CONCESSION AGREEMENT FOR GAS AND CRUDE OIL …

1 CONCESSION AGREEMENT FOR GAS AND CRUDE OIL EXPLORATION AND EXPLOITATION BETWEEN THE ARAB REPUBLIC OF EGYPT AND THE EGYPTIAN NATURAL GAS HOLDING COMPANY AND ---------------------------------------- -- AND ---------------------------------------- ------- AND --------------------------------------- IN ----------------------- AREA --------------------------------------- -1- 2018 INDEX ARTICLE TITLE PAGE ARTICLE I DEFINITIONS .. 4 ARTICLE II ANNEXES TO THE AGREEMENT .. 8 ARTICLE III GRANT OF RIGHTS AND TERM .. 10 ARTICLE IV WORK PROGRAM AND EXPENDITURES DURING EXPLORATION PHASE .. 21 ARTICLE V RELINQUISHMENTS .. 27 ARTICLE VI OPERATIONS AFTER COMMERCIAL DISCOVERY.

2 29 ARTICLE VII RECOVERY OF COSTS AND EXPENSES AND PRODUCTION SHARING .. 32 ARTICLE VIII TITLE TO ASSETS .. 50 ARTICLE IX BONUSES .. 51 ARTICLE X OFFICE AND SERVICE OF NOTICES .. 54 ARTICLE XI SAVING OF PETROLEUM AND PREVENTION OF LOSS .. 55 ARTICLE XII CUSTOMS EXEMPTIONS .. 56 ARTICLE XIII BOOKS OF ACCOUNT; ACCOUNTING AND 58 ARTICLE XIV RECORDS, REPORTS AND INSPECTION .. 59 ARTICLE XV RESPONSIBILITY FOR DAMAGES .. 60 ARTICLE XVI PRIVILEGES OF GOVERNMENT REPRESENTATIVES .. 61 ARTICLE XVII EMPLOYMENT RIGHTS AND TRAINING OF ARAB REPUBLIC OF EGYPT PERSONNEL .. 62 ARTICLE XVIII LAWS AND REGULATIONS .. 62 ARTICLE XIX STABILIZATION .. 64 ARTICLE XX RIGHT OF REQUISITION .. 65 ARTICLE XXI ASSIGNMENT .. 65 ARTICLE XXII BREACH OF AGREEMENT AND POWER TO CANCEL.

3 67 ARTICLE XXIII FORCE MAJEURE .. 68 ARTICLE XXIV DISPUTES AND ARBITRATION .. 69 ARTICLE XXV STATUS OF PARTIES .. 71 -2- 2018 INDEX ARTICLE TITLE PAGE ARTICLE XXVI LOCAL CONTRACTORS AND LOCALLY MANUFACTURED MATERIAL .. 71 ARTICLE XXVII TEXT OF THE AGREEMENT .. 72 ARTICLE XXVIII GENERAL .. 72 ARTICLE XXIX APPROVAL OF THE GOVERNMENT .. 72 ANNEXES TO THE CONCESSION AGREEMENT ANNEXES TITLE PAGE ANNEX A BOUNDARY DESCRIPTION OF THE CONCESSION AREA74 ANNEX B MAP OF THE CONCESSION AGREEMENT .. 76 ANNEX "C-1" BANK LETTER OF GUARANTEE .. 77 ANNEX "C-2" Production LETTER OF GUARANTEE .. 79 ANNEX "D" CHARTER OF THE JOINT VENTURE COMPANY .. 81 ANNEX "E" ACCOUNTING PROCEDURE.

4 85 ANNEX "F" DEVELOPMENT LEASE ABANDONMENT COST RECOVERY MECHANISM .. 99 ANNEX "G" Map of the National Gas pipeline Grid System .. 103 Map of CRUDE and Condensate Pipeline Network.. 103 Map of LPG Pipeline Network.. 103 -3- 2018 CONCESSION AGREEMENT FOR GAS AND CRUDE OIL EXPLORATION AND EXPLOITATION BETWEEN THE ARAB REPUBLIC OF EGYPT AND THE EGYPTIAN NATURAL GAS HOLDING COMPANY AND -------------------------------------- AND ---------------------------------------- ---------------- AND ---------------------------------------- ------------- IN ------------------------- AREA ----------------------------- This AGREEMENT made and entered on this ------ day of ------201--, by and between the ARAB REPUBLIC OF EGYPT (hereinafter referred to variously as the " " or as the "GOVERNMENT"), the EGYPTIAN NATURAL GAS HOLDING COMPANY, a legal entity created by the Prime Minister Decree No.

5 1009 of 2001, as amended, and according to Law No. 203 of 1991, as amended (hereinafter referred to as "EGAS"), --------------------------- a -------------- company organized and existing under the laws of ---------------------------- (hereinafter referred to as --------------- ) or CONTRACTOR. --------------------------------------, a --------------- company organized and existing under the laws of ---------------- (hereinafter referred to as ------------ ) and -----------------------, a ----------------- company organized and existing under the laws of --------------- (hereinafter referred to as ---------- ). ---------------, ------------ and -------------- shall be hereinafter referred to collectively as "CONTRACTOR" and individually as Contractor Member.

6 -4- 2018 PREAMBLE WHEREAS, all minerals, including Petroleum, existing in mines and quarries in the , including its territorial waters, and in the seabed subject to its jurisdiction and extending beyond its territorial waters, are the property of the State; WHEREAS, EGAS has applied to the GOVERNMENT for an exclusive CONCESSION for the Exploration and exploitation of Gas and CRUDE Oil in and throughout the Area referred to in Article II, and described in Annex "A" and shown approximately on Annex "B", which are attached hereto and made part hereof; (hereinafter referred to as the "Area"); WHEREAS, --------------, ------------ and ------------- agree(s) to undertake their obligations provided hereinafter as CONTRACTOR with respect to the Exploration, Development and production of Petroleum in -------------AREA, --------------; WHEREAS, the GOVERNMENT hereby desires to grant such CONCESSION pursuant to this AGREEMENT ; and WHEREAS, the Minister of Petroleum, pursuant to the provisions of Law No.

7 66 of 1953 as amended, may enter into a CONCESSION AGREEMENT with EGAS, and with--------, ------- and -------- as a CONTRACTOR in the said Area. NOW, THEREFORE, the parties hereto agree as follows: ARTICLE I DEFINITIONS (a) Affiliated Company means a company: (i) of which the share capital, conferring a majority of votes at stockholders' meetings of such company, is owned directly or indirectly by a party hereto; or (ii) which is the owner directly or indirectly of share capital conferring a majority of votes at stockholders' meetings of a party hereto; or -5- 2018 (iii) of which the share capital conferring a majority of votes at stockholders' meetings of such company and the share capital conferring a majority of votes at stockholders' meetings of a party hereto are owned directly or indirectly by the same company.

8 (b) AGREEMENT means this CONCESSION AGREEMENT and its Annexes. (c) means the Arab Republic of Egypt. (d) Barrel shall consist of forty two (42) United States gallons, liquid measure, corrected to a temperature of sixty degrees Fahrenheit (60 F) at atmospheric pressure of PSIA. (e) Brent Price means the simple arithmetic average of the monthly average price of the Mid of Platts Prices Dated Brent for six (6) months (t-1, t-2, t-3, t-4, t-5, t-6) immediately preceding the month of delivery of the sold Gas expressed in Dollars/Barrel. Dated Brent means the price assessment in US$/bbl (calculated using the average of the mean of the daily highs and lows of Brent quotations) as published in Platts CRUDE Oil Marketwire report.

9 (f) BTU (British Thermal Unit) means the amount of energy required to raise the temperature of one (1) pound of pure water by one degree Fahrenheit (1 F) from sixty degrees Fahrenheit (60 F) to sixty one degrees Fahrenheit (61 F) at a constant pressure of PSIA. (g) Calendar Year means a period of twelve (12) months from 1st January to 31st December according to the Gregorian calendar. (h) Commercial Discovery has the meaning ascribed in Article III (c) (i) Commercial Well: i- Commercial Gas Well means the first well on any geological feature which, after testing for a period of not more than thirty (30) consecutive days, where practical, but in any event in accordance with sound and accepted industry production practices and verified by EGAS, is found to be capable of producing at the average rate of not less than fifteen million (15000000) Standard Cubic Feet of Gas per day (SCFPD).

10 The date of discovery of a Commercial Gas Well is the date on which such well is tested and completed according to the above. ii- Commercial Oil Well means the first well on any geological feature which, after testing for a period of not more than thirty (30) consecutive days, where practical, but in any event in accordance -6- 2018 with sound and accepted industry production practices and verified by EGAS, is found to be capable of producing at the average rate of not less than three thousand (3000) Barrels of Oil per day (BOPD) in case of Oil well. The date of discovery of a Commercial Oil Well is the date on which such well is tested and completed according to the above. (j) Commercial Production means Petroleum produced and saved for regular shipment or delivery, as may be applicable for Oil or Gas.