United Republic of Tanzania

22/2/2012

ExxonMobil Exploration and Production Tanzania Limited; Statoil Tanzania AS; ExxonMobil Exploration and Production Tanzania Limited

Block 2

Natural gas

Minister for Energy and Minerals, Government of the United Republic of Tanzania

Tanzania Petroleum Development Corporation, Statoil Tanzania AS, and ExxonMobil Exploration and Production Tanzania Limited

Ministry of Energy and Minerals

Addendum to Existing Production Sharing Agreement

For the purpose of sharing profit gas between ExxonMobil and Statoil and TPDC, the balance of natural gas available in any calendar quarter shall be divided based on tranches of daily total production rates (MMscf per day) in all producing fields in the contract area. Where there is aggregated production project within or outside the contract area, each tranche of daily total production rates in each of the contract areas shall be calculated on the basis of each of the parties’ share of total production allocated to the contract area. The tranches of production shall be specified in terms of average daily production rates. The average daily production rates shall be determined for each calendar quarter and shall be calculated by dividing the total adjusted gas quantity produced and saved from the contract area during any quarter by the total number of days during which natural gas was produced in such quarter. After allocation of cost gas for the recovery of recoverable contract expenses for any gas commercialization project, the resulting profit gas shall be shared proportionally in accordance with the following tranches set according to the ratio of the quantity of natural gas: Between 0 and 299,999 MMscf per day: ExxonMobil and Statoil 70%, TPDC 30% Between 300 and 599,999 MMscf per day: ExxonMobil and Statoil 65%, TPDC 35% Between 600 and 899,999 MMscf per day: ExxonMobil and Statoil 62.5%, TPDC 37.5% Between 900 and 1199,999 MMscf per day: ExxonMobil and Statoil 60%, TPDC 40% Between 1200 and 1499,999 MMscf per day: ExxonMobil and Statoil 55%, TPDC 45% Between 1500 and above MMscf per day: ExxonMobil and Statoil 50%, TPDC 50%

(a) Contract expenses incurred by ExxonMobil and Statoil and where joint operations have been established by the Tanzania Petroleum Development Corporation (TPDC) shall be recovered for natural gas, from a quantity of natural gas produced and saved from the contract area less any natural gas used for production operations (“cost gas”) and shall in any calendar year be equal to the lesser of (1) 70% of the total adjusted gas quantity produced from the contract area and (2) the quantity of cost gas with a value equal to the remaining outstanding recoverable contract expenses. If there is not sufficient cost gas available in any calendar year equal to 70% of the total adjusted gas quantity produced from the contract area to recover the remaining outstanding recoverable contract expenses, cost oil may be utilized to recover the recoverable contract expenses provided there is sufficient cost oil available from the contract area so as to not exceed 70% of total crude oil production from the contract area in the calendar year; (b) Contract expenses which may be recovered from cost gas and cost oil are referred to as “recoverable contract expenses”. Such expenses may be recovered as from the date they have been incurred. To the extent that in any calendar year the recoverable contract expenses exceed the cost gas and cost oil available, the unrecovered excess shall be carried forward for recovery in the next succeeding calendar year and, to the extent not then recovered in the subsequent calendar year or years; (c) Where, additionally, joint operations have been established (1) no contract expenses incurred by TPDC pursuant to Art. 8.1 of this Addendum shall be recovered from the cost gas or cost oil unless there is production from a development area in respect of which there are joint operations; (2) the available cost gas and cost oil shall be applied to ExxonMobil and Statoil: (A) First to recover operating expenses (B) After recovery of operating expenses any excess cost gas or cost oil available for distribution shall be applied to recover exploration expenses (C) After recovery of exploration expense and operating expenses any excess cost gas or cost oil available for distribution shall be applied to recover development expenses any unrecovered contract expenses shall be recovered out of the cost gas or cost oil available in the next succeeding calendar year or years in the same manner as set out herein; and (D) Any remaining cost gas or cost oil once all recoverable natural gas costs have been paid will be put into the profit gas and profit oil pools and distributed to ExxonMobil and Statoil. Subject to the limitations, the quantity of cost gas which ExxonMobil and Statoil and, if joint operations have been established, TPDC actually require and shall be entitled to in any calendar quarter will be established with respect to cost gas on the basis of the fair market price agreed by the parties for any gas commercialization project.

TPDC shall fulfill its obligation to pay royalty in respect of crude oil and natural gas obtained from the development area by delivery of TPDC to the Government of the minimum share of profit oil and profit gas received by TPDC, and (in the case of crude oil being equivalent at all times to 5% of the total production from the development area, and in the case of natural gas being equivalent at all times to 5% of total adjusted gas quantity, by payment of a cash equivalent of such quantity, based upon the gas price) at such location as the Minister may direct, and the Government may require TPDC to dispose of such royalty otherwise to be delivered to the Government in such a manner as the Minister may direct. For the avoidance of doubt ExxonMobil and Statoil shall have no obligation or liability whatsoever in respect of TPDC’s obligations to pay royalties.

The provisions of Art. 21 of the PSA related to site cleaning and abandonment of assets and facilities shall also apply to all Natural Gas Operations

ExxonMobil and Statoil shall, if requested by the Minister 180 days prior to first lifting of natural gas, market abroad all or part of TPDC's lifting entitlement subject to payment by TPDC of direct costs normally borne by a seller in such transactions as may be agreed by TPDC but excluding any commission or marketing fee in respect of such service. In order to maintain a stable lifting continuity, ExxonMobil and Statoil shall have the right to purchase TPDC’s share of naturaI gas at the delivery point. If there is a domestic demand in excess of fields currently in production at the time of execution of this addendum, then ExxonMobil and Statoil and TPDC on commencement of production may be required to sell natural gas in Tanzania on a pro rata basis with other producers in Tanzania according to the projected annual production rate of natural gas of each producer at the time of ExxonMobil and Statoil’s submission of the development plan. ExxonMobil and Statoil and TPDC shall use its current share of profit gas in accordance with the established tranches to satisfy the domestic supply obligation and the price shall be determined in accordance with the terms of this contract.

In the event of any dispute between Minister and ExxonMobil and Statoil concerning the fair market price of natural gas, such dispute may be referred by either party for final determination in accordance with Article 28 of the PSA.