Chief Inspector’s procured reserves assessor in








auditing the Licensee’s statement of reserves. This


cooperation shall include providing reasonable access to the


required petroleum data in the Licensee’s possession


necessary to the Chief Inspector and/ or the Chief Inspector’s


procured reserves assessor’s evaluation and/or reports.


Civ) The Licensee shall no less frequently than bi-annually, review


and report on its development planning activities with the


Minister.


 (v) Every three (3) years following the start of the production for


the Yellowtail development, the Licensee shall procure an


unaffiliated, independent third-party consultant, subject to


the Minister’s written approval, to produce an independent


assessment of resources and reserves for the Yellowtail


development.








(p) Static and Dynamic Field Models and Data Surveillance





(i) The Licensee shall submit annually the current static and


dynamic field models for the reservoirs within the Yellowtail


development commencing ninety (90) days from the date of


this Licence, in such form and manner as the Minister may


direct from time to time.








The Licensee shall only use non-proprietary or commercially


available software of the same or similar quality as Eclipse,





or better, in the creation of static and dynamic models for each


development area.


The Licensee shall submit copies of all data acquired during


development drilling to the Minister in respect of the


Yellowtail development production in such form and manner


and frequency as the Minister may determine from time to


time. A detailed reservoir surveillance plan shall be developed


for the Licence. In addition to the long-term objectives, the


plan should cover the data acquisition needs during the








Page 15 of 69


Yellowtail Petroleum Production Licence-Ist April 2022


 development drilling stage of any petroleum production


licence.








(iv) The Licensee shall identify key uncertainties that will be a


major focus of the reservoir surveillance and submit to the


Minister in respect of the Yellowtail development production


in such form and manner and frequency as the Minister may


determine from time to time.








(v) The Licensee shall submit to the Minister a carefully


constructed and effective well and reservoir management plan





detailing, at minimum, surveillance, analysis and


optimisation, data acquisition, frequency and an


implementation plan, in respect of the Yellowtail


development in such form and manner and frequency as the


Minister may determine from time to time.





(q) Maintenance Reporting





On or before the 15th day of each month, the Licensee shall provide


FPSO and related equipment and facilities maintenance reports to


the Minister in respect of the Yellowtail development in such form


and manner as the Minister may direct from time to time.





Financial and Cost Reporting and Field Development Cost


Estimates





(i) The Licensee shall submit financial reports consistent with


the Petroleum Agreement and its Accounting Procedure for








Page 16 of 69


Yellowtail Petroleum Production Licence - 15T April 2022


the Yellowtail development in such form and manner as


directed by the Minister.


(ii) Within ninety (90) days from the date of the Licence, the


Licensee shall submit cost estimates for the Yellowtail


Development in the format and degree of detail no less than


that as set out in Schedule A - Xi (Development Costs


Estimates) and X2 (Operating Costs Estimates) as follows:


a. Schedule A - Xi - Development Cost Estimates; and


b. Schedule A - X2 - Operating Cost Estimates.


(s) Local Content and Participation


(i) The Licensee shall comply with the provisions of the Local


Content Act No. 18 of 2021 and Regulations made thereunder,


as amended from time to time.


(ii) The Licensee shall within six (6) months of the date of this


Licence provide a list of potential opportunities for local and


overseas training or secondee positions within the


organisations of Licensee or affiliated companies, together


A with estimated costs. Licensee shall maintain and update such


-Ah


list no less frequently than each calendar year. The Licensee


shall accept such Government of Guyana personnel as the


Minister nominates for such positions. Notwithstanding the


foregoing, this provision shall not be interpreted or applied so


as to require any Licensee to accept a nominee if doing so


which would constitute a violation of any law, order or


regulation applicable to such Licensee.





Page 17 of 69


Yellowtail Petroleum Production Licence-Ist April 2022


(t) Health, Safety and the Environment





(i) The Licensee shall abide by the Environmental Protection Act


1996, Regulations made thereunder and the terms and





conditions of the Environmental Permit.








(ii) The Licensee shall abide by Occupational Health and Safety


Act 1997, Regulations made thereunder and all applicable





laws and regulations of Guyana relating to occupational


health and safety in effect from time to time.


(iii) The Licensee shall at all times maintain adequate expert


personnel and equipment to prevent and/or respond to any


spillage or other release of petroleum into the environment.





(iv) The Licensee shall ensure that standards in keeping with the


laws and regulations of Guyana and good international oilfield





practices are implemented, upgraded from time to time and


continuously adhered to so as to ensure the safety of all


personnel and ensure the protection of the natural resources


and the environment.


Carbon Neutrality





(i) In recognition of the Government's Low Carbon Development


Strategy (LCDS) and related national laws, international


commitments and obligations, and the global strategies


regarding the impact of economic development activities on


natural resources and the environment, the Licensee shall





Page 18 of 69


Yellowtail Petroleum Production Licence-Ist April 2022


 conduct a comprehensive study to enable the determination of its


support of the Government's LCDS goals for Guyana.








