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ADDENDUM

TO


PETROLEUM AGREEMENT and to PETROLEUM PROSPECTING LICENSE


BETWEEN


THE MINISTER RESPONSIBLE FOR PETROLEUM


REPRESENTING


THE GOVERNMENT OF THE COOPERATIVE REPUBLIC OF GUYANA


AND


REPSOL EXPLORACI6N GUYANA S A


AND


TULLOW GUYANA B.V.


OF 14^ MAY 2013





THIS DEED OF AMENDMENT TO THE PETROLEUM AGREEMENT AS STATED ABOVE IS MADE THIS


DAY OF _2016.











WHEREAS a Petroleum Prospecting License and a Petroleum Agreement both dated May 14,2013


(“Principal Agreement") was executed by the Government of the Cooperative Republic of Guyana


(hereinafter referred to as the "Government" or “Minister” as the case may be) of the one part, and Repsol


Exploracion S.A. of the other part.





AND WHEREAS Repsol Exploracion, S.A. has submitted to Minister an application dated August 13, 2013





for approval of transfer of Petroleum Prospecting License to which the Principal Agreement is pursuant,


from Repsol Exploracion S.A. in the amount of seventy percent (70%) interest to Repsol Exploracion


Guyana S.A. and thirty percent (30%) interest to Tullow Guyana B.V.








AND WHEREAS the Minister has approved as at November 1, 2013 a transfer of share interest in the


aforementioned Petroleum Prospecting License in the amount of seventy percent (70%)"interest to Repsol


Exploracion Guyana S.A. and thirty percent (30%) interest to Tullow Guyana B.V.


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AND WHEREAS Repsol Exploracion Guyana S.A. has submitted to Minister an application dated


December 18, 2014 for approval of transfer of Petroleum Prospecting License to which the Principal


Agreement is pursuant, from Repsol Exploracion Guyana S.A. in the amount of thirty percent (30%) interest


to RWE DEA Guyana GMBH.








AND WHEREAS the Minister has approved as at February 26, 2015 a transfer of share interest in the


aforementioned Petroleum Prospecting License to which the Principal Agreement is pursuant in the amount


of thirty percent (30%) interest to RWE DEA Guyana GMBH.








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AND WHEREAS Repsol Exploration Guyana S.A. has submitted to Minister an application dated October


16, 2015 for approval of transfer of Petroleum Prospecting License to which the Principal Agreement is


pursuant, from DEA Guyana GMBH, in the amount of thirty percent (30%) interest to Repsol Exploration


Guyana S.A.


AND WHEREAS the Minister has approved as at February 1, 2016 a transfer of share interest in the


aforementioned Petroleum Prospecting License to which the Principal Agreement is pursuant in the amount


of thirty percent (30%) interest to Repsol Exploration Guyana S.A; thus, at the present time in the


aforementioned Petroleum Prospecting License the participants are Repsol Exploration Guyana S.A. with


seventy percent (70%) interest and Tullow Guyana B.V. with thirty percent (30%) interest.








AND WHEREAS the Licensees are committed to commence a new marine 3D seismic acquisition


campaign totaling 2,500 sq. km in their Contract Area during the second phase of the initial period of the


Petroleum Prospecting License.








AND WHEREAS the following technical needs form the basis for additional marine 3D seismic acquisition


before commencing any obligated drilling activities: (i) The prospects identified after the processing and


interpretation of the 2013 2D and 3D seismic campaigns indicate a very low success scenario with high


uncertainty of discovering hydrocarbons due to high geologic risks assessed for trap integrity,


lateral/vertical seal and hydrocarbon charge.








AND WHEREAS the interpretation of new seismic data mapping of


several 3D seismic volumes including PSTM, PSDM, Acoustic


and such.











AND WHEREAS the Operator had respectfully requested of the phase of


the initial exploration period of the Petroleum Prospecting License until








AND WHEREAS the Operator has respectfully requested of the Minister for 2,500 sq. km of new marine 3D


seismic to be acquired as an additional work commitment for the second phase of the initial exploration


period of the Petroleum Prospecting License.


