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FEDERATIVE REPUBLIC OF BRAZIL

MINISTRY OF MINES AND ENERGY







(IMAGE HERE)









CONCESSION CONTRACT FOR EXPLORATION AND PRODUCTION OF OIL AND NATURAL GAS





______________________

No______________________



SIGNED BETWEEN

BRAZILIAN NATIONAL AGGENGY OF PETROLEUM, NATURAL GAS AND

BIOFUELS - ANP





and





_______________

Signa2

Signa3

Signa4





BRAZIL

2013



Contract XX-XXX-XX R11 Process n 48610.XXXXXX/XXXX-XX



CONCESSION CONTRACT FOR EXPLORATION AND PRODUCTION OF OIL AND NATURAL GAS



Agreed and signed between



THE NATIONAL AGENCY OF PETROLEUM, NATURAL GAS AND BIOFUEL - ANP, special organization created by Law no. 9,478, August 06, 1997, part of the Federal Indirect administration linked to the Ministry of Mines and Energy, with headquarters in SGAN (Setor de Grandes Áreas Norte) Quadra 603, Módulo I, 3° andar, in the city of Brasilia, DF (henceforth called "ANP"), hereby represented by its General Director,



________, commercial company incorporated under the laws of Brazil, with headquarters in ________entered in the Corporate Taxpayer Registry (CNPJ/MF) under no. 02,313,673 /0002-08 (henceforth called "Concessionaire"), hereby represented by____________, ________.



WHEREAS



that, in accordance with articles 20, Sections V and IX and 176, caput of the Federal Constitution of the Federative Republic of Brazil (Federal Constitution) and article 3 of Law no. 9,478/97, the Deposits of Oil, Natural Gas existing in the national territory, on the continental shelf and in the exclusive economic zone belong to the Central Federal Government;



That, in accordance with article 177, paragraph I of the Federal Constitution and article 4 of Law no. 9,478 /97, the Mining and Exploration work of the Petroleum and Natural Gas Reserves existing in the national territory, on the continental shelf and in the exclusive economic zone are monopoly of the Central Federal Government;



That, in accordance with the first paragraph of article 177 of the Federal Constitution and article 5 of Law no. 9,478 /97, the Central Federal Government may allow state or private companies, incorporated under Brazilian laws, with headquarters and administration in the country, to carry out exploration and production of Oil and Natural Gas, by concession, in the form established in the legislation in force;



That, in accordance with article 8 of Law No. 9,478 /97, ANP will have to promote the adjustment, hiring and supervision of economic activities integrating the Oil, Natural Gas and Biofuel Industry;



That, in accordance with article 21 of Law no. 9,478 /97, all rights of Exploration and Production of Oil, Natural Gas in the national territory, on the continental shelf and in the exclusive economic zone, belong to the Central Federal Government, while its administration is made by ANP, subject to the powers of other organizations and entities expressly established by law;



It is up to ANP, representing the Federal Government, to sign with the Concessionaire, Concession Contracts for the Oil and Natural Gas Exploration and Production meeting the provisions of Articles 23 and 24 of Law no. 9,478 / 97;



That, in accordance with articles 25 and 26 of Law no. 9,478 /97, and having been fulfilled the requirements established in Section I of the aforementioned Law, ANP and the Concessionaire are allowed to sign this Concession Contract which shall be governed, as appropriate, by general standards of Section I and by the provisions of Section VI, both from Chapter V of the mentioned Law;



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That, in accