Summary

The Contract constitutes an agreement for the exploration and sharing of the production of hydrocarbons obtained from the Delimited Zone whose clauses are governed by the laws and regulations in force in Gabon, subject to the provisions of Article 43.1 of this Contract.

This Contract defines the rights and obligations of the Parties, governs their mutual relations and establishes the rules and modalities for exploration, exploitation and sharing of the production between them. It applies to the oil operations to be carried out by Contractor in the Delimited Zone and the Exploitation Zone, with the understanding that the substances and products other than hydrocarbons are places outside its scope of application.

For all work necessary carried out as part of the oil operations, Contractor must comply with the rules generally admitted in the hydrocarbon industry.

Contractor must provide all financial and technical means necessary for the good performance of the oil operations. It has the right to resort to the capital of the affiliated companies and, subject to obtaining written approval of the Administration, to capital of Third Parties to finance the corresponding investments. The administration must motivate its refusal of the approval.

If at the expiration of a term of twenty-one (21) days after sending the request for approval, the Administration did not send objection to Contractor, the financing of the investments by Third Parties is deemed to be approved.

Contractor must transmit to the Departments Responsible for Hydrocarbons a certified true copy of the agreement and loan contracts executed by it with Third Parties, which must be executed under the condition precedent of obtaining the aforementioned approval.

However, the interest, credits, financial charges of all natures, as well as the possible exchange losses related to such financing, regardless of its origin and modalities, are charged to the oil costs being recovered, pursuant to Article 24 and the accounting procedure, in the case and according to the modalities and restrictions indicated in Article III-3-9 of the Accounting Procedure.

Contractor will assume alone the financial risk related to the performance of the oil operations, subject to the provisions of Article 19.

During the term of the Contract, the entire production result from the oil operations will be shared between the parties according to the modalities and principals defined in Articles 24, 25 and 26.

The entities forming Contractor, including the possible assignees, pursuant to Articles 19 and 42 are considered to form a single entity. However, for the sharing or the total available production, each of the companies making up Contractor is treated as a different company, and pays taxes in its own behalf, without the joint liability between said companies.

The Operator, on behalf and under the responsibility of Contractor, will communicate to the Administration all reports, information and data indicated in current regulations and the Contract, as well as all contracts or agreements between the companies making up Contractor. Contractor may designate another operator at any time, provided it obtains prior approval from the Administration.

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