(ii) Within ninety (90) days of the date of this Licence, the Licensee


shall submit to the Minister for approval, terms of reference,


methodology and workplan (including the schedule of activities)








for the study which shall include, but not be limited to -


(a) the Licensee's roadmap towards GHG intensity reductions in


respect of Petroleum Operations conducted pursuant to the


Petroleum Agreement;


(b) the potential and feasibility of Carbon Capture Utilization and


Storage (CCUS) technologies and systems in Guyana;


(c) the potential deployment of or investment in carbon sinks,


renewable energy projects, carbon negative technologies, or


application of high-quality carbon credits or offsets generated


from within or outside of Guyana; and


(d)any other areas of study that the Minister may direct as


beneficial areas for collaboration, including market


mechanisms to promote innovation and supportive


government policies.








(iii) The study shall not commence without the prior written approval


of the Minister, such approval taking into account whether the


terms of reference and methodology satisfies the technical


criteria for achieving the intended outputs and is fit for purpose.








(iv) Within one hundred and eighty (180) days of the date of the


Minister's approval of the terms of reference, methodology and


Page 19 of 69


Yellowtail Petroleum Production Licence - 1st April 2022


%e.


workplan (including the schedule of activities), or such later


timeline as directed by the Minister so as to ensure the Licensee’s


full compliance with this condition and support a diligent and


transparent exercise, the Licensee shall complete the study’s final


report.


(v) During the pendency of the study the Licensee shall meet with the


Minister and/or his representatives no less than every thirty (30)


days, or more frequently on request, to provide an update on the


progress of the study, discuss the issues raised by the study and


come to agreement on resolution of issues and/or concerns


regarding the study. The progression of the study is contingent


upon the Licensee and the Minister and/or his representatives


being in agreement on the completeness of the outputs and


resolution of issues and/or concerns regarding the study at each


stage of the update, and the Licensee shall make all best efforts to


cooperate with the Minister in this regard.


X (vi) Thirty (30) days before completion of the study, the Licensee will


p,


\ issue a draft final report to enable the Minister to provide input


2 I


into the final report. The final report shall not be deemed final


// until approved by the Minister, taking into account whether the


report meets the terms of reference, methodology, all related best


practice technical standards and completeness of outputs.


(v) Dispersants


(i) Within ninety (90) days from the date of the Licence, the Licensee


shall provide a report calculating the appropriate volume of





Page 20 of 6'


Yellowtail Petroleum Production Licence - 1st April 2022


dispersants sufficient for immediate deployment for any Tier 3


event. The report shall not be deemed final until approved by the


Minister.


(ii) Within ninety (90) days from the date of the Minister’s approval,


Licensee shall maintain in Georgetown volumes of dispersant


sufficient for the first 24 (twenty-four) hours of immediate


response.


(iii) Thereafter the Licensee shall maintain access throughout the


Licence term and any extension(s) thereto, to the volume of


dispersants, as set out in the report under paragraph (i) above, and


the required deployment equipment so as to sufficiently and


effectively deal with any Tier 3 event.


(w) Capping Stack


(i) Within thirty (30) months from the date of this Licence, the Licensee


shall procure a Capping Stack to be maintained, tested, and stored in


Guyana.


\


i J (ii) Within twenty-four (24) months from the date of this Licence, the


/ Licensee shall supplement its in-country First Response Toolkit (FRT)


to include heavy debris removal equipment and any additional


elements of the Essential FRT in accordance with G1IP.


(iii) The Licensee shall maintain access to at least one (1) subscription


service, in a location outside of Guyana, to allow mobilization of a


Capping Stack to the Yellowtail Project location within nine (9)


calendar days or less of an uncontrolled well event.








Page 21 of 69


Yellowtail Petroleum Production Licence - 1st April 2022


(iv) The Licensee shall implement a review of the Logistics Execution Plan


to ensure earliest possible availability of Capping Stacks, Heavy Debris


Removal Tool and Dispersants. The Terms of Reference of this Review


shall be agreed with the Minister.


(x) Flaring


(i) Routine flaring and venting are strictly prohibited. For the


purpose of this Licence tank flashing emission,


standing/working/breathing losses, low pressure streams are


not taken to constitute routine flaring and venting.


(ii) Flaring is only permissible during commissioning, start-up or


special circumstances, which for the purposes of this Licence,


are defined as follows:


a. Commissioning shall be defined as the process of


ensuring that all systems and components are designed,


installed, tested, operated, and maintained according to


the operational requirements or manufacturer’s


specifications. This condition shall also apply to the


commissioning of any new units or systems post-


production, or the renovation of existing units or systems,


which may require flaring. During commissioning, all gas


systems, must be properly installed, fully leak tested and


able to receive gas, before start-up.











Page 22 of 69


Yellowtail Petroleum Production Licence - 1st April 2022


b. Start-up shall be defined as the activity that occurs at the


end of commissioning where production operations are


initiated for the first time.








c. Special Circumstances include only emergencies,


maintenance and restart which are defined as follows:








Emergencies:


a) Controlled - any unavoidable expected event,


including inclement weather conditions, strictly


requiring the flaring of gas; and


b) Safety Response - any unplanned event requiring


the flaring of gas for safety purposes or flaring


required to maintain the flare system in a safe and


ready condition (purge gas/make-up gas/fuel gas)


and pilot flame.








ii. Maintenance:


a) Planned/unplanned maintenance and inspections


on gas handling system and related processes, and


construction activities.


b) Scheduled unloading or cleaning of a well or well


work-over, well testing, production testing, other


well-evaluation testing, or the necessary blow


down to perform these procedures; and


maintenance required during and after an


emergency shutdown or restart.











