Common use of Interim Period Clause in Contracts

Interim Period. The Sellers, Mediton and Medishur undertake to the Buyer that during the period from the date of execution of this Agreement to the Transaction Closing Date (“Interim Period”), the Group’s operations shall be conducted in the same ordinary course of business and in a manner consistent with past practice, without materially affecting or diminishing its assets (other than payment of dividends and payment of debit and credit balances, and provided that as of the Closing Date there will be an amount equal to the net working capital stated in Section 8.1.3 to this Agreement). Without derogating from the generality of the foregoing, the Sellers, Mediton and Medishur shall cause the Group not to take the following actions, unless with the prior written approval of the Buyer or in accordance with the provisions of this Agreement: (a) any transaction (including transfer, sale, acquisition or allocation) in the Ordinary Shares or other securities of the Group, or an undertaking to enter into such transaction; (b) an offering of rights to purchase any securities of the Group; (c) any change to the incorporation documents of the Group; (d) transactions outside the ordinary course of business of the Group, including transactions involving an investment or acquisition of interests in corporations or acquisition of business (Asset Transactions); (e) transactions that are not on market terms of the Group or that may materially affect the profitability of the relevant Company, its assets or liabilities, or executing of transactions with related parties, other than existing transactions with related parties on the same terms and conditions as prior to the execution of the Term Sheet entered into by the parties on July 14, 2021; (f) sale or transfer of all assets or interests of the Group or a substantial part thereof; (g) transaction in which any of the Sellers or officers of the Group, their interested parties, their relatives or companies under their control have, either directly or indirectly, a “personal interest” other than payment of salaries to the Group’s officers, in the same manner as prior to the execution of this Agreement, and excluding existing transactions with related parties on the same terms and conditions as prior to the execution of the Term Sheet entered into by the parties on July 14, 2021, and as set forth in Exhibit 6.8.1 hereto.

Interim Period. The Sellers4.1 During the Interim Period, Mediton and Medishur undertake to the Buyer that during the period from (in so far as it falls after the date of execution of this Agreement Agreement) the Seller shall: 4.1.1 continue to carry on its affairs in relation to the Transaction Closing Date (“Interim Period”), the Group’s operations shall be conducted Interests in the same ordinary course of business and in a manner consistent accordance with past good oil and gas field practice; 4.1.2 (to the extent that it is able so to do having regard to the provisions of the Licensed Interest Documents) consult with the Purchaser with regard to the Interests where reasonably practicable and co-operate with the Purchaser so as to ensure an efficient handover of the Interests on Completion; 4.1.3 not, without materially affecting or diminishing its assets (other than payment of dividends and payment of debit and credit balances, and provided that as of the Closing Date there will be an amount equal to the net working capital stated in Section 8.1.3 to this Agreement). Without derogating from the generality of the foregoing, the Sellers, Mediton and Medishur shall cause the Group not to take the following actions, unless with the Purchaser’s prior written approval (not to be unreasonably withheld or delayed), encumber, sell, assign or otherwise dispose of the Buyer Interests or any part thereof, or purport to do any of the same; 4.1.4 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed) enter into or agree to enter into or become party to any new licences, operating agreements, farm-in or farm-out agreements, unitisation agreements, transportation agreements, long term gas sale or supply agreements or any other material agreement or undertaking (by whatever name called) relating to the Interests or permit any other person to enter into or agree to enter in any such agreement on behalf of the Seller; 4.1.5 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed), enter into or agree to enter into any contract for the sale of gas and/or other Petroleum products relating to the Interests or permit any other person to enter into or agree to enter in any such contract on behalf of the Seller; 4.1.6 maintain insurance in relation to the Interests (on behalf of and for the benefit of the Purchaser) to such extent and at such levels as would be in accordance with good oil and gas field practice and otherwise in accordance with the provisions JDA; 4.1.7 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed), undertake or agree to undertake any sole-risk or non-consent activities in relation to the Interests; 4.1.8 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed), amend, renew, terminate or agree to amend, renew or terminate any of this Agreement: the Licensed Interest Documents or waive or agree to waive any of its rights or remedies under the Licensed Interest Documents insofar as any such right or remedy is capable of relating to periods after the Economic Date or is in respect of Decommissioning and/or Environmental Liabilities; 4.1.9 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed) undertake any operations or commit to any work programmes on Block 49/12b and 4.1.10 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed): (1) approve any expenditure or capital commitment relating to any Interest involving expenditure in excess of one hundred thousand Pounds (£100,000) in any case other than: (a) any transaction (including transfer, sale, acquisition or allocation) such expenditure in respect of which the Ordinary Shares or other securities of the Group, or an undertaking to enter into such transactionPurchaser has given its prior consent as referenced in Clause 4.2 below; or (b) an offering any expenditure necessitated by any emergency for the safeguarding of rights lives or property or the prevention of pollution (in which case the Seller shall to purchase the extent practicable in the circumstances consult with the Purchaser and in any securities event as soon as reasonably practicable inform the Purchaser). (2) approve any work programme or budget which (i) differs materially from the 2008 Budget prepared for the purposes of the Group; Interests (c) any change a copy of which in relation to the incorporation documents Tors Area has been provided to the Purchaser) or (ii) differs from the Budget approved in relation to the Wenlock Field as referenced in the AFEs in Schedule 5, in either case without the consent of the Group; (d) transactions outside the ordinary course Purchaser and for this purpose an increase in such Budget of business more than 5 % or increase in any expenditure or capital commitment as shown in such Budget of the Group, including transactions involving an investment or acquisition of interests in corporations or acquisition of business (Asset Transactions); (e) transactions that are not on market terms of the Group or that may materially affect the profitability of the relevant Company, its assets or liabilities, or executing of transactions with related parties, other more than existing transactions with related parties on the same terms and conditions as prior 10 % shall be deemed to the execution of the Term Sheet entered into by the parties on July 14, 2021; (f) sale or transfer of all assets or interests of the Group or a substantial part thereof; (g) transaction in which any of the Sellers or officers of the Group, their interested parties, their relatives or companies under their control have, either directly or indirectly, a “personal interest” other than payment of salaries to the Group’s officers, in the same manner as prior to the execution of this Agreement, and excluding existing transactions with related parties on the same terms and conditions as prior to the execution of the Term Sheet entered into by the parties on July 14, 2021, and as set forth in Exhibit 6.8.1 heretobe material.

Interim Period. The Sellers4.1 During the Interim Period, Mediton (in so far as it falls after the date of this Agreement) the Seller shall: 4.1.1 continue to carry on its affairs in relation to the Option Interests in the ordinary course and Medishur in accordance with good oil and gas field practice; 4.1.2 (to the extent that it is able so to do having regard to the provisions of the Licensed Interest Documents) consult with the Buyer with regard to the Option Interests where reasonably practicable and co-operate with the Buyer so as to ensure an efficient handover of the Option Interests on Completion; 4.1.3 not, without the Buyer’s prior written approval (not to be unreasonably withheld or delayed), encumber, sell, assign or otherwise dispose of the Option Interests or any part thereof, or purport to do any of the same; 4.1.4 not, without the Buyer’s prior written approval (not to be unreasonably withheld or delayed) enter into or agree to enter into or become party to any new licences, operating agreements, farm-in or farm-out agreements, unitisation agreements, transportation agreements, long term gas sale or supply agreements or any other material agreement or undertaking (by whatever name called) relating to the Option Interests or permit any other person to enter into or agree to enter in any such agreement on behalf of the Seller; 4.1.5 not, without the Buyer’s prior written approval (not to be unreasonably withheld or delayed), enter into or agree to enter into any contract for the sale of gas and/or other Petroleum products relating to the Option Interests or permit any other person to enter into or agree to enter in any such contract on behalf of the Seller; 4.1.6 maintain insurance in relation to the Option Interests (on behalf of and for the benefit of the Buyer) to such extent and at such levels as would be in accordance with good oil and gas field practice and otherwise in accordance with the JDA; 4.1.7 not, without the Buyer’s prior written approval (not to be unreasonably withheld or delayed), undertake or agree to undertake any sole-risk or non-consent activities in relation to the Option Interests; 4.1.8 not, without the Buyer’s prior written approval (not to be unreasonably withheld or delayed), amend, renew, terminate or agree to amend, renew or terminate any of the Licensed Interest Documents or waive or agree to waive any of its rights or remedies under the Licensed Interest Documents insofar as any such right or remedy is capable of relating to periods after the Economic Date or is in respect of Decommissioning and/or Environmental Liabilities; and 4.1.9 not, without the Buyer’s prior written approval (not to be unreasonably withheld or delayed): (1) approve any ,expenditure or capital commitment relating to any Interest involving expenditure in excess of one hundred thousand Pounds (£100,000) in any case other than: (a) any such expenditure in respect of which the Buyer has given its prior consent as referenced in Clause 4.2 below; or (b) any expenditure necessitated by any emergency for the safeguarding of lives or property or the prevention of pollution (in which case the Seller shall to the extent practicable in the circumstances consult with the Buyer and in any event as soon as reasonably practicable inform the Buyer). (2) approve any work programme or budget which (i) differs materially from the 2008 Budget prepared for the purposes of the Option Interests (a copy of which in relation to the Tors Area has been provided to the Buyer) or (ii) differs from the Budget approved in relation to the Wenlock Field as referenced in the AFEs in Schedule 5, in either case without the consent of the Buyer and for this purpose an increase in such Budget of more than 5 % or increase in any expenditure or capital commitment as shown in such Budget of more than 10 % shall be deemed to be material. 4.2 Without prejudice to Clause 4.1, the Seller shall (subject to any confidentiality obligations by which it is bound) between the date hereof and Completion generally keep the Buyer informed, in a timely manner, of all material matters not of a routine or minor nature affecting the Option Interests including the approval of any work programme, budget, AFE expenditure or capital commitment relating to the Option Interests and make available for review by the Buyer and any person authorised by the Buyer all Data reasonably requested by the Buyer. In this regard, the Buyer acknowledges and accepts the AFEs in respect of Block 49/12aN as set out in Schedule 5 and agrees that its consent to the same is not required pursuant to Clause 4.1 save for the New Works. 4.3 Notwithstanding that title to the Option Interests will not pass to the Buyer that during until Completion, the period Buyer shall assume all risk in the Option Interests with effect from the date of execution of this Agreement and accordingly (save for and without prejudice to the Transaction Closing Date Seller’s continuing obligations under Clause 4.1 (“Interim Period”), the Group’s operations shall be conducted in the same ordinary course of business and in a manner consistent with past practice, without materially affecting or diminishing its assets (other than payment of dividends and payment of debit and credit balances, and provided that as of the Closing Date there will be an amount equal to the net working capital stated in Section 8.1.3 to this Agreement). Without derogating from the generality of the foregoing, the Sellers, Mediton and Medishur shall cause the Group not to take the following actions, unless with the prior written approval of the Buyer or in accordance with the provisions of this Agreement: (a) any transaction (including transfer, sale, acquisition or allocation) in the Ordinary Shares or other securities of the Group, or an undertaking to enter into such transaction; (b) an offering of rights to purchase any securities of the Group; (c) any change to the incorporation documents of the Group; (d) transactions outside the ordinary course of business of the Group, including transactions involving an investment or acquisition of interests in corporations or acquisition of business (Asset Transactions); (e) transactions that are not on market terms of the Group or that may materially affect the profitability of the relevant Company, its assets or liabilities, or executing of transactions with related parties, other than existing transactions with related parties on the same terms and conditions as prior to the execution of the Term Sheet entered into by the parties on July 14, 2021; (f) sale or transfer of all assets or interests of the Group or a substantial part thereof; (g) transaction in which any of the Sellers or officers of the Group, their interested parties, their relatives or companies particular under their control have, either directly or indirectly, a “personal interest” other than payment of salaries to the Group’s officers, in the same manner as prior to the execution of this Agreement, and excluding existing transactions with related parties on the same terms and conditions as prior to the execution of the Term Sheet entered into by the parties on July 14, 2021, and as set forth in Exhibit 6.8.1 heretoClause 4.1.

Interim Period. The Sellers4.1 During the Interim Period, Mediton the Seller shall procure that the Company, unless otherwise agreed in writing by the Purchaser: (a) does not (by act or omission) breach any of the provisions of the Interests Documents applicable to it (and Medishur undertake notifies the Purchaser in a timely manner of any facts or circumstances of which it becomes aware which indicate that there has been such breach by any other party or that such breach by the Company has occurred); (b) does not amend or terminate or waive any rights under any of the Interests Documents, does not enter into or become a party to operating agreements, farm-in or farm-out agreements, unitisation agreements, transportation agreements, oil or gas sale or supply agreements or any other material agreement or undertaking (by whatever name called) in relation to the Buyer that during the period from the date of execution of this Agreement to the Transaction Closing Date (“Interim Period”), the Group’s operations shall be conducted Interests other than agreements entered into as Operator in the same ordinary course of business and in a manner consistent with past practicedoes not relinquish, without materially affecting surrender, sell, assign or diminishing its assets amend the Interests (other than payment of dividends and payment of debit and credit balances, and provided that as or agree to do any of the Closing Date there will be an amount equal to the net working capital stated in Section 8.1.3 to this Agreement). Without derogating from the generality of the foregoing, the Sellers, Mediton and Medishur shall cause the Group not to take the following actions, unless with the prior written approval of the Buyer or in accordance with the provisions of this Agreement: (a) any transaction (including transfer, sale, acquisition or allocation) foregoing in the Ordinary Shares future) or other securities agree to any sole risk operations or exercise any right of non-consent under the GroupJOA, provided, however, that nothing in this clause 4.1(b) shall operate to restrict the Company taking any action it is legally or an undertaking contractually required to enter into take, however the Seller must inform the Purchaser a reasonable period before it takes any such transaction; (b) an offering of rights to purchase any securities of the Group; action as contemplated by this clause 4.1(b); (c) does not charge, transfer, assign or Encumber in any change manner whatsoever the Shares or the Interests, or agree to do the incorporation documents of the Group; same; (d) transactions outside does not approve any scheme or plan of arrangement, reconstruction, amalgamation, merger or demerger or any proceeding analogous to the same; (e) does not borrow or incur any financial indebtedness in the nature of borrowing from or lending to any entity other than in the ordinary course of business as carried on at the date hereof and in accordance with past practice and applicable contractual obligations; (f) prior to any meeting of the Operating Committee under the JOA, requests that Purchaser be allowed to participate in such meeting, and in any event consults with the Purchaser in respect of any material decision to be taken at such meeting and gives due regard to the Purchaser’s reasonable opinions in relation to such decision; (g) notifies the Purchaser promptly of any Claim, legal proceedings, arbitration or expert determination made or instituted in connection with the Interests; (h) makes available to the Purchaser all material information, data and other material reasonably requested by the Purchaser from time to time in relation to the Interests and the operations conducted in respect thereof; (i) not allot or issue, or agree to allot or issue (whether by way of option over shares or the issue of any rights convertible into shares or otherwise), any additional shares in the Company; (j) not make any alteration to the Articles of Association; (k) not declare or pay any dividends; (l) not acquire shares in any other company, or enter into any partnership or joint venture or acquire any assets other than a joint venture or assets forming part of the Interests; (m) continue to maintain in full force and effect any policies of insurance in respect of the Interests and make and pursue all claims which can be made under such policies in respect of any loss of or damage to the Interests; and (n) not change the tax residence of the Company; (o) prior to any meeting with any Governmental Entity, request that Purchaser be allowed to participate in the meetings and will take Purchaser recommendations provided under consideration; and (p) terminates, effective on or before Completion, all agreements and arrangements between the Company and any other member of the Seller’s Group. 4.2 Interim Period Petroleum Costs; Approved Budget & Schedule (a) During the Interim Period, the Seller shall procure that the Company continues to carry on its business in accordance with the Approved Budget & Schedule, and in the ordinary course of business as carried on at the date hereof and in accordance with past practice; provided, however, that before the Company (i) incurs expenses which exceed twenty percent (20%) of any line item or ten percent (10%) of the total amount set out in the Approved Budget & Schedule (“Non-Budgeted Expenditures”), or (ii) enters into any contract, agreement, arrangement or undertaking not contemplated by the Approved Budget & Schedule (a “Non-Budgeted Contract”), the Seller shall discuss with the Purchaser whether the Approved Budget & Schedule should be amended to include such Non-Budgeted Expenditures or Non-Budgeted Contract, and if the Seller and the Purchaser agree in writing, such Non-Budgeted Expenditures or Non-Budgeted Contract shall be deemed to be included in the Approved Budget & Schedule and shall not be considered to be Non-Budgeted Expenditures or a Non-Budgeted Contract. (b) Non-Budgeted Expenditures shall not be considered to be Interim Petroleum Costs for purposes of clauses 4.8 or 4.9 and shall not be taken into account in the determination of the Preliminary Adjustment or Final Adjustment; provided that if any Non-Budgeted Expenditures are funded out of the Company’s resources as at the Effective Date (and are not funded by the Seller pursuant to clause 4.9), such Non-Budgeted Expenditures shall be taken into account in the determination of the Preliminary Adjustment and Final Adjustment. The Seller shall procure that any Non-Budgeted Contracts contain express terms allowing them to be terminated at completion at no cost to the Company or novated by the Company to Seller or another member of Seller’s Group as a matter of right. The Seller shall also procure that each Non-Budgeted Contract is (i) terminated at or prior to Completion at no cost or expense to the Company or (ii) is novated by the Company at or prior to Completion to another member of Seller’s Group, including in either case pursuant to a written instrument that expressly relieves the Company of any present or future liability under such Non-Budgeted Contract. (c) During the Interim Period, the Purchaser may propose scopes of work not covered by the Approved Budget & Schedule (“Additional Work”), and the Purchaser and the Seller shall discuss whether the Approved Budget & Schedule should be amended to include such Additional Work. If any Additional Work is agreed in writing by the Purchaser and the Seller, such Additional Work shall be deemed an amendment to the Approved Budget & Schedule and the Company shall undertake such Additional Work. If the Purchaser and the Seller do not agree (such non-agreed Additional Work, the “Non-Agreed Work”), the Purchaser may undertake the Non-Agreed Work in its own name and for its own account. 4.3 The Purchaser shall hold in confidence all information furnished or disclosed to the Purchaser by the Seller or the Company or their Affiliates in connection with the transactions involving an investment contemplated by this Agreement, the Company, the Shares or acquisition the Interests (collectively, the “Interests Information”). However, the undertaking of interests in corporations confidentiality above shall not extend to any Interests Information which is: (a) generally available to the public other than as a result of a wrongful disclosure by the Purchaser or acquisition any of business its Affiliates or its or their representatives; (Asset Transactions)b) available to the Purchaser on a non-confidential basis from a source other than the Seller or the Company if such source is entitled to disclose such information; or (ec) transactions that are not on market terms lawfully requested by a Governmental Entity, or is required to be disclosed by regulation of any recognised stock exchange or the SEC. 4.4 The Purchaser shall not, without the prior written consent of the Group Seller, release or that may materially affect disclose any Interests Information to any other person, except: (a) to the profitability Purchaser’s or its Affiliates’ officers, directors, employees, accountants, lawyers, representatives, agents, consultants, financial advisers, investors or lenders who need to know the Interests Information in connection with the implementation of the relevant Companytransactions contemplated by this Agreement, its assets or liabilities, or executing who are informed by the Purchaser of transactions with related parties, other than existing transactions with related parties on the same confidential nature of the Interests Information and whom the Purchaser will ensure will observe the terms and conditions as prior of this clause 4.4 without the benefit of this exception; (b) to the execution of Purchaser’s or its Affiliates’ contractors or suppliers who need to know the Term Sheet entered into Interests Information in connection with any Non-Agreed Work; provided, however, that such contractors and suppliers shall agree in writing to be bound by confidentiality provisions that are no less restrictive than those in clauses 4.3 and 4.4; and (c) in accordance with clause 13.1. 4.5 If Completion does not take place for any reason provided for in this Agreement the parties on July 14Purchaser shall remain bound by clauses 4.3 and 4.4, 2021; (f) sale or transfer of all assets or interests of the Group or a substantial part thereof; (g) transaction in which notwithstanding any of the Sellers or officers of the Group, their interested parties, their relatives or companies under their control have, either directly or indirectly, a “personal interest” other than payment of salaries to the Group’s officers, in the same manner as prior to the execution termination of this Agreement, and excluding existing transactions with related parties until the earlier of the fifth anniversary of such termination or such time as it has entered into a separate undertaking of confidentiality on the same or similar terms in respect of the Interests Information (and conditions as prior this clause 4.5 shall also survive until such time). 4.6 If this Agreement is terminated, the Purchaser shall, at the request of the Seller, promptly return to the execution Seller (and delete from the Purchaser’s systems, to the extent that it is reasonably practicable (and exercising reasonable endeavours) to do so, where electronically stored) all the Interests Information. The Purchaser shall continue to comply with clauses 4.3 and 4.4 in relation to any Interests Information that remains electronically stored on the Purchaser’s or its Affiliates’ and their employees’ and agents’ systems. 4.7 If Completion does take place, the undertaking of confidentiality of the Term Sheet entered into Purchaser contained herein shall be superseded by the parties on July 14confidentiality provisions in the Interests Documents and shall be of no further effect to the extent that the Interests Information falls within the category of data and information which is subject to the separate confidentiality obligations under such Interests Documents, 2021provided that the Seller shall, and as set forth shall procure that the Seller’s Group shall, keep confidential and shall not disclose the Interests Information or any information relating to the Interests Documents unless the same is in Exhibit 6.8.1 heretothe public domain. 4.8 If Completion occurs, the total amount of Interim Period Petroleum Costs funded by the Seller pursuant to clause 4.9 shall be included in the determination of the Preliminary Adjustment in Schedule 8. 4.9 Seller shall fund from its own resources its share of all Interim Period Petroleum Costs up to an aggregate limit of two million four hundred thousand U.S. Dollars (US$2,400,000), but shall have no obligation to fund Interim Period Petroleum Costs in excess of such amount.

Interim Period. The Sellers, Mediton and Medishur undertake to the Buyer that during the period from 4.1 From the date of execution of this Agreement until Completion, each Seller shall (to the Transaction Closing Date (“Interim Period”), extent it is permitted to do so under the Group’s operations shall be conducted Interests Documents and subject to any confidentiality obligations by which they are bound): 4.1.1 continue to carry on their activities in relation to the Interests in accordance with good oil and gas field practice; 4.1.2 promptly and to the extent practicable in the same ordinary course of business and circumstances consult with the Purchaser in a manner consistent relation to any material decision in connection with past practicethe Interests, without materially affecting or diminishing its assets (other than payment of dividends and payment of debit and credit balances, and provided that nothing in this Clause 4.1.2 shall operate to ▇▇▇▇▇▇ the discretion of each Seller in exercising its votes in respect thereto; 4.1.3 except as disclosed in the Disclosure Letter, not trade, relinquish, surrender, sell, assign or amend the Interests (or agree to do any of the Closing Date there will be an amount equal to foregoing in the net working capital stated in Section 8.1.3 to this Agreement). Without derogating from the generality of the foregoing, the Sellers, Mediton and Medishur shall cause the Group not to take the following actions, unless with future) without the prior written approval of the Buyer Purchaser (such approval not to be unreasonably withheld or delayed); 4.1.4 not amend or agree to amend any of the Interests Documents or waive any of its rights under the Interests Documents without the prior written approval of the Purchaser (such approval not to be unreasonably withheld or delayed); 4.1.5 not approve any work programme, budget, expenditure or capital commitment relating to the Interests involving expenditure in accordance with excess of five hundred thousand Dollars ($500,000) (net Seller’s share) in any case other than: a. any such expenditure covered by any budget approved prior to the provisions date of this Agreement: ; or b. any such expenditure in respect of which the Purchaser has given its prior written approval (a) not to be unreasonably withheld or delayed); or c. any transaction expenditure necessitated by any emergency (including transfer, sale, acquisition or allocation) in which case the Sellers shall consult with the Purchaser to the extent practicable in the Ordinary Shares circumstances); or d. any expenditure agreed or other securities forming part of a process agreed pursuant to any Interests Document including cash calls and Operator ▇▇▇▇▇▇▇▇; and 4.1.6 keep the Group, or an undertaking to enter into such transaction; (b) an offering Purchaser informed in a timely manner of rights to purchase any securities of the Group; (c) any change all material matters in relation to the incorporation documents of the Group; (d) transactions outside the ordinary course of business of the GroupInterests, including transactions involving an investment or acquisition of interests in corporations or acquisition of business (Asset Transactions); (e) transactions that are not on market terms of the Group or that may materially affect the profitability of the relevant Company, its assets or liabilities, or executing of transactions with related parties, other than existing transactions with related parties on the same terms and conditions as prior to the execution of the Term Sheet entered into by the parties on July 14, 2021; (f) sale or transfer of all assets or interests of the Group or a substantial part thereof; (g) transaction in which any of the Sellers or officers of the Group, their interested parties, their relatives or companies under their control have, either directly or indirectly, a “personal interest” other than payment of salaries to the Group’s officers, in the same manner as prior to the execution of this Agreement, and excluding existing transactions with related parties on the same terms and conditions as prior to the execution of the Term Sheet entered into by the parties on July 14, 2021, and as set forth in Exhibit 6.8.1 hereto.including:

Interim Period. The Sellers, Mediton and Medishur undertake to the Buyer that during 10.1 During the period from commencing as of the date of execution of this Agreement to Execution Date and ending upon the Transaction Closing Date (“Interim Period”), the Group’s operations shall be conducted in the same ordinary course of business and in a manner consistent with past practice, without materially affecting or diminishing its assets (other than payment of dividends and payment of debit and credit balances, and provided that as earlier of the Closing Date there will be an amount equal to or May 31 2013 (the net working capital stated in Section 8.1.3 to this Agreement"Interim Period"). Without derogating from the generality of the foregoing, the SellersMainrom shall not perform, Mediton and Medishur shall cause the Group not to take the following actions, unless with without the prior written approval of Kitov , any action other than as (1) may be required by law or agreement which was in effect prior to the Buyer date hereof (2) or in accordance with contemplated hereunder or required for the provisions consummation of this Agreement: the transaction contemplated hereunder or (a) any transaction (including transfer, sale, acquisition or allocation3) in the Ordinary Shares ordinary course of operations of M▇▇▇▇▇ as a publically traded company with no business activity. 10.2 During the Interim Period, K▇▇▇▇ shall not perform, without the prior written approval of M▇▇▇▇▇▇, any action other than as (1) may be required by law or other securities agreement which was in effect prior to the date hereof (2) or contemplated hereunder or required for the consummation of the Group, transaction contemplated hereunder or an undertaking to enter into such transaction; (b3) an offering of rights to purchase any securities of the Group; (c) any change to the incorporation documents of the Group; (d) transactions outside in the ordinary course of business of K▇▇▇▇. 10.3 The above notwithstanding, During the GroupInterim Period, including transactions involving an investment or acquisition of interests in corporations or acquisition of business (Asset Transactions); (e) transactions that are not on market terms of the Group or that may materially affect the profitability of the relevant Company, its assets or liabilities, or executing of transactions with related parties, other than existing transactions with related parties on the same terms and conditions as prior to the execution of the Term Sheet entered into by the parties on July 14, 2021; (f) sale or transfer of all assets or interests of the Group or a substantial part thereof; (g) transaction in which neither Kitov nor any of the Sellers or officers Shareholders perform, without the prior written approval of M▇▇▇▇▇▇, any of the Groupfollowing: (a) dividend or bonus share distribution; or (b) enter into negotiations, their interested partiesoffering or soliciting third parties to acquire control of Kitov or its business activity (c) Issue or sell or transfer any shares or securities of Kitov. 10.4 Kitov shall provide Mainrom with any and all information and documents reasonably required by Mainrom in connection with the Disclosure Documents and/or any other disclosure requirements under law or demand by the Securities Authority. 10.5 The Parties acknowledge that certain Shareholders are entering into five (5) year Gain Recognition Agreements (“GRAs”) with the Internal Revenue Service of the United States in order to avoid immediate taxation by the United States as a result of the transactions contemplated in this Agreement. Mainrom agrees that it will provide to any Shareholder entering into a GRA all information reasonably requested by the Shareholder in writing, their relatives including notice (within 21 days of written request from any Shareholder) of the occurrence of any of the following events with respect to Mainrom or companies under their control haveKitov during the tax period(s) specified by Shareholder: (a) any complete or partial disposition of any of the Transferred Shares or any of the Kitov securities, either whether such disposition occurs directly or indirectly by transfer of the majority of Mainrom securities; (b) any disposition of substantially all of the assets of the Kitov; and (c) the entry of the Kitov into any partnership or joint venture arrangements, whether directly or indirectly, a “personal interest” other than payment of salaries to . 10.6 K▇▇▇▇ and the Group’s officers, in the same manner Shareholders undertake that as prior to the execution of this Agreement, and excluding existing transactions with related parties on the same terms and conditions as prior to the execution of the Term Sheet entered into by Closing and immediately following the parties on July 14, 2021, Closing the Kitov Financial Obligations shall not exceed the following: (i) NIS1,000,000 with respect to financial obligations towards third parties; and (ii) US$370,000 with respect to financial obligations towards the Shareholders. 10.7 The Mainrom Financial Obligations towards Roichman as set forth in Exhibit 6.8.1 heretoSection ‎5.1.5 above and the Kitov Financial Obligations as set forth in Section ‎0 above shall be repaid to Roichman and the Shareholders simultaneously and pro-rata to their respective debt amounts set forth above as of the Closing. It is hereby clarified that the repayment of the above financial obligations shall be subject to and only following the payment in full of the Investments Consideration in Section ‎11.3 below.

Interim Period. The Sellers, Mediton and Medishur undertake to the Buyer that during the period from 4.1 From the date of execution this Agreement until Completion, each Seller shall (to the extent it is permitted to do so under the Interests Documents and subject to any confidentiality obligations by which they are bound): 4.1.1 continue to carry on their activities in relation to the Interests in accordance with good oil and gas field practice; 4.1.2 consult with the Purchaser in a timely manner and give due consideration to the views of the Purchaser in relation to any material decision in connection with the Interests, provided that subject to the other provisions of this Agreement Clause 4.1 nothing in this Clause 4.1.2 shall operate to f▇▇▇▇▇ the Transaction Closing Date discretion of each Seller in exercising any votes in respect to any such decision; 4.1.3 not trade, relinquish, surrender, sell, assign or amend the Interests (“Interim Period”), or agree to do any of the Group’s operations shall be conducted foregoing in the same ordinary course of business and in a manner consistent with past practice, future) without materially affecting or diminishing its assets (other than payment of dividends and payment of debit and credit balances, and provided that as of the Closing Date there will be an amount equal to the net working capital stated in Section 8.1.3 to this Agreement). Without derogating from the generality of the foregoing, the Sellers, Mediton and Medishur shall cause the Group not to take the following actions, unless with the prior written approval of the Buyer Purchaser (such approval not to be unreasonably withheld or delayed); 4.1.4 subject to Clause 4.1.5, not terminate, amend or agree to amend any of the Interests Documents, save with respect to the amendment of the PDSA, or waive any of its rights under the Interests Documents; 4.1.5 not enter into any legally binding agreements in accordance with relation to the provisions Interests save for (i) agreements entered into by the Licence Operator or NSP on behalf of this Agreement: the owners of the Interests; and (ii) agreements relating to the PDSA, including any agreement amending or replacing the PDSA save if any such agreement shall increase the costs payable by the MacCulloch Co-venturers to NSP by an amount of ten percent (10%) in any calendar year above the amounts outlined in the Agreed PDSA Cost Profile, without the prior written approval of the Purchaser (such approval not to be unreasonably withheld or delayed); 4.1.6 not approve any work programme, budget, expenditure or capital commitment relating to the Interests involving expenditure in excess of five million Pounds Sterling (£5,000,000) (net the Seller’s share) in any case other than: (a) any transaction (including transfer, sale, acquisition or allocation) in such expenditure covered by any budget approved prior to the Ordinary Shares or other securities date of this Agreement provided that such budget has been disclosed to the Group, or an undertaking to enter into such transactionPurchaser; or (b) an offering any such expenditure in respect of rights which the Purchaser has given its prior written approval (not to purchase any securities of the Groupbe unreasonably withheld or delayed); or (c) any change expenditure necessitated by any emergency (in which case the Sellers shall consult with the Purchaser to the incorporation documents of extent practicable in the Groupcircumstances); or (d) transactions outside the ordinary course of business of the Group, including transactions involving an investment or acquisition of interests any expenditure detailed in corporations or acquisition of business (Asset Transactions); a Business Plan; (e) transactions that are not on market terms any expenditure agreed or forming part of a process agreed pursuant to any Interests Document including cash calls and Licence Operator b▇▇▇▇▇▇▇. 4.1.7 request permission from the Group Relevant Third Parties for the Purchaser to attend all material meetings in relation to the Interests, including operating committee meetings, technical committee meetings and meetings with the Secretary or that may materially affect any Government entity; 4.1.8 keep the profitability Purchaser informed in a timely manner of all material matters in relation to the relevant CompanyInterests, its assets including: (a) the calling of any operating committee meetings and technical committee meetings under the J▇▇▇, the agenda for such meetings and the outcome of any decisions taken at such meetings (b) the payment of any cash call; (c) the approval of any AFE; (d) the adoption or liabilitiesproposal of, or executing material amendment to, any work programmes and budgets; and (e) the receipt of transactions Licence Operators’ billing statements and invoices; 4.1.9 not enter into any correspondence with related parties, other than existing transactions with related parties on a Tax Authority relating to any Taxation matter after the same terms Economic Date without first notifying the Purchaser and conditions as prior to taking the execution of Purchaser’s reasonable comments into account. 4.2 Following the Term Sheet entered into by the parties on July 14, 2021; (f) sale or transfer of all assets or interests of the Group or a substantial part thereof; (g) transaction in which any of the Sellers or officers of the Group, their interested parties, their relatives or companies under their control have, either directly or indirectly, a “personal interest” other than payment of salaries to the Group’s officers, in the same manner as prior to the execution date of this Agreement, the Sellers shall provide the Purchaser with such information and excluding existing transactions with related parties on cooperation as the same terms and conditions as prior Purchaser may reasonably request (to the execution extent within the possession or control of the Term Sheet entered into Sellers) to enable: 4.2.1 completion by the parties on July 14Purchaser of a reserves report and securities filings and compliance by the Purchaser with its regulatory filing requirements; or 4.2.2 preparation of an (i) offering document in connection with an offering of securities pursuant to Rule 144A of the Securities Act of 1933, 2021as amended, or other exemption from registration thereunder or (ii) any bank book and as set forth information package delivered to potential lenders in Exhibit 6.8.1 heretoconnection with obtaining financing.