AND WHEREAS the Operator has respectfully requested of the Minister that the commitment to drill an


Exploratory Well in the Contract Area will be determined by the end of phase one (1) of the first (1st)


renewal period and that in such case the obligation to commence drilling an Exploration Well shall be


deferred from the second phase of the initial exploration period and instead there shall be an obligation to


drill such Exploration Well within the 2nd phase of the 1st renewal period.








AND WHEREAS the Minister, having engaged in discussions with the Operator, has found sufficient


grounds to justify an extension in time to conduct new marine 3D seismic acquisition, processing and


interpretation and to defer the decision to commence drilling an Exploration Weil as requested.


IT IS HEREBY AGREED AS FOLLOWS ACCORDING TO ARTICLE 31.2 OF THE PRINCIPAL


AGREEMENT:


1. The first phase of the initial exploration period shall be reset to expire as at November 13, 2016 from


November 13,2015 as stated previously;


2. Licensees shall elect to enter the second phase of the initial exploration period and commit to all the


work obligations, as amended by paragraph 3 below, thereto or in the alternative relinquish the entire


Contract Area and withdraw from the Petroleum Prospecting License.


3. An additional work commitment for the second phase of the initial period has been agreed to be the


acquisition and processing of 2,500 sq. km of new marine 3D seismic in the northwestern area of the


Kanuku block and this shall replace the existing requirement to commence drilling an Exploration Well


which is deferred from the second phase of the initial exploration period to the 2nd phase of the 1st renewal


period.


4. By virtue of the first phase of the initial exploration period being reset to expire as at November 13,


2016, and, in the event the Licensees decide to continue with the second phase of the initial exploration


period, it shall commence immediately thereafter and shall expire as originally stated, that is as at May 13,


2017;


5. Licensees shall elect to enter the first phase of the first renewal





the newly acquired marine 3D seismic.


6. After completing the processing and interpretation of the new seismic data,


2018, Licensees shall elect to either enter the second phase of the first renewal


one (1) Exploration Well, or in the alternative relinquish the entire Contract Area under the Principal


Agreement and withdraw from the Petroleum Prospecting License.,..


7. The Licensee shall continue to seek all times to give full effect to the terms and conditions of the


Petroleum Prospecting License and the Principal Agreement subject to amendments thereto; and


8. Except as amended in the foregoing, all terms and conditions of the Petroleum Prospecting License and


the Principal Agreement subject to amendments previous to these herein shall continue and remain in


full force and effect.


 The Deed of Amendment to the aforesaid Petroleum Prospecting License and Principal Agreement





supersedes all previous amendments.














IN WITNESS WHEREOF, I Raphael Trotman, the Minister of Natural Resources and Minister Responsible


for Petroleum, do hereby set my hand and the Licensee set their hands and seal the month, and


year first herein above written.












































MikeLfrquragafAgulr


Exploration Director • Latin America Region


Repsol Exploracidn Guyan;








*


y i


On this day, Zj£ 2016, before me appeared Mikel Erquiaga, known to me to be the person who executed


this document and he declared to me that he executed this document for the purposes therein described.








MARIA LOURDES VAZQUEZ


Notary Public. State of Texas Texas


Vt My Commission Expires


November 13, 2017


'WfMV* ______


Notary Public, in and for the State of Texas, U.S














Tullow Guyana B.V.


,vj/<2bv







On this day ^ 2016 *before me aPPeared known to me to be the person





who executed this document and he declared to me that he executed this document for the purposes therein described.


























J*Ut COPY of the original wr,«r Notary Public, in and for 6J/K,


in th* a,


JsR"*•"»** •**,„*. WENDY YUK W*,H S VMON - NOTARY PUBLIC


-,20lL Edward Young Limited Notary Public London


9 Carlos Place Loncon W1K3AT Unitea Kingdom


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Assistant Swam Clsr* notary@not?-ypublicinlondon.com


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