As previously noted, Sheffield’s team is in charge of technical...

As previously noted, Sheffield’s team is in charge of technical decisions.

10. Technical Committee

10.1 Establishment

The Shareholders shall maintain a committee to supervise and be responsible for providing recommendations to the Board in respect of technical and other matters relating to the exploration, development and operation of the Project (Technical Committee), including without limitation: (a) reviewing technical data and discussing upcoming key technical decisions with the Manager and the Board; (b) reviewing draft Work Programs and Budgets for the conduct of the Operations (including the review of the technical scope of wells within each proposed and/or Approved WP&B), reviewing AFEs and reviewing any proposed amendments to an approved Work Program and Budget or an approved AFE; (c) assessing the progress of approved Work Programs and Budgets, including but not limited to geographical surveys, drilling, community awareness, land access, native title and environmental assessment and reporting to the Board in respect of their assessment; (d) making recommendations to the Board in respect of the engagement of consultants, qualified engineering firms, drilling companies and other technical and consultants required from time to time; (e) preparing and recommending scopes and proposals for feasibility studies and any other reports, analyses or studies in connection with the exploration, development and operation of the Project, for consideration by the Board; (f) reviewing and advising on matters related to the Checkerboard Strategy; and (g) any other matters which may be delegated to the Technical Committee by the Board from time to time.

10.2 Composition

Each Shareholder shall be entitled to be represented on the Technical Committee by up to 3 members and in the proportion that the total number of Nominee Directors which the Shareholder is entitled to nominate bears to the total number of directors of the Company then appointed.

10.3 Authority

(a) The Technical Committee will have authority to make recommendations to the Board and will not have delegated authority of the Board in respect of any matters. (b) If the Technical Committee is split on any recommendations to be made by the Board or cannot otherwise agree on any recommendations to be made by the Board, members of the Technical Committee representing DWE shall have the right to make the finaldecision on which such recommendations shall be made to the Board.