Interim Period. The Sellers, Mediton and Medishur undertake to the Buyer that during the period from 4.1 From the date of execution of this Agreement until Completion, each Seller shall (to the Transaction Closing Date (“Interim Period”), extent it is permitted to do so under the Group’s operations shall be conducted Interests Documents and subject to any confidentiality obligations by which they are bound): 4.1.1 continue to carry on their activities in relation to the Interests in accordance with good oil and gas field practice; 4.1.2 promptly and to the extent practicable in the same ordinary course of business and circumstances consult with the Purchaser in a manner consistent relation to any material decision in connection with past practicethe Interests, without materially affecting or diminishing its assets (other than payment of dividends and payment of debit and credit balances, and provided that nothing in this Clause 4.1.2 shall operate to ▇▇▇▇▇▇ the discretion of each Seller in exercising its votes in respect thereto; 4.1.3 except as disclosed in the Disclosure Letter, not trade, relinquish, surrender, sell, assign or amend the Interests (or agree to do any of the Closing Date there will be an amount equal to foregoing in the net working capital stated in Section 8.1.3 to this Agreement). Without derogating from the generality of the foregoing, the Sellers, Mediton and Medishur shall cause the Group not to take the following actions, unless with future) without the prior written approval of the Buyer Purchaser (such approval not to be unreasonably withheld or delayed); 4.1.4 not amend or agree to amend any of the Interests Documents or waive any of its rights under the Interests Documents without the prior written approval of the Purchaser (such approval not to be unreasonably withheld or delayed); 4.1.5 not approve any work programme, budget, expenditure or capital commitment relating to the Interests involving expenditure in accordance with excess of five hundred thousand Dollars ($500,000) (net Seller’s share) in any case other than: a. any such expenditure covered by any budget approved prior to the provisions date of this Agreement: ; or b. any such expenditure in respect of which the Purchaser has given its prior written approval (a) not to be unreasonably withheld or delayed); or c. any transaction expenditure necessitated by any emergency (including transfer, sale, acquisition or allocation) in which case the Sellers shall consult with the Purchaser to the extent practicable in the Ordinary Shares or other securities of the Group, or an undertaking to enter into such transaction; (b) an offering of rights to purchase any securities of the Group; (c) any change to the incorporation documents of the Group; (d) transactions outside the ordinary course of business of the Group, including transactions involving an investment or acquisition of interests in corporations or acquisition of business (Asset Transactionscircumstances); (e) transactions that are not on market terms or d. any expenditure agreed or forming part of the Group or that may materially affect the profitability of the relevant Company, its assets or liabilities, or executing of transactions with related parties, other than existing transactions with related parties on the same terms a process agreed pursuant to any Interests Document including cash calls and conditions as prior to the execution of the Term Sheet entered into by the parties on July 14, 2021Operator ▇▇▇▇▇▇▇▇; (f) sale or transfer of all assets or interests of the Group or a substantial part thereof; (g) transaction in which any of the Sellers or officers of the Group, their interested parties, their relatives or companies under their control have, either directly or indirectly, a “personal interest” other than payment of salaries to the Group’s officers, in the same manner as prior to the execution of this Agreement, and excluding existing transactions with related parties on the same terms and conditions as prior to the execution of the Term Sheet entered into by the parties on July 14, 2021, and as set forth in Exhibit 6.8.1 hereto.and

Interim Period. The Sellers, Mediton and Medishur undertake to the Buyer that during During the period from the date of execution of this Agreement to hereof until the Transaction Closing Completion Date (“Interim Period”both dates inclusive), the Group’s operations shall be conducted Seller shall: 4.1.1 (having notified the Purchaser in advance of the same ordinary course of business and subject matter thereof) consult with the Purchaser in a manner consistent relation to any material decision in connection with past practice, without materially affecting or diminishing its assets the Interests (other than payment of dividends as may be contemplated in the current Work Programmes and payment of debit and credit balancesBudgets), and provided that as nothing in this Clause 4.1 shall operate to ▇▇▇▇▇▇ the discretion of the Closing Date there will Seller in exercising its roles in respect of such decision and the Seller shall not be an amount equal obliged to the net working capital stated in Section 8.1.3 to this Agreement). Without derogating from the generality of the foregoing, the Sellers, Mediton and Medishur shall cause the Group not to take the following actions, unless with the prior written approval of the Buyer or act in accordance with any wish, representation or purported instruction of the provisions Purchaser; 4.1.2 not incur, commit to incur or approve any work programme, budget, expenditure or capital commitment relating to any Licence involving expenditure in excess of this Agreement: five hundred thousand pounds (£500,000) (net the Seller’s and any Affiliate’s share) in any case other than: (a) any transaction (including transfer, sale, acquisition or allocation) in such expenditure covered by any budget approved prior to the Ordinary Shares or other securities date of the Group, or an undertaking to enter into such transactionthis Agreement; or (b) an offering any such expenditure in respect of rights which the Purchaser has given its prior written approval (not to purchase any securities of the Groupbe unreasonably withheld or delayed); or (c) any change expenditure necessitated by any emergency (in which case the Seller shall consult with the Purchaser to the incorporation documents extent practicable in the circumstances); and 4.1.3 conduct operations regarding the Interests in the ordinary and usual course in accordance with good and prudent oil and gas industry practice, so that the Interests are protected and maintained; 4.1.4 maintain and renew all governmental licences, permits, authorisations, consents and permissions necessary to own and operate the Interests; 4.1.5 use its reasonable endeavours to enable the Purchaser to attend, as an observer, any meetings of the Group; relevant operating or other committee under any Licensed Interest Documents, subject to the consent of the other parties thereto; 4.1.6 not, without the Purchaser’s written consent (d) transactions outside not to be unreasonably withheld or delayed), grant any Encumbrance, sell, transfer, surrender, novate, assign, lease or otherwise dispose of any of the Interests (excluding sales of production therefrom in the ordinary course of business business), or purport to do any of the Group, including transactions involving an investment or acquisition of interests in corporations or acquisition of business (Asset Transactions); (e) transactions same Provided that are this provision shall not on market terms of the Group or that may materially affect the profitability of the relevant Company, its assets or liabilities, or executing of transactions with related parties, other than existing transactions with related parties on the same terms and conditions as prior apply to the execution of the Term Sheet entered entering into by the parties on July 14, 2021; (f) sale or transfer Seller of all assets or interests any deed in respect of the Group extension of the Licence beyond its current expiry date. 4.1.7 not waive or a substantial part thereof; (g) transaction in which agree to waive any of its material rights or remedies arising under the Licensed Interest Documents or enter into any sole risk operation under any of the Sellers or officers of ▇▇▇▇ without first obtaining the Group, their interested parties, their relatives or companies under their control have, either directly or indirectly, a “personal interest” other than payment of salaries to the GroupPurchaser’s officers, in the same manner as prior to the execution of this Agreement, and excluding existing transactions with related parties on the same terms and conditions as prior to the execution of the Term Sheet entered into by the parties on July 14, 2021, and as set forth in Exhibit 6.8.1 hereto.consent thereto;

