Angola

This contract has been prepared and signed in the Portuguese language which shall be the only valid official version for the purposes of establishing the rights and obligations of the parties

Hydrocarbons

Sociedade Nacional de Combustiveis de Angola - Empresa Publics (Sonangol, E.P.)

An initial exploration phase of [X] contract years shall start from the effective date. One successive extension of [X] contract years may follow the initial exploration phase, provided that company notifies the government in writing of such extension, at least 30 days before the end of the initial exploration phase and if, unless otherwise agreed by the government, company has fulfilled its obligations in respect of such phase. There shall be a production period for each development area which shall be [X] years from the date of commercial discovery in said development area.

Model production sharing agreement

In the case of an emergency in the course of the petroleum operations requiring an immediate action, company, through the operator, is authorized to take all actions that it deems necessary for the protection of human life, the interests of the parties and the environment, and shall promptly inform the government of all actions so taken.

The company shall pay to the government US$ [X]. The bonus shall not be recovered by the company.

Company's rate of return for each development area: less than [X]; government share: [X]; company share [X] Company's rate of return for each development area: to less than [X]; government share: [X]; company share [X] Company's rate of return for each development area: to less than [X]; government share: [X]; company share [X] Company's rate of return for each development area: to less than [X]; government share: [X]; company share [X] Company's rate of return for each development area: or more than [X]; government share: [X]; company share [X]

Under the Petroleum Activities Tax Law, company shall recover all exploration, development, production and administration and services expenditures incurred under this contract by taking and freely disposing of up to a maximum amount of [X]% per year of all crude oil produced and saved from development areas and not used in petroleum operations. In the event that, in any given year, recoverable costs, expenses or expenditures exceed the value of cost recovery crude oil from the relevant development area for such year, the excess shall be carried toward for recovery in the next succeeding year(s). In no case after termination of the agreement.

Company and its subcontractors shall: (a) contract local contractors, as long as their services are similar in quality and availability to those available on the international market and the prices of their services, when subject to the same tax charges, are no more than 10% higher compared to the prices charged by foreign contractors for identical services; (b) acquire materials, equipment, machinery and consumable goods of national production, insofar as their quantity, quality and delivery dates are similar to those of such materials, equipment, machinery and consumable goods available on the international market. However, such obligation does not apply in those cases in which the local prices for such goods are more than 10% higher compared to the prices for imported goods, before charging customs duties but after the respective costs for transportation and insurance have been included.

Company shall comply with Decree No. 20/82, of 17 April 1982, and ancillary regulations, as well as applicable legislation regarding the recruitment, integration and training of Angolan personnel. In planned, systematic and various ways and in accordance with the provisions of this article, company shall train all its Angolan personnel directly or indirectly involved in the petroleum operations for the purpose of improving their knowledge and professional qualification in order that the Angolan personnel gradually reach the level of knowledge and professional qualification held by the company’s foreign workers. Such training shall also include the transfer of the knowledge of petroleum technology and the necessary management experience so as to enable the Angolan personnel to use the most advanced and appropriate technology in use in the petroleum operations, including proprietary and patented technology, "know how" and other confidential technology, to the extent permitted by applicable laws and agreements, subject to appropriate confidentiality agreements. Besides other duties provided for in the law, the recruitment, integration and training of company’s Angolan personnel shall be included in three-year plans. In this respect, the company undertakes, notably, to: (a) prepare a draft of the initial plan and submit it to the government within 4 months of the effective date; (b) prepare a proposal for implementation of the plan and submit it to the government within 1 month of the approval of such plan by the government; and (c) implement the approved plan in accordance with the directives of the government, company being able, in this regard and with the approval of the government, to contract outside specialists not associated with company to proceed with the implementation of specific aspects of the subject plan. Company agrees to require in its contracts with subcontractors who work for company for a period of more than 1 year, compliance with requirements for the training of work crews, to which requirements such subcontractors are subject by operation of current law. Company further agrees to monitor compliance with the aforementioned obligations. Company shall be responsible for the training costs of Angolan personnel it employs, such costs being recovered as production expenditures. Costs incurred by company for training programs for the government personnel will be borne in a manner to be agreed upon by the parties.

Company shall drill geological horizons defined in the approved work plan and budget [X] obligatory exploration wells within the initial exploration phase. In the event company elects to extend the exploration period into the optional exploration phase, company shall be required to drill [X] obligatory exploration wells (other than appraisal well) to geological horizons defined in the approved work plan and budget. Company shall be required to incur the following minimum exploration expenditures: - Initial Exploration Phase US$ [X] -Optional Exploration Phase US$ [X].

Any disputes, differences or claims arising out of this contract or relating to same, or relating to the breach, termination or invalidation of the same, shall be resolved by agreement of the parties, on the basis of principles of good faith and equity or fair balance of the parties’ interests. If the disputes, differences or claims referred to in the preceding paragraph cannot be resolved amicably, they shall be finally and exclusively settled by arbitration, in accordance with the UNCITRAL Rules of Arbitration of 1976 as existing on the effective date. The number of arbitrators shall be 3. The arbitration tribunal shall decide according to the Angolan substantive law. The arbitration tribunal shall be set up in Luanda, shall apply Angolan law, and the language of arbitration shall be Portuguese. The parties agree that this arbitration clause is an explicit waiver of immunity against validity and enforcement of the award or any judgment and the award shall be final, binding and enforcement against any litigant in any court.

Unless otherwise agreed by the government and company, while this contract remains in force, all technical, economic, accounting or any other information, including, without limitation, reports, maps, logs, records and other data developed through the conduct of petroleum operations, shall be held strictly confidential and shall not be disclosed by any party without the prior written consent of the other party. This is also the case with the contract itself. Either party, may, however, disclose data: (a) to any affiliate or potential assignee of such party upon such affiliate or potential assignee giving a similar undertaking of confidentiality; (b) in connection with the arranging of financing or of a corporate reorganization upon obtaining a similar undertaking of confidentiality; (c) to the extent required by any applicable law, regulation or rule (including, without limitation, any regulation or rule of any regulatory agency, securities commission or securities exchange on which the securities of such party or of any such party's affiliates are listed); (d) to consultants, contractors or other third parties as necessary in connection with petroleum operations upon obtaining a similar undertaking of confidentiality. The company's obligation of confidentiality of the information referred to above shall continue for 10 years after the termination of the contract or such other period as agreed to in writing between the parties. The confidentiality obligation shall not apply to any information that has entered the public domain by any means that is both lawful and does not involve a breach of these terms.

This contract shall be governed by and construed in accordance with Angolan law

Without prejudice to other rights and obligations of the parties under the contract, in the event that any change in the provisions of any law, decree or regulation in force in the Republic of Angola occurs subsequent to the signing of this contract which adversely affects the obligations, rights and benefits under same, then the parties will agree on amendments to the contract to be submitted to the competent authorities for approval, so as to restore such rights, obligations and forecasted benefits.