Republic of Liberia

08/03/2013

The delimited area is located at the coordinates set out in Annex I.

ExxonMobil Exploration and Production Liberia Limited and Canadian Overseas Petroleum (Bermuda) Limited.

Offshore Block 13

Offshore Block 13

Petroleum

National Oil Company of Liberia

The exclusive exploitation period for exploiting a commercial field is 25 years with the possibility of one additional 10 year period and one additional period to be agreed upon if commercial exploitation of the field remains possible after the first extension (in addition to a 5 year exploration period and a possible 5 additional years of exploration in two extension).

Production Sharing Contract

To achieve safe and reliable operations in complying with safety, health and environment (SHE) laws and to avoid significant and unintended impact on the safety or health of people, on property, or on the environment, ExxonMobil Exploration and Production Liberia Limited (ExxonMobil) while conducting petroleum operations, should establish and implement a SHE plan as per the international petroleum industry, design and operate petroleum operations consistent with the plan, and conform with locally applicable SHE Laws and other SHE-related statutory requirements. ExxonMobil should conduct assessments before entering into any significant new petroleum operations or before undertaking any major changes to existing operations. ExxonMobil should also ensure protection of water-bearing strata encountered during its work; carry out the necessary tests; avoid losses, spills and unplanned discharges of petroleum, produced waters, chemicals or any other product used in operations; take preventative and corrective measures to avoid marine pollution and protect the environment from pollution, contamination or resulting from petroleum operations; and evaluate and rectify any such pollution or contamination after consultation with the environment protection agency and other state agencies required by law. ExxonMobil should submit to National Oil Company of Liberia and the environment protection agency, an environmental and social impact assessment (ESIA) satisfying necessary requirements under law. Special emphasis should be placed on the development of a thorough environmental and social management plan (ESMP) responsive to the issues identified in the ESIA. The ESIA and ESMP shall be submitted: (i) sufficiently prior to exploration activities, including any seismic or drilling work, so that final approvals under the law can be obtained prior to the start of work; and (ii) sufficiently prior to development and production such that all final approvals under the law can be obtained prior to the start of construction. Unless provided otherwise in the law, seismic and drilling ESIAs and ESMPs shall be prepared for the exploration phase. Unless provided otherwise in the law, the exploration seismic and drilling ESIA and ESMP shall include all wells anticipated prior to declaration of commerciality and if required be updated for appraisal activities. Unless provided otherwise in law, the development and production ESIA and ESMP shall include an assessment of all subsequent development, production, operations, support and export plans. ExxonMobil shall require its subcontractors and suppliers comply with its ESIA, ESMP and other associated plans.

ExxonMobil Exploration and Production Liberia Limited (ExxonMobil) shall commission periodic environmental audits as required to ensure compliance of ExxonMobil with the environmental and social management plan (ESMP). External audits will be in accordance with the Environment Protection and Management Law of the Republic of Liberia Part III Section 25 and good international petroleum industry environmental practice. The external audit shall be performed or supervised by an environmental engineer with at least 10 years of experience in making environmental compliance assessments and audits in the offshore petroleum industry. Such environmental engineer shall be selected by the ExxonMobil and approved by Environmental Protection Agency and National Oil Company of Liberia.

ExxonMobil Exploration and Production Liberia Limited (ExxonMobil) can take or use water necessary for petroleum operations provided that existing irrigation or navigation are not impaired and that land, houses or watering places for livestock are not deprived or a reasonable quantity of water. ExxonMobil should keep National Oil Company of Liberia informed about the locations from which it takes fresh water and the quantities taken.

Each person participating in ExxonMobil Exploration and Production Liberia Limited (ExxonMobil) shall have all of its financial statements for each calendar year audited in accordance with international accounting and auditing standards by an internationally recognized independent auditor to be appointed by ExxonMobil.

ExxonMobil Exploration and Production Liberia Limited should pay National Oil Company of Liberia a bonus of: US$ 21.25 million on the trigger event date; US$ 2 million when the total production of crude oil reaches the average rate of 30,000 barrels per day during a period of 30 consecutive days; US$ 3 million when the total production of crude oil reaches the average rate of 50,000 barrels per day during a period of 30 consecutive days; US$ 5 million when the total production of crude oil reaches the average rate of 100,000 barrels per day during a period of 30 consecutive days.