Page 23 of 69


Yellowtail Petroleum Production Licence - 1SI April 2022


 iii. Restart: the act of resuming oil production following a


shutdown event.








(iii) The Licensee shall report to the Minister within twenty-four


(24) hours all incidences of gas flaring, whether within or


without the parameters set forth herein, and the reasons for


such flaring.


(iv) The Licensee shall pay all payments imposed in respect of


flaring as required under the Environmental Permit -


a. by law;


b. by the Environmental Protection Agency; and


c. in accordance with the terms of a framework to be


established by the Minister to compensate the


Government. The payment shall be calculated by applying


the Government’s profit gas and royalty percentage share


for a given month to the flared volumes multiplied by the


lower of the following: i) the Inside FERC Henry Hub


GUYAHD Index price as published by Platts each month, or ii) the


sales price agreed for gas from the Stabroek block, such


price netted for the cost of pipeline transportation to shore


per thousand standard cubic feet of gas.





(y) Produced Water


(i) The Licensee shall ensure its base design for the Yellowtail


Project includes (i) tie in points and (ii) space for produced


water injection equipment.





Page 24 of 69,


Yellowtail Petroleum Production Licence-1st April 2022


 (ii) Within thirty (30) days of the date of Environmental Permit,


the Licensee shall submit to the Minister and Environmental





Protection Agency for approval, terms of reference,


methodology and workplan (including the schedule of


activities) for a study detailing -


(a) the costs, environmental benefits, and feasibility of


implementing a system for the re-injection of produced


water, save and except in defined unavoidable situations,


as the primary disposal method; and


(b) the minimization of the effects of discharging produced


water into the ocean in keeping with industry best


practice.


(c) an in-depth study to examine the environmental effects of


produced water and its chemical additives for the


Yellowtail development and the likely potential


cumulative environmental effects from existing and future


developments.








as-e //(iii) The study shall not commence without the prior written


approval of the Minister, such approval taking into


account whether the terms of reference and methodology


satisfies the technical criteria for achieving the intended








outputs and is fit for purpose.


(iv) Within one hundred and eighty (180) days of the date of the


Minister's approval of the terms of reference and


methodology, or such later timeline as directed by the


Minister so as to ensure the Licensee’s full compliance with





Yellowtail Petroleum Production Licence-Ist April 2022


this condition and support a diligent and transparent exercise,


the Licensee shall complete the study’s final report.


(v) During the pendency of the study the Licensee shall meet with


the Minister and/or his representatives no less than every


thirty (30) days, or more frequently on request, to provide an


update on the progress of the study, discuss the issues raised


by the study and come to agreement on resolution of issues


and/or concerns regarding the study. The progression of the


study is contingent upon the Licensee and the Minister and/or


his representatives being in agreement on the completeness of


the outputsand resolution of issues and/or concerns


regarding the study at each stage of the update.


(vi) Thirty (30) days before completion of the study, the Licensee


will issue a draft final report to enable the Minister to provide


input into the final report. The final report shall not be


deemed final until approved by the Minister, taking into


account whether the report meets the terms of reference,


methodology, all related best practice technical standards and


completeness of outputs.








(vii) Recommendations contained in the final report which have


been approved by the Minister shall be implemented by the


Licensee within such timeframe as indicated in the final


report.


(viii) The Licensee shall permit a duly designated representative(s)


of the Minister, or the Chief Inspector, to have all access, and


4p Page 26 of 69


/(< Yellowtail Petroleum Production Licence - 1st April 2022


 shall provide all cooperation and support needed for the


collection of treated produced water samples, through the


conduct of random sampling or otherwise.








(z) Block Seismic Activity


(i) The Licensee shall complete a study of the Stabroek block


seismicity by examining:


a. sub-seismic faults and mapped fault locations, including


those identified by Licensees of other blocks;


b. how additional production from the Yellowtail


Development will affect overall block seismicity; and


c. any other areas of related study that the Minister may


direct.








(ii) Within thirty (30) days from the date of the Licence, the


Licensee will propose for approval by the Minister, terms of





reference, methodology and workplan (including the schedule


of activities), for this study.


(iii) The study shall not commence without the prior written


approval of the Minister, such approval taking into


account whether the terms of reference and methodology


satisfies the technical criteria for achieving the intended


outputs and is fit for purpose.





(iv) Within one hundred and eighty days (180) days of the


approval of the terms of reference and methodology, or such





Page 27 of 69


Yellowtail Petroleum Production Licence - Ist April 2022


 later timeline as directed by the Minister so as to ensure the


Licensee’s full compliance with this condition and support a


diligent and transparent exercise, the Licensee will complete


the study's final report.