Interim Period. The Sellers, Mediton and Medishur undertake to the Buyer that during 4.1 During the period from the date of execution of this Agreement to hereof until the Transaction Closing Completion Date (“Interim Period”both dates inclusive), the Group’s operations shall Seller shall: 4.1.1 (having notified the Purchaser in advance of the subject matter thereof) consult with the Purchaser in relation to any material decision in connection with the Interests (other than as may be conducted contemplated in the same current Work Programmes and Budgets), provided that nothing in this Clause 4.1 shall operate to ▇▇▇▇▇▇ the discretion of the Seller in exercising its roles in respect of such decision and the Seller shall not be obliged to act in accordance with any wish, representation or purported instruction of the Purchaser. 4.1.2 not incur, commit to incur or approve any work programme, budget, expenditure or capital commitment relating to any Licence involving expenditure in excess of five hundred thousand pounds (£500,000) (net the Seller’s and any Affiliate’s share) in any case other than: (a) any such expenditure covered by any budget approved prior to the date of this Agreement; or (b) any such expenditure in respect of which the Purchaser has given its prior written approval (not to be unreasonably withheld or delayed); or (c) any expenditure necessitated by any emergency (in which case the Seller shall consult with the Purchaser to the extent practicable in the circumstances); and 4.1.3 conduct operations regarding the Interests in the ordinary and usual course in accordance with good and prudent oil and gas industry practice, so that the Interests are protected and maintained; 4.1.4 maintain and renew all governmental licences, permits, authorisations, consents and permissions necessary to own and operate the Interests; 4.1.5 use its reasonable endeavours to enable the Purchaser to attend, as an observer, any meetings of the relevant operating or other committee under any Licensed Interest Documents, subject to the consent of the other parties thereto; 4.1.6 not, without the Purchaser’s written consent (not to be unreasonably withheld or delayed), grant any Encumbrance, sell, transfer, surrender, novate, assign, lease or otherwise dispose of any of the Interests (excluding sales of production therefrom in the ordinary course of business business), or purport to do any of the same Provided that this provision shall not apply to the entering into by the Seller of any deed in respect of the extension of the Licence beyond its current expiry date. 4.1.7 provide the Purchaser on a timely basis with all cash calls, AFEs, work programmes and budgets issued under any Operating Agreement; 4.1.8 advise the Purchaser promptly of any legal proceedings which arise in respect of the Interests; 4.1.9 not amend, terminate or suspend or agree to amend, terminate or suspend any of the Licensed Interest Documents, or waive or agree to waive any of its material rights or remedies arising thereunder or enter into any sole risk operation under any of the ▇▇▇▇ without first obtaining the Purchaser’s prior consent thereto, such consent not to be unreasonably withheld or delayed; 4.1.10 not without the Purchaser’s prior consent, such consent not to be unreasonably withheld or delayed, enter into any material agreement in respect of or affecting the Interests; 4.1.11 keep the Purchaser informed in a timely manner consistent with past practice, without materially of any material matters affecting or diminishing its assets (other than payment of dividends and payment of debit and credit balancesthe Interests, and provided of all material decisions made or disputes and claims that as arise, and have due regard to and, subject to Clause 4.1.1, take into account any reasonable representations made by the Purchaser in respect thereof; 4.1.12 comply with previously agreed decisions of the Closing Date there will be an amount equal operating committees in relation to the net working capital stated Interests and any agreements relating to the Interests and any agreements relating to the Interests to which it is a party; 4.1.13 not (by act or omission) breach in Section 8.1.3 to this Agreement). Without derogating from the generality any material respect any of the foregoingprovisions of the Licensed Interest Documents (and notify the Purchaser as soon as reasonably practicable if any facts or circumstances of which it is aware which indicate that there has been or is likely to be such a material breach by any other party or that such a material breach by the Seller has occurred); 4.1.14 not enter into or become party to any new operating agreements, farm-in or farm-out agreements, unitisation agreements, transportation agreements, oil or gas sale or supply agreements or any other agreement or undertaking (by whatever name called), in each case to the Sellers, Mediton and Medishur shall cause extent the Group not same relate to take any of the following actions, unless with Interests without the prior written approval of the Buyer Purchaser, such consent not to be unreasonably withheld or in accordance with the provisions of this Agreement: (a) any transaction (including transfer, sale, acquisition or allocation) in the Ordinary Shares or other securities of the Group, or an undertaking to enter into such transaction; (b) an offering of rights to purchase any securities of the Group; (c) any change to the incorporation documents of the Group; (d) transactions outside the ordinary course of business of the Group, including transactions involving an investment or acquisition of interests in corporations or acquisition of business (Asset Transactions); (e) transactions that are not on market terms of the Group or that may materially affect the profitability of the relevant Company, its assets or liabilities, or executing of transactions with related parties, other than existing transactions with related parties on the same terms and conditions as prior to the execution of the Term Sheet entered into by the parties on July 14, 2021; (f) sale or transfer of all assets or interests of the Group or a substantial part thereof; (g) transaction in which any of the Sellers or officers of the Group, their interested parties, their relatives or companies under their control have, either directly or indirectly, a “personal interest” other than payment of salaries to the Group’s officers, in the same manner as prior to the execution of this Agreement, and excluding existing transactions with related parties on the same terms and conditions as prior to the execution of the Term Sheet entered into by the parties on July 14, 2021, and as set forth in Exhibit 6.8.1 hereto.delayed;