Unless otherwise provided for in this contract ExxonMobil Exploration and Production Liberia Limited (ExxonMobil) shall, in respect of its petroleum operations, be subject to the Revenue Code and in the event of any discrepancy between the Revenue Code and the specific provisions of this contract that are inconsistent with the Revenue Code as in effect on the effective date, this contract shall govern. It is specifically acknowledged that the persons participating in ExxonMobil are individually liable for income tax and that provisions of this article relating to income tax shall apply individually to any person participating in ExxonMobil under this contract.

Income tax rate should be calculated as per the provisions of the Revenue Code, including the specific petroleum provisions of the Consolidated Tax Amendments Act of 2010 in Subpart B of Part II, Chapter 7 and other provisions related to petroleum.

To stimulate research in the field of hydrocarbons, most especially in continental areas, and to assist the government in its overall goal of achieving energy sustainability, a Hydrocarbon Development Fund, to be managed by National Oil Company of Liberia (NOCAL), has been established. Within 30 days of the trigger event date of this contract, ExxonMobil Exploration and Production Liberia Limited shall make a one-time contribution of US$ 500,000 to this fund. The contribution will not be recoverable and shall therefore not be treated as petroleum costs. In accordance with the National Energy Policy, a Rural Energy Fund (REFUND) has been established to integrate renewable energy technologies into rural development. Considering that oil is a finite resource, it is the policy of the government that oil resources be used to support the development of renewable energy resources in order to ensure energy security and sustainability upon cessation of petroleum production. ExxonMobil Exploration and Production Liberia Limited (ExxonMobil) shall therefore make an annual contribution of US$ 100,000 during exploration and production through NOCAL to the REFUND. The amounts payable during the exploration and appraisal phase shall be adjusted annually for inflation for each payment after the initial payment in proportion to the change in deflator over the contract year. The contribution to the REFUND will not be recoverable and shall therefore not be treated as petroleum costs. Each person participating in ExxonMobil Exploration and Production Liberia Limited (ExxonMobil) shall provide adequate security, having regard to good international petroleum industry practice, to guarantee performance of ExxonMobil’s obligations under this contract in the exploration, appraisal and development phases. The amount available under each guarantee prior to the grant of the initial exclusive exploitation authorization under this contract shall be US$ 50 million multiplied by such person’s percentage interest in ExxonMobil. Following the grant of such initial exclusive exploitation authorization until first commercial production of any field, the amount available under each guarantee shall be US$ 100 million multiplied by such person’s percentage interest in ExxonMobil.

After ExxonMobil Exploration and Production Liberia Limited (ExxonMobil) has taken from the total crude oil production, the remaining oil production should be shared between National Oil Company of Liberia (NOCAL) and ExxonMobil as follows; a. For 0-100,000 barrels per day, NOCAL's share is 40% and ExxonMobil's share is 60%. b. For 100,001-150,000 barrels per day, NOCAL's share is 50% and ExxonMobil's share is 50%. c. For over 150,001 barrels per day, NOCAL's share is 60% and ExxonMobil's share is 40%. After ExxonMobil has taken from the total production, the remaining natural gas production should be shared between NOCAL and ExxonMobil as follows: NOCAL's share of remaining natural gas production is 35% and ExxonMobil's share is 65%.

ExxonMobil Exploration and Production Liberia Limited can freely take crude oil or natural gas each calendar month, up to 70% of the value of the total production of crude oil and natural gas after deducting the royalty paid. The amount taken cannot be in excess of what is necessary to recover remaining petroleum costs. If petroleum costs for the calendar year exceed 70%, the excess shall be carried forward.

The following provisions of the Revenue Code are deleted or modified as provided below: Any sale, assignment, transfer, conveyance, redemption or other disposal of a right or interest in this contract, directly or indirectly, made in accordance with this contract, (i) between a person participating in ExxonMobil Exploration and Production Liberia Limited (ExxonMobil) and its affiliates which are wholly owned directly or indirectly by that person’s ultimate parent (except for director’s qualifying shares), or (ii) between persons participating in ExxonMobil which occur by reason of operation of the default provisions or the “conduct of petroleum operations by less than all parties” provisions of the joint operating agreement among the persons participating in ExxonMobil shall not be subject to any tax, levy or fee of any kind imposed by the government, and no taxes or other payments shall be due to the government on account of any gain or deemed gain relating to such sale, assignment, transfer, conveyance, redemption, contribution or other disposal.

ExxonMobil Exploration and Production Liberia Limited has to pay a royalty of 10% on petroleum sold if the production is located where the water depth is between 0 meters to 1,500 meters and 5% if the production is located where the water depth is between 1,501 meters and above.

The government, through National Oil Company of Liberia (NOCAL), shall have the right to receive a 10% transfer of ExxonMobil Exploration and Production Liberia Limited (ExxonMobil)’s interest in the contract from the persons then participating in ExxonMobil that are not wholly state-owned persons. If NOCAL elects to receive the state carried participation, NOCAL and any subsequent holder shall be a person participating in ExxonMobil for all purposes of the contract. The state carried participation shall be transferred to NOCAL at no charge to NOCAL. All costs allocable to the state carried participation relating to exploration, appraisal or development of each field developed whether incurred before or after the transfer, shall be paid by the non-state parties. The non-state parties that paid the state participation carried costs shall recover such costs (in proportion to their payments) plus interest from the share of cost petroleum. All costs of carrying out petroleum operations (other than state participation carried costs and interest on state carried costs) are to be borne by the state carried participation and shall be paid by NOCAL on behalf of the government in respect of the state carried participation whenever a cash call is made under the joint operating agreement. Within 60 days of the NOCAL notice of its election to receive the state carried participation, it will enter into the then existing international joint operating agreement with the other persons participating in ExxonMobil. Within 60 days of the NOCAL notice of its election to receive the state carried participation, NOCAL shall enter into the lifting agreement to provide for the handling of the state carried participation’s share of total production. NOCAL shall have the right to sell all or an undivided proportionate interest in the state carried participation to any person not wholly state-owned subject to a right of first negotiation in favor of the non-state parties. If NOCAL wishes to sell any or all of the state carried participation to any person not wholly state-owned, NOCAL shall provide notice to the non-state parties of the desired sale. If a person or persons participating in ExxonMobil wishes to discuss the possibility of purchasing the indicated portion of the state carried participation from NOCAL, NOCAL and such person(s) shall negotiate on an exclusive basis for 30 days. If the sale is not consummated within 30 days, or if no agreement is reached, NOCAL shall be free to dispose of such portion of the state carried participation as long as such sale is at least the same price and on no more favorable terms and conditions to the buyer than those contained in the indicative summary.

ExxonMobil Exploration and Production Liberia Limited (ExxonMobil) shall make an annual contribution during the term of the contract of US$ 150,000 to the University of Liberia for the enhancement of programs in geology, mining engineering and environmental studies. Upon commencement of the petroleum operations, ExxonMobil shall provide funding for social and welfare programs in Liberia and for that purpose ExxonMobil shall devote an annual social and welfare budget of: (a) US$ 150,000 during each year of the exploration and appraisal period; and (b) US$ 500,000 during each year of the exploitation period. The training and social and welfare programs shall be mutually agreed by NOCAL and ExxonMobil. The training and social and welfare expenses borne by ExxonMobil shall be included in recoverable petroleum costs.

ExxonMobil Exploration and Production Liberia Limited should employ qualified Liberian citizens in the performance of petroleum operations. It should hire only citizens of Liberia for unskilled labor positions within Liberia. It should provide skill training and employment opportunities to Liberians for semi-skilled and skilled labor positions; and give preference to the employment of qualified citizens as managers, technicians, engineers, accountants, geologists, geophysicists, scientists, chemists, drillers, foremen, mechanics, skilled workers, secretaries and executive employees, when such positions are available unless qualified citizens are not available, in which case non-Liberians can be hired. Nothing in this contract shall bar ExxonMobil from employing its own key personnel in appropriate positions.

ExxonMobil Exploration and Production Liberia Limited (ExxonMobil) and its subcontractors shall be obligated to give preference to enterprises and goods provided by Liberian citizens or business entities controlled by Liberian citizens, if conditions of price, quality, delivery time and terms of payment are similar to those from other countries or from non-Liberian sources. When purchasing goods and services related to petroleum operations, ExxonMobil must organize its procurement practices to give meaningful opportunities to bid for contracts to Liberian citizens or business entities. ExxonMobil shall provide National Oil Company of Liberia (NOCAL) a project linkages plan which: (a) identifies the potential for local suppliers, contractors and service providers to provide goods and services to petroleum operations; (b) identifies key interventions to grow Liberian services to the oil and gas sector; (c) sets out a local project purchase plan with clear milestones identified in terms of an increasing percentage of local purchases of goods and services, and providing for bidding preferences for local suppliers, contractors and service providers (provided that such persons offer quality, terms, delivery, service, quantity and price at least comparable to those obtainable from other sources); and (d) sets forth reasonable goals within the context of such plan, provides procedures for regular monitoring and reporting of ExxonMobil’s performance against such plan, and establishes reasonable economic sanctions for failures to achieve such goals. ExxonMobil shall update the exploration period project linkages plan for appraisal activities. ExxonMobil shall provide NOCAL with a development and production period project linkages plan which: (a) identifies the potential for local suppliers, contractors and service providers to provide goods and services to petroleum operations; (b) identifies key interventions to grow Liberian services to the oil and gas sector; (c) sets out a project local purchase plan with clear milestones identified in terms of an increasing percentage of local purchases of goods and services, and providing for bidding preferences for local suppliers, contractors and service providers (provided that such persons offer quality, terms, delivery, service, quantity and price at least comparable to those obtainable from other sources); (d) sets out plans to train Liberian citizens (through, among other things, internal training and counterpart understudy programs) in the full range of managerial and technical activities involved in the performance by ExxonMobil of its obligations under this contract, including without limitation, engineering design, information technology, petroleum geology technology (particularly relating to the obtaining, processing and interpretation of seismic and other geological data), production facility operations and maintenance, management; and (e) contract negotiation and contract sets forth reasonable goals within the context of such plan, provides procedures for regular monitoring and reporting of ExxonMobil’s performance against such plan, and establishes reasonable economic sanctions for failures to achieve such goals.

if any aspect of the proposed petroleum operations to be covered by a particular environmental and social impact assessment (ESIA) and environmental and social management plan (ESMP) can reasonably be expected to require the relocation of residents or the taking of subsistence agricultural land, the socio-economic component of the ESMP must include a Resettlement Action Plan (RAP) component. The RAP must provide for (but not be limited to) suitable area(s) of resettlement with key emphasis on suitability of shelter and livelihood continuity, full compensation and obtaining informed consent.

Upon commencement of the petroleum operations, ExxonMobil Exploration and Production Liberia Limited (ExxonMobil) shall provide funding for training programs and for that purpose ExxonMobil shall devote an annual training budget of: (a) US$ 100,000 during each year of the exploration and appraisal period; and (b) US$ 750,000 during each year of the exploitation period. The training requirements shall be developed by National Oil Company of Liberia (NOCAL) and ExxonMobil with the understanding that NOCAL shall provide 70% of the training candidates and ExxonMobil shall provide 30% of the candidates for approval by NOCAL and ExxonMobil. The training and social and welfare programs shall be mutually agreed by NOCAL and ExxonMobil. The training and social and welfare expenses borne by ExxonMobil shall be included in recoverable petroleum costs.

ExxonMobil Exploration and Production Liberia Limited (ExxonMobil) has the right to use any public railroad, tramway, road, airport, landing strip, canal, river, bridge, waterway and any telephone or telegraph network in Liberia whether owned by the State or by any private enterprise. It has to however pay fees for such use. The fees for state-owned facilities cannot be in excess of the prices and tariffs charged to third parties for similar services. ExxonMobil also has the right to use any land, sea or air transportation for the transportation of its employees or equipment in relation to petroleum operations. To the extent provided for in the environmental and social impact assessments, environmental and social management plan, and in compliance with the law, ExxonMobil shall have the right to clear the ground, dig, perforate, drill, build, erect, place, supply, operate, manage and maintain ditches, pools, wells, trenches, excavations, dams, canals, water conduits, plants, tanks, basins, maritime and other storage facilities, primary distillation units, first extraction gasoline separator units, sulfur plants, natural gas liquefaction facilities and other facilities for petroleum production, together with the pipelines, pumping stations, generator units, power plants, high voltage lines, telephone, telegraph, radio and other communication facilities, factories, warehouses, offices, employees’ housing, hospitals, premises, ports, docks, harbors, dikes, jetties, dredges, sea walls, under water piers and other facilities, ships, vehicles, railways, warehouses, workshops, foundries, repair shops and all the auxiliary services which are necessary for or useful to the petroleum operations. ExxonMobil shall have the right to build, use, operate and maintain all the petroleum storage and transportation facilities which are necessary for the production transportation and sale of petroleum. Subject to the maintenance of free travel for existing and expected future commercial navigation, ExxonMobil may determine the route and location of any pipeline inside Liberia that is under the waters and is necessary for petroleum operations, provided that it shall submit plans to NOCAL for approval prior to the commencement of work. All works and facilities erected by ExxonMobil shall be built, placed, signaled, marked, fitted and preserved so as to allow at any time and in safety free passage to navigation. ExxonMobil shall, in order to facilitate navigation, install the sound and optical devices approved or required by the competent authorities and good international petroleum industry practice and maintain them in a satisfactory manner. The government may limit the access of ExxonMobil to any such existing public utilities and facilities to the extent necessary to meet the demands of the general public. In any case of insufficient capacity to provide for the needs of both the general public and ExxonMobil, National Oil Company of Liberia and ExxonMobil shall in good faith consider how additional capacity for such similarly situated users can be provided in a manner that fairly allocates to ExxonMobil the additional costs of providing and operating capacity in excess of that required by the general public. ExxonMobil shall pay its share of such additional costs as needed to fund construction of such excess capacity, and shall recover its share of such additional costs as petroleum costs.

ExxonMobil Exploration and Production Liberia Limited (ExxonMobil) may, to the extent and for the duration of the excess capacity of a pipeline or processing, transportation or storage facility built for the purposes of the petroleum operations, be obligated to accept the flow of petroleum coming from exploitations other than those of ExxonMobil. This is provided that such flow shall not cause prejudice to the petroleum operations, and provided, further, that a reasonable tariff covering a normal remuneration for capital invested and cost of the capital in respect of the pipeline or facility concerned, cost of preparing or altering the facility to accommodate such third party use or disconnect from use and a proportionate allocation of attributable operating and maintenance costs shall be paid by the user. ExxonMobil’s obligation does not limit the ability of ExxonMobil to interrupt third party use when it determines in good faith that interruption is necessary to avoid loss or damage to facilities or equipment engaged in petroleum operations or for health, safety or environmental protection reasons.

The government, through National Oil Company of Liberia (NOCAL), shall have the right to receive a 5% transfer of ExxonMobil Exploration and Production Liberia Limited’s interest in the contract from the persons then participating in ExxonMobil that are not wholly state-owned persons. NOCAL must give notice of the government’s decision to exercise such right to the non-state parties during the 3 month period ending on the date on which commercial production begins. The citizen carried participation shall be transferred to NOCAL at no charge to NOCAL. All costs allocable to the citizen carried participation relating to exploration, appraisal or development of each field developed, whether incurred before or after the transfer, shall be paid by the non-state parties. The non-state parties that paid the citizen participation carried costs shall recover such costs (in proportion to their payments) plus interest on citizen carried costs from the share of the citizen carried participation in the portion of total production allocated to the recovery of petroleum costs. All citizen participation non-carried costs are to be borne by the citizen carried participation and shall be paid by NOCAL on behalf of the government in respect of the citizen carried participation whenever a cash call is made under the joint operating agreement. The ownership of the citizen carried participation shall be structured such that ultimate beneficial ownership of the citizen carried participation can be made available to citizens of Liberia, and shall be administered in a manner that an inter-ministerial commission appointed by the President of the Republic of Liberia has determined will ensure a continuing broad participation of Liberian citizens in the benefits of the citizen carried participation. So long as there is compliance with that, NOCAL may transfer the citizen carried participation (i) to a 100% state-owned corporation or a ministry or other agency of the government, or (ii) to a trust company or other established fiduciary entity with a well-established capacity to maintain and administer large numbers of shareholder or investor accounts pursuant to a program of facilitating the issuance through such entity to Liberian citizens of rights in the citizen carried participation. If there is a separation of bare legal title from beneficial ownership, the rights of the legal titleholder shall not be transferred in any way that will adversely affect the ultimate beneficial ownership of the citizen carried participation by citizens of Liberia. Any excess of associated natural gas which is not utilized shall be reinjected by ExxonMobil. However, ExxonMobil shall have the right to flare said gas in accordance with good international petroleum practice, provided that ExxonMobil furnishes NOCAL with a report demonstrating that the gas cannot be economically utilized by means of reinjection to improve rate of recovery. Flaring of gas shall be permitted for operational reasons only if ExxonMobil reasonably demonstrates that the failure to so do would prejudicially affect the production, lifting and transportation of crude oil.

ExxonMobil Exploration and Production Liberia Limited (ExxonMobil), during the second and third exploration periods should carry out a minimum work program of no less than US$10 million. It should include a thorough analysis in accordance with good international petroleum industry practice of the three-dimensional seismic data licensed by ExxonMobil under the original contract and a commitment to drill 1 exploration well in each period. During the third exploration period, ExxonMobil shall carry out a minimum work program of no less than US$ 10 million. It should include a thorough analysis in accordance with good international petroleum practice of all data obtained from the work done through the second exploration period, and a commitment to drill 1 exploration well. Each of the exploratory wells drilled should be a minimum depth of 2,000 meters, after deduction of the water depth, or to a lesser depth if the continuation of drilling is prevented for any reasons specified under this contract. ExxonMobil should make the necessary expenditure in order to carry out the exploration drilling and the related work programs in the best technical conditions in accordance with good international petroleum industry practices.

Any dispute, controversy or claim under this contract with respect to the applicability, breach, termination, validity or enforceability of this contract should be resolved by expert determination through negotiation between both parties and if that fails, through arbitration. The arbitration should be conducted in accordance with UNCITRAL Arbitration Rules. The seat of arbitration should be London, England and be conducted in the English language. Each of the government and National Oil Company of Liberia agrees not to make, and irrevocably waives, in relation to any dispute, whether relating to acts of a sovereign or governmental nature or otherwise, all claims of immunity (sovereign or otherwise) by it or on its behalf from the jurisdiction of, and from the enforcement of any arbitral award, as well as all claims of immunity from the service of process or the jurisdiction of any court in aid of the jurisdiction of such arbitral tribunal.

This contract and all amendments and modifications of and supplements to it are public documents. All financial information required to be disclosed under the Liberian Extractive Industries Transparency Initiative Act of 2009 (LEITI) may be disclosed to the public. ExxonMobil Exploration and Production Liberia (ExxonMobil) may, and National Oil Company of Liberia (NOCAL) and the government expect to, make public information relating to the timing and amount of royalties and other payments specifically due or paid under the terms of this contract or of taxes, fees and other levies payable or paid by ExxonMobil, and relating to the rates at which royalties, taxes, fees and other levies become due or are assessed. Information (other than geological, reservoir engineering and other technical information) that is reasonably necessary in computing the amount of such royalties, taxes, fees and other levies shall be disclosed within 2 years from publication. ExxonMobil does not have any obligation to make available for publication its estimates of production, revenues, royalties, taxes, fees and other levies becoming due more than 2 years in advance. All data, information, documents, reports and statistics including interpretation and analysis supplied by ExxonMobil to NOCAL or by NOCAL to ExxonMobil pursuant to this contract shall be treated as confidential. It shall not be disclosed by any party or by the government to any other person without the express written consent of ExxonMobil and NOCAL for a period of 15 years from receipt. The confidentiality obligation does not apply to any information which: (a) is or becomes part of, the public domain otherwise than by breach of this contract; (b) is lawfully obtained by NOCAL from another person without any restriction as to use and disclosure; or (c) was in NOCAL’s possession prior to disclosure to it by ExxonMobil. The provisions of this article shall not prevent disclosure (a) By NOCAL or the government: (i) to any agency of the government or to any advisor or consultant to NOCAL; (ii) to a bona fide potential assignee of all or part or NOCAL’s interest; (iii) to banks, investors or other lending institutions for the purpose of seeking external financing; (iv) for the purpose of complying with the government’s international obligations for the submission of statistics and related data; (v) to the arbitrators in any arbitration proceeding; (vi) to any person in the case of information relating to geological conditions beneath the seabed of areas surrendered by ExxonMobil, unless subject to an obligation of confidentiality to a third party disclosed to NOCAL at the time such information is delivered to NOCAL, after the later of the date of surrender and the second anniversary of the date of receipt by NOCAL of such information; (vii) to government agencies for obtaining necessary rulings, permits, licenses and approvals; and (viii) as may be required by applicable law or financial stock exchange, accounting or reporting practices. (b) By ExxonMobil or by any person participating in ExxonMobil: (i) to its affiliates, advisors or consultants; (ii) to a bona fide potential assignee of all or part or ExxonMobil’s interest; (iii) to banks, investors or other lending institutions for the purpose of seeking external financing; (iv) to non-affiliates who shall provide services for the petroleum operations, including subcontractors, vendors, and other service contractors, where this is essential for their provision of services; (v) to government agencies for obtaining necessary rulings, permits, licenses and approvals; (vi) as may be required by applicable law or financial stock exchange, accounting or reporting practices; (vii) where Article 8.9(a)(vi) is applicable; or (viii) to the arbitrators in any proceeding.

The laws of the Republic of Liberia.

Should any new law modify the law or the contract in force at the effective date or the contract immediately following the trigger event satisfaction and should those modifications, individually or cumulatively, bring about a material change in the respective economic, fiscal and financial situation of the government and ExxonMobil Exploration and Production Liberia Limited (ExxonMobil) arising from the provisions of this contract, the government and ExxonMobil shall enter into an agreement in order to restore the economic, fiscal and financial balance of the contract. This is provided that the economic, fiscal and financial benefits to the parties immediately following the trigger event satisfaction shall not be reduced. If after discussions, the parties cannot agree, then either the government or ExxonMobil may submit the matter for arbitration. In respect of changes in law which pertain to health, safety, security, labor and environment, and that are consistent with international standards and best practices and that are applied on a non-discriminatory basis, any additional costs that result from such changes shall not be considered a change to the economic, fiscal and financial balance. The government and ExxonMobil shall meet if one party reasonably considers a profound change in circumstances to have occurred. At the meeting, the government and ExxonMobil shall review the relevant facts and circumstances and determine whether or not a profound change in circumstances has occurred. To the extent that a profound change in circumstances has occurred, the government and ExxonMobil shall enter into good faith discussions to consider and shall make such modifications to this contract as they may through good faith discussions propose as necessary or appropriate to restore the economic, fiscal and financial balance of the contract. Profound change in circumstances means such changes arising in the economic conditions of the petroleum industry worldwide or in Liberia, or such changes in the economic, political or social circumstances existing in Liberia specifically or elsewhere in the world at large as to result in such a material and fundamental alteration of the conditions, assumptions and bases relied upon by the parties at the relevant date that the overall economic, fiscal and financial balance reasonably anticipated by them will no longer as a practical matter be achievable. In addition to that review, the government and ExxonMobil shall also meet once every 5 years to review and discuss in good faith issues deemed material to the rights and obligations of the government and ExxonMobil pursuant to this contract by the requesting party. The Parties shall effect such modifications to this contract that the parties in good faith discussions agree are necessary.