(v) During the execution of the study, the Licensee will meet with


the Minister and/or his representatives at least once in each


thirty (30) day period, or more frequently as requested, to


provide an update on the progress of the study, discuss the


issues raised by the study and come to agreement on


resolution of issues and/or concerns regarding the study. The


progression of the study is contingent upon the Licensee and


the Minister and/or his representatives being in agreement on


the completeness of the outputs and resolution of issues


and/or concerns regarding the study at each stage of the


update, and the Licensee shall make all best efforts to


cooperate with the Minister in this regard.








(vi) Thirty (30) days before completion of the study, the Licensee


will issue a draft final report to enable the Minister to input


into the final report. The report shall not be deemed final until


approved by the Minister, taking into account whether the


report meets the terms of reference, methodology, all related


best practice technical standards and completeness of


outputs.


(vii) Recommendations contained in the final report which have


been approved by the Minister shall be implemented by the








Page 28 of 69


Yellowtail Petroleum Production Licence - 1st April 2022


 Licensee within such timeframe as indicated in the final





report.





(aa) Management of Production Levels





Except when Operator is acting prudently in cases of (a) emergency,


(b) occurrences that threaten life, property or the environment, (c)





planned/unplanned maintenance, (d) scheduled unloading or


cleaning of a well or well work-over, well testing, production testing,


other well-evaluation testing, and (e) reservoir management, where


the Licensee seeks to produce below the maximum rates of efficiency


for production levels, they shall first provide information related to


the intended decrease for the review, consultation and written


approval by the Minister. Where the Minister has granted such


approval and the production rate is reduced, and the Licencee seeks


to (x) further decrease the rate of productions set forth above), (y)


increase the rate of production or (z) restore the production levels to


maximum rates of efficiency, they shall first provide information for


the review and seek the written approval of the Minister save and


except in the case of (x) hereinbefore, where the Operator is acting


prudently in response to cases of (a) emergency, (b) occurrences that


threaten life, property or the environment, (c) planned/unplanned


maintenance, (d) scheduled unloading or cleaning of a well or well


work-over, well testing, production testing, other well-evaluation


testing, and (e) reservoir management.

















Page 29 of 69


Yellowtail Petroleum Production Licence-1st April 2022


(bb) Effects of Drilling and Production Activity on the Marine


Environment





(i) The Licensee shall conduct a study to ascertain the potential


variation in ocean water quality as a result of the operation of


the FPSO’s, drill ships and other vessels for the Liza Phase 1,


Liza Phase 2, Payara and Yellowtail developments.








(ii) Within thirty (30) days of the date of this Licence, the Licensee


will propose for approval by the Minister, terms of reference,


methodology and workplan (including the schedule of








activities), for the study to ascertain the potential variation in


ocean water quality as a result of the operation of the FPSO’s


and other vessels for the Liza Phase 1, Liza Phase 2, Payara


and Yellowtail developments, including development and


exploration drilling. Such study shall also include assessments


using causal frameworks, ecosystem modelling and ecological


risk assessment frameworks to identify activities that will have


a cumulative impact at a project level and take into account


the activities, sources and pathways that can affect valued


components in the ecosystem.





(iii) The study shall not commence without the prior written


approval of the Minister, such approval taking into


account whether the terms of reference and methodology


satisfies the technical criteria for achieving the intended


outputs and is fit for purpose.














Page 30 of 69


ellowtail Petroleum Production Licence -1^ Aprjl^022





Within one hundred and eighty days (180) days of the


approval of the terms of reference and methodology, or such


later timeline as directed by the Minister so as to ensure the


Licensee’s full compliance with this condition and support a


diligent and transparent exercise the Licensee will complete


the study's final report.


During the execution of the study, the Licensee will meet with


the Minister and/or his representatives at least once in each


thirty (30) day period, or more frequently as requested, to


provide an update on the progress of the study, discuss the


issues raised by the study and come to agreement on


resolution of issues and/or concerns regarding the study. The


progression of the study is contingent upon the Licensee and


the Minister and/or his representatives being in agreement on


the completeness of the outputs and resolution of issues


and/or concerns regarding the study at each stage of the


update, and the Licensee shall make all best efforts to


cooperate with the Minister in this regard.


Thirty (30) days before completion of the study, the Licensee


will issue a draft final report to enable the Minister to input


into the final report. The report shall not be deemed final until


approved by the Minister, taking into account whether the


report meets the terms of reference, methodology, all related


best practice technical standards and completeness of


outputs.











; Page 31 of 69


Yellowtail Petroleum Production Licence - Ist April 2022


(vii) Recommendations contained in the final report which have been


approved by the Minister shall be implemented by the Licensee


within such timeframe as indicated in the final report.


(cc) Cargo Transfer Vessels (CTV) Study


(i) The Licensee shall conduct a study to ascertain the usage of CTV


vessels and all other offloading options as an alternative method


to transfer crude oil from the FPSO to Crude Tankers versus the


current tandem offloading methodology.


(ii) Within thirty (30) days of the date of this Licence, the Licensee


will propose for approval by the Minister, terms of reference,


methodology and workplan (including the schedule of activities)


for the study to ascertain the usage of CTV vessels as an improved


transportation method of crude oil from FPSO to Crude Tankers


versus the current offloading methodology. Such study shall also


include a cost benefit analysis, the risks associated with large


scale usage of CTV’s including operating protocols for transfer of


risk and custody point including management, oversight and


mitigation of issues related to scope of terminal operation,


petroleum management - including metering at FPSO and





Tanker - including operational differentials between bill of


lading quantity and received quantity as per the lifting


agreement; mitigating against truncated communication and lack


of coordination between vessels.


(iii) The study shall not commence without the prior written approval


of the Minister, such approval taking into account whether the


gP Page 32 of 69


//UI Yellowtail Petroleum Production Licence - 1st April 2022


 terms of reference and methodology satisfies the technical


criteria for achieving the intended outputs and is fit for purpose.





Within two hundred and seventy (270) days of the approval of the


terms of reference and methodology, or such later timeline as


directed by the Minister so as to ensure the Licensee’s full


compliance with this condition and support a diligent and


transparent exercise the Licensee will complete the study's final


report.


During the execution of the study, the Licensee will meet with the


Minister and/or his representatives at least once in each thirty


(30) day period, or more frequently as requested, to provide an


update on the progress of the study, discuss the issues raised by


the study and come to agreement on resolution of issues and/or


concerns regarding the study. The progression of the study is


contingent upon the Licensee and the Minister and/or his


representatives being in agreement on the completeness of the


outputs and resolution of issues and/or concerns regarding the


study at each stage of the update, and the Licensee shall make all


best efforts to cooperate with the Minister in this regard.


Thirty (30) days before completion of the study, the Licensee will


issue a draft final report to enable the Minister to input into the


final report. The report shall not be deemed final until approved


by the Minister, taking into account whether the report meets the


terms of reference, methodology, all related best practice technical


standards and completeness of outputs.








‘ Page 33 of 69


Yellowtail Petroleum Production Licence - 1st April 2022


Ve


 (vii) Recommendations contained in the final report which have been


approved by the Minister shall be implemented by the Licensee


within such timeframe as indicated in the final report.





(dd) Production Developments’ Abandonment and


Decommissioning Plans and Budgets


(i) In addition to the periodic updates to the “Decommissioning Plan”


as contemplated by section 10.7 of the Development Plan, at least


five (5) years prior to the earlier of (i) end of field life and (ii) the


termination of this Licence the Licensee shall, consistent with the


Development Plan, then-current applicable laws/conventions and


regulations, final site conditions, and consideration for the


available technology and internationally accepted standards,


develop greater definition and detail for the Decommissioning


Plan in consultation with the Minister and appropriate Guyanese


regulators, and will submit for the Minister’s written approval


such updates to the Decommissioning Plan for all fields and


associated facilities within the Production Area, which shall after


such approval, replace the previously approved Decommissioning


Plan with respect thereto.








The Decommissioning Plan and Budget shall also be reviewed and


updated in keeping with any future amendments to the approved





Development Plan.




















Page 34 of 69


Yellowtail Petroleum Production Licence-Ist April 2022


49c


(iii) Within one hundred and eighty (180) days of the date of this


Licence, the Licensee shall conduct a decommissioning and


abandonment workshop for the benefit of the Minister.


(ee) Stabroek Block Decommissioning Security Agreement


(i) Promptly upon execution of the Stabroek Block


Decommissioning Security Agreement (SBDSA) following


Minister’s review pursuant to Condition 2(w)(iv) of the Payara


Production Licence, Licensee shall provide a certified copy of the


executed SBDSA to the Minister.


(ii) The Licensee shall conduct a review of the SBDSA if there is a


material increase of the Decommissioning Plan and Budget


(DP&B), referred to in Condition (dd)(ii) above, for the purposes


of updating and aligning with requirements to effectively finance


and carry out decommissioning and post- decommissioning


activities when required. Should the SDBSA review determine


revisions to the SBDSA are necessary, the Licensee shall execute


such revisions following the process as follows:





a. Within one hundred eighty (180) days from the


completion of the SDBSA review, the Licensee shall submit


to the Minister a draft of the revised SBDSA.





b. Within thirty (30) days of the Minister providing


comments on the revised SBDSA, the Licensee and the


Minister and/or his representatives shall meet for further








Page 35 of 69


Yellowtail Petroleum Production Licence - 1st April 2022


 discussions, such discussions to be had through meetings,


which may include a workshop discussion forum.





c. Within one hundred eighty (180) days of the date of


completion of the further discussions, the Licensee shall


present the revised SBDSA to the Minister prior to signing


by the Licensee, and the SBDSA shall be signed by the


Licensee no later than twenty (21) days after the Minister


indicates completion of his review. Licensee shall provide


a certified copy of such revised SBDSA to the Minister


promptly upon execution.





(ff) Licence Transfer





(i) This Licence shall not be transferred without the written


consent of the Minister. Further, the Licensee shall furnish all





details of any proposed transfer at the time of making the


application for the transfer.


(ii) The Licensee may apply to the Minister for the transfer of this


Licence in accordance with requirements set forth by the


Minister, by the Act, by Regulation and the Petroleum





Agreement, and shall fulfill any other financial obligations


and/or requirements under the laws of Guyana in force at the


GUYABD








(iii) The Licensee shall, in a timely manner, submit all


documentation and make available such information as the











Page 36 of 69


Yellowtail Petroleum Production Licence - Ist April 2022


Minister shall reasonably require to enable the Minister to


dispose of the application.











(iv) The Minister may refuse the application for the transfer of this


Licence, if in his opinion, the person to whom the Licence is


proposed to be transferred does not meet the same


qualifications and capability to do the work, as the Licensee,


if there has been a failure or refusal to furnish documents and


information as requested, or for such other reason as the


Minister shall determine.


(v) Where the Minister approves the transfer of this License, the


person to whom the Licence is transferred (the "Transferee")


shall be required to comply with the provisions of the Act,


Regulations, this Licence, the Petroleum Agreement, the


Development Plan and any other law or instrument to which


this Licence may be subject as though the Transferee was the


original Licensee.


(gg) Insurance


(i) Licensee shall effect at all times during the term of this


Licence, insurance in furtherance of the purposes of the Act


and as required by and in accordance with Article 20.2 of the


Petroleum Agreement.


(ii) The Licensee shall provide copies of the said insurance


documentation to the Minister and shall provide such as








Page 37 of 69 , J


Yellowtail Petroleum Production Licence-Ist April 2022 0-


 additional documentation and details in such form and


manner as the Minister may require from time to time.








(hh) Independent Audit





(i) The Licensee shall facilitate and fully cooperate with annual


audits of Drilling and Production Operations, including waste





management, and compliance conducted by the Chief


Inspector, in furtherance of and pursuant to Section 61 of the


Act.








(ii) Within thirty (30) days of this Licence and annually on such


date thereafter for a total of three (3) consecutive years, the





Licensee shall pay to an account held and controlled by the


Government the sum of four hundred thousand United States


Dollars (US$400,000.00) to be used by the Government for


the preparation of the audit scope and the procurement of


third-party auditors to supplement the Chief Inspector’s


resources and develop institutional capacity for the ongoing


conduct of audits as provided under this paragraph. The


Licensee shall verify such account and the Minister agrees to


cooperate, assist and provide the Licensee any information it


requires to conduct such verification.








The first such audit shall be targeted to conduct an assessment


for calendar year 2022, and shall be conducted annually


thereafter.














. Page 38 of 69


Yellowtail Petroleum Production Licence-1st April 2022


0.


(iv) The Licensee shall meet with the Chief Inspector, at his


request, to ensure any issues, audit actions, concerns and/or








recommendations arising out of the audit are complied with


and/or addressed in a manner satisfactory to the Minister.


(ii) Information and Accounting Procedure


The Licensee shall cooperate with the Minister in ensuring the


proper calculation of the cost oil and profit oil, and also provide all


the necessary information that will permit the Government to


monitor compliance with various legislative and contractual


obligations such as those pertaining to local content, health


environment and safety procedures and various other matters, and


shall provide all necessary information and support as may be


required by the Minister to ensure this condition is diligently and


transparently complied with.


Gj) Royalty


The Licensee shall provide for the payment of royalties in accordance


with: (i)the Act, the Regulations made thereunder, this Licence or


such other applicable law, as amended from time to time and (ii) the


Petroleum Agreement as amended from time to time.


(kk) Duties of the Licensee


(i) The Licensee undertakes to and shall carry out all activities


under this Licence in keeping with good international oilfield


practice and in compliance with the provisions of the Act,


Regulations, this Licence, the Petroleum Agreement, the


Development Plan, any other law and/or instrument and/or





Page 39 of 69 / '


Yellowtail Petroleum Production Licence - 1st April 20220-


 agreement with the Government to which this Licence maybe


subject, as may be amended, enacted or modified from time


to time.








(ii) The Licensee may, with the written approval of the Minister,


amend the Development Plan with respect to work and


expenditure contained in the Development Plan, but the


amendment shall not have effect so as to reduce any minimum


requirements. Unless the Minister has approved any such


amendment, expenditures made to carry out operations to


implement the amendment will not be cost recoverable.





(11) Gas Utilisation Study





(i) The Licensee shall conduct a Gas Utilisation Study, to examine the


associated gas and non-associated gas available from all approved


petroleum production licences and discovered resources in the





Stabroek Block. This Study shall consider over the short, medium


and long term:


(a) Forecast potential gas production for export from the FPSO


and the expected use that gas will be put to.


(b) The study shall also consider scenarios for the demand that


might be expected for gas sales locally (within Guyana),


regionally (the countries bordering Guyana), South America


wide and internationally; and


(c) Consider the cost and feasibility of gas export as LNG and


LPG.











Page 40 of 69


Yellowtail Petroleum Production Licence - Ist April 2022


(ii) The Licensee shall examine the feasibility of utilising the existing


and planned wells, flowlines, risers and production facilities for the


export of gas both during and after the currently planned oil


production phase. The Licensee shall determine the feasibility and


cost of adding gas export equipment, wells, well workovers,


flowlines, meters, risers and pipelines for export gas not included in


the original FDP submission costs. Potential gas export rates and


profiles should be determined at minimum and maximum feasible


rates verified by reservoir modelling.


(iii) Within sixty (60) days of the date of this Licence, the Licensee will


propose for approval by the Minister, terms of reference,


methodology and workplan (including the schedule of activities),


for each study.





(iv) Within two hundred and seventy (270) days of the approval of the


terms of reference, methodology and workplan (including the


schedule of activities) or such later timeline as directed by the


Minister so as to ensure the Licensee’s full compliance with this


condition and support a diligent and transparent exercise, the


Licensee will complete the study's final report.





The study shall not commence without the prior written approval of


the Minister, such approval taking into account whether the terms





of reference and methodology satisfies the technical criteria for


achieving the intended outputs and is fit for purpose.


During the execution of the studies, the Licensee will meet with the


Minister and/or his representatives at least once in each thirty (30)





Page 41 of 69


Yellowtail Petroleum Production Licence-15T April 2022


day period, or more frequently as requested, to provide an update


on the progress of the study, discuss the issues raised by the study


and come to agreement on resolution of issues and/or concerns


regarding the study. The progression of the study is contingent


upon the Licensee and the Minister and/or his representatives


being in agreement on the completeness of the outputsand


resolution of issues and/or concerns regarding the study at each


stage of the update, and the Licensee shall make all best efforts to


cooperate with the Minister in this regard.


(vii) Thirty (30) days before completion of the study, the Licensee will


issue a draft final report to enable the Minister to input into the final


report. The report shall not be deemed final until approved by the


Minister, taking into account whether the report meets the terms of


reference, methodology, all related best practice technical


standards and completeness of outputs.





(viii) Recommendations contained in the final report which have been


approved by the Minister shall be implemented by the Licensee


within such timeframe as indicated in the final report.








(ix) The Gas Utilization Study is in addition to the requirement under


the Petroleum Agreement Article 12 (b), for each Field


Development Plan that does not utilise all available associated gas





for operations or to enhance oil production, to include an Excess


Gas Feasibility study within Five Years of a Development Plan


Submission. The Licensee is therefore required if the Gas


Utilisation Study determines that gas is available at Liza Phase 1,





Page 42 of 69


Yellowtail Petroleum Production Licence-Ist April 2022


Liza Phase 2, Payara, Yellowtail or any other developments, to


submit the individual gas feasibility studies as per the Petroleum


Agreement Article 12 (b).


(mm) Assessment of Development Planning Options


(i) The Licensee shall conduct a study to evaluate appraisal and


development planning options for the 2A Lower, Pinktail 000 and


Redtail 4B Reservoirs.


(ii) Within thirty (30) days from the date of the Licence, the Licensee


shall submit the terms of reference, methodology and workplan


(including the schedule of activities taking into account the timing of


data collection objectives pursuant to Section 4.2.4.2 of the FDP) of


the study for the approval of the Minister.


(iii) The study shall not commence without the prior written approval of


the Minister, such approval taking into account whether the terms of


reference and methodology satisfy the technical criteria for achieving


the intended outputs and is fit for purpose.


(iv) Within nine (9) months of the later of (a) the date of the said


approval of the terms of reference, methodology and workplan


(including the schedule of activities), and (b) the completion of the data


collection objectives in FDP Tables 4-13 and 4- 14; or such later


timeline as directed by the Minister so as to ensure the Licensee’s full


compliance with this condition and support a diligent and


transparent exercise, the Licensee shall complete the study’s final


report.





Page 43 of 69


Yellowtail Petroleum Production Licence - Ist April 2022


 (v) During the execution of the studies, the Licensee will meet with the


Minister and/or his representatives at least once in each thirty (30)





day period, or more frequently as requested, to provide an update


report on the progress of the study, discuss the issues raised by the


study and come to agreement on resolution of issues and/or


concerns regarding the study. The progression of the study is


contingent upon the Licensee and the Minister and/or his


representatives being in agreement on the completeness of the


outputs and resolution of issues and/or concerns regarding the study


at each stage of the update, and the Licensee shall make all best


efforts to cooperate with the Minister in this regard.





(vi) The Minister will review the report and decide to approve the report


or grant the Licensee an additional six (6) months to resubmit a





revised report for written approval. Based on the final report and the


Guyana Geology and Mines Commission's assessment of the findings


in the final report, along with any other related matters, the Licensee


and the Minister shall discuss and seek to reach agreement on such


further designation in respect of the 2A Lower, Pinktail 000 and


Redtail 4B reservoirs as may be appropriate.








(nn) SURF and Drilling System Studies


(i) The Licensee shall conduct these studies to address issues


associated with theSURF and Drilling Systems:


(a) Well Intervention assessment to include:


i. Well bore access


ii. Tubing access


iii. Xmas tree intervention


(b) Given the significant well commitment, an assessment to


Page 44 of 69





Yellowtail Petroleum Production Licence - 1st April 2022


 ensure access to a drilling vessel shall be available to support


emergency response efforts, if required.


(c) HAZID sessions on the WAG and Production Manifold


designs.


(d) Rigid vs Flexible Jumper Spools through life cost


assessment.


(e) Rigid vs Flexible Production Riser Sag, sand accumulation


and potential failure assessment.


(f) Assessment of the hydraulic lock potential of the series


mounted gate valves in the linear block manifolds.





(ii) Within thirty (30) days from the date of the Licence, the Licensee shall


submit the terms of reference, methodology and workplan (including


the schedule of activities) of the study for the approval of the Minister.


(iii) The study shall not commence without the prior written approval of


the Minister, such approval taking into account whether the terms of


reference and methodology satisfy the technical criteria for achieving


the intended outputs and is fit for purpose.


(iv) Within one hundred and eighty (180) days of the date of the said


approval of the terms of reference, methodology and workplan


(including the schedule of activities), or such later timeline as directed


by the Minister so as to ensure the Licensee’s full compliance with this


condition and support a diligent and transparent exercise, the


Licensee shall complete the study’s final report.


(v) During the execution of the studies, the Licensee will meet with the


Minister and/or his representatives at least once in each thirty (30)


day period, or more frequently as requested, to provide an update


report on the progress of the study, discuss the issues raised by the





Page 45 of 69


Yellowtail Petroleum Production Licence - 1st April 2022


study and come to agreement on resolution of issues and/or concerns


regarding the study. The progression of the study is contingent upon


the Licensee and the Minister and/or his representatives being in


agreement on the completeness of the outputs and resolution of issues


and/or concerns regarding the study at each stage of the update, and


the Licensee shall use all best efforts to cooperate with the Minister in


this regard.


(vi) Thirty (30) days before completion of the study, the Licensee will issue


a draft final report to enable the Minister to input into the final report.


The report shall not be deemed final until approved by the Minister,


taking into account whether the report meets the terms of reference,


methodology, all related best practice technical standards and


completeness of outputs.





(vii) Recommendations contained in the final report which have been


approved by the Minister shall be implemented by the Licensee within


such timeframe as indicated in the final report.


>0) Legal Conditions





(i) Any obligations which are to be observed and performed by


3 ’


the Licensee under this Licence shall be joint and several


/j obligations.


(ii) This Licence and all activities of the Licensee are subject to the


Act, the Regulations made thereunder and other laws and


regulations of the Cooperative Republic of Guyana in force


and in effect at any given time. Accordingly, the Licence does





Page 46 of 69


Yellowtail Petroleum Production Licence-1STApril 2022


 not limit nor in any manner restrict the right and authority of


the State to impose taxes or enact and enforce legislative,








regulator}' or other statutory instruments in respect of specific


or general aspects of petroleum operations and activities or


otherwise.


(iii) This Licence does not exempt the Licensee from obtaining


other licences, permits and approvals which are necessary


according to the Act or other applicable laws in effect at any


given time.


(iv) The Licensee shall abide by all applicable laws and regulations


of the Cooperative Republic of Guyana.


(v) The Licensee shall comply with all lawful orders and decisions


of the Minister and such other officers and functionaries of the


Government with applicable authority.


(vi) The Licensee shall comply with the terms of the Petroleum


Agreement.


(vii) This Licence and its conditions shall be interpreted and


applied in a manner so as to give effect to -


(a) the Act; and


(b) the Petroleum Agreement.





3. (1) The Licensee shall pay to the Government within the period


specified therefor by the Chief Inspector, royalty in respect of


petroleum obtained by him in the Production Area to which this





Page 47 of 69


Yellowtail Petroleum Production Licence- 1st April2022


Licence relates at the rate of two (2) per centum of the production


won and saved from the Production Area or where arrangements are








made in the Petroleum Agreement for payment of royalty in kind


wholly or in part, by making such payment and/or deliveries in


accordance with aforesaid arrangements.


(2) Subject to the provisions of the Petroleum Agreement, all


petroleum that is proved to the satisfaction of the Minister to have


been used by the Licensee within the Production Area for fuel or


transportation in petroleum operations shall be free of royalty.


4. The annual licence rental charge referenced in Article 10 of the


Petroleum Agreement includes and satisfies the rental charge


payable in respect of the Production Area.


5. Unless the context otherwise requires, the terms and expressions


used in this Licence shall have the same meaning as in the Act and


Regulations, and if not therein defined, in the Petroleum Agreement.








[Remainder of Page Intentionally Blank]























Page 48 of 69


Yellowtail Petroleum Production Licence - 1st April 2022


 IN WITNESS WHEREOF, I Honourable Vickram Bharrat, Minister of


Natural Resources and the Minister Responsible for Petroleum, have


granted this Licence and set my hand and affixed the seal and the Licensee


has set his hand and seal, the day, month and year first herein above written.





Signed by: Witnesses:





The Minister Responsible for


Petroleum Representing the


rnment of the Cooperative


ic of Guyana


□ Ministry of Natural Resources


X





2...... kae0---


Minister of Natural Resources


ister Responsible for Petroleum Name: Newell N Dennison








Commissioner, Guyana Geology


& Mines Commission.








Signed By:........................


Esso Exploration and Production





Guyana Limited

















Designation: yAKesDEd 7














Esso Exploration and


duction Guyana Ltd.,


rator for the Licensee




















Page 49 of 69


Yellowtail Petroleum Production Licence - 1st April 2022


Signed By: Witnesses:





CNOOC Petroleum Guyana Limited

















Name: L Xi00j0ns Ministry of Natural Resources

















Name: Marc65(rP


CNOOC Petroleum Guyana








Limited


Witnesses:











Hess Guyana Exploration Limited











Ministry of Natural Resources























Hess Guyana Exploration


Limited