Albania

19/06/2014

Bankers Petroleum Albania Ltd.

Patos-Marinza Field

Patos-Marinza

Petroleum

Albpetrol Sh. A

Second Amendment to Production Sharing Agreement

Excise Tax Bankers Petroleum shall be required to pay excise tax pursuant to the excise tax law in cash to the customs authority for imports of goods subject to excise tax; in accordance with Albanian law; and (ii) an amount equal to the value of all excise tax paid by Bankers Petroleum after 1 April 2014 for imported petroleum products used in petroleum operations shall be: (A) allocated to Bankers Petroleum from available petroleum and (B) included as a petroleum cost as part of the ECC tax change adjustments. Carbon Tax and Circulation Tax (i) For any carbon tax that Bankers Petroleum is found liable to pay either to: (1) the customs authority for imports of goods subject to carbon tax; or (2) local suppliers for local purchase of goods subject to carbon tax, pursuant to the national tax law, an amount equal o the difference between the value of such carbon tax paid by Bankers Petroleum in connection with petroleum operations with the amount of carbon tax that Bankers Petroleum would have paid based on the rate of carbon tax as of the effective date of the petroleum contract shall be: (A) allocated to Bankers Petroleum from available petroleum and (B) included as a petroleum cost as part of the ECC Tax change adjustments. (ii) For any circulation tax that Bankers Petroleum is found liable to pay either to: (1) the customs authority for imports of goods subject to circulation tax; or (2) local suppliers for local purchase of goods subject to circulation tax pursuant to the national tax law, an amount equal to the value of the circulation tax paid by Bankers Petroleum in connection with petroleum operations shall be: (A) allocated to Bankers Petroleum from available petroleum and (B) included as a petroleum cost as part of the ECC tax change adjustments. (iii) The above provisions will be applied only for those amounts of the carbon tax, and/or circulation tax that Bankers Petroleum has paid and/or will pay from the date January 1st, 2014 until the termination of this petroleum agreement. Bankers Petroleum hereby acknowledge and agree that, by entering into the second amendment to production sharing agreement it has eliminated every negative economic effect due to the changes in the laws (ECC Tax Change Laws). For this reason, Bankers Petroleum hereby acknowledges and agrees that in no case, will not apply in the respective state authorities for the reimbursement of such taxes (ECC tax change adjustments). The violation of this provision will be considered a material breach of Bankers Petroleum's fundamental duties and obligations under the petroleum contract. b) Notwithstanding the provision of paragraph 13.6.(a) of this contract, if any amount of taxes which has been included as part of the ECC tax change adjustments, is reimbursed and/or compensated in favor of Bankers Petroleum by respective authorities, then the respective reimbursed and/or compensated amount: (A) will be added in the amount of the cost recovery petroleum; and (B) will be deducted from the amount of the petroleum costs. Pursuant to this paragraph, will be performed the recalculation of factor R, and the recalculation of the profit petroleum.

Available petroleum shall be measured at the measurement point and allocated as described in this contract. Available petroleum shall be allocated between the government of Albania (the "Royalty Tax"), Albpetrol (the "Albpetrol Share"), Bankers Petroleum ("ECC Share" and "Cost Recovery Petroleum") as described below: Period R Factor Royalty Albpetrol ECC Cost Recovery Tax Share Share Petroleum 01.01 2014 R < 1.0 10% 1% x 100%-(10%+1%+x) termin- ation of the petroleum

No later than 45 days before the beginning of every calendar quarter, Bankers Petroleum will prepare and submit to Albpetrol and the ministry a statement detailing the community development activities proposed to be carried out by Bankers Petroleum during the succeeding calendar quarter, and the budget and Albpetrol and the ministry of industry and energy will inform Bankers Petroleum of any amendments to be made to such proposal and the reasons therefor within 30 days of its receipt. Proposed amendments may only be made to the extent that the proposed community development program: (a) exceeds the amount designated in the relevant approved budget for community development activities; (b) is inconsistent with the published community development initiatives of the Albanian government, or (c) is inconsistent with the international principles of sustainable development.