The JV agreement between DW and TBN is a good read. The Texans...

The JV agreement between DW and TBN is a good read. The Texans are in charge but TBN should be looked after. Need to monitor closely though.

9.1 Manager

TBN shall be appointed the initial Manager of the Company with overall responsibility to: (a) manage and carry out the day to day operations of the Group; and (b) manage and carry out the Operations on behalf of Origin B2 and ensure that Origin B2 performs the functions of Operator under the JOA and complies with its obligations under the Farm in Agreement, under the overall direction and management of the Board and in accordance with the Management Services Agreement, until replaced in accordance with this Agreement.

9.2 Management Services Agreement

(a) The Shareholders shall, following Completion, negotiate in good faith the Management Services Agreement to be entered into between the Manager, the Company, Origin B2 and DWE, which must be consistent with the principles and key terms set out in Schedule 5 and incorporate the terms set out in clauses 9.2(c) to 9.2(e) below, with a target execution date prior to 30 June 2024. DWE shall advise and act for and on behalf of the Company in relation to such negotiations.

(b) Until the Management Services Agreement is executed in accordance with clause 9.2(a), TBN shall carry out its functions as Manager in accordance with the principles and key terms set out in Schedule 5, the terms set out in clauses 9.2(c) to 9.2(e) below and under the overall direction and management of the Board.

(c) Notwithstanding any other terms in this Agreement, DWE shall have the right to appoint and replace (from time to time, at its sole discretion) up to three (3) individuals to be seconded to TBN (in its capacity as Manager) in key operational roles as determined by DWE (acting reasonably). In making such appointments, DWE shall be entitled to appoint secondees into the roles of FrackingSuperintendent/Supervisor and CompletionsEngineer.

(d) To the extent that any roles nominated by DWE under clause 9.2(c) do not exist within the Manager’s company structure, then the Manager must (acting reasonably), take steps to accommodate and give effect to any roles. Any secondment shall be on commercial terms, as notified by DWE to the Manager (acting reasonably and in good faith), with the cost of the secondee to the Manager not to exceed the amount the Manager is entitled to charge the Joint Venture under the JOA.

9.3 Term of appointment of Manager

The appointment of the Manager continues: (a) until this Agreement is terminated for any reason; (b) until the Manager resigns, having given at least 60 days’ notice to the Company of its intention to resign as Manager; (c) if an equal or larger Equity Proportion (relative to other Shareholders) is no longer held by the Manager or an Affiliate of the Manager, until the Board determines if and when a new Manager should be appointed; or (d) until the Manager suffers an Insolvency Event or commits a material breach or default in the performance of a material obligation under this Agreement and fails to remedy the default within 45 days of receipt of a written notice of default served by the Company.

9.4 Appointment of new Manager

(a) Upon the termination of the appointment of the Manager, the Board must promptly appoint a new Manager under the terms of this Agreement by unanimous vote (except that any Board member who is a nominee appointment of an Affiliate of the Manager may not vote on such resolution), if this Agreement is not otherwise terminated.

(b) If there are only two Shareholders at the time of termination of the appointment of the Manager, the other Shareholder may elect to be, or appoint, the new Manager.

(c) The Board must not reappoint a Manager removed for default or following an Insolvency Event of the Manager.

(d) Subject to clause 9.4(b), if a new Manager cannot be appointed and act immediately, the Shareholder holding the largest Equity Proportion must act as interim manager until the new Manager is appointed and commences its duties (unless that Shareholder, or an Affiliate of the Shareholder, was the Manager that has been removed, in which case the Shareholder holding the equal or second largest Equity Proportion must act as interim manager until the new Manager is appointed and commences its duties).

(e) Upon the new or interim Manager commencing its duties, the previous Manager must immediately deliver to the new or interim Manager all Group Assets and all documents, books, records and accounts relating to the Operations held by it or under its control.

(f) The new Manager shall enter into a Management Services Agreement with Origin B2 and the Company on substantially the same terms as the previously existing Management Services Agreement and the Board shall ensure that Origin B2 and the Company enter into such new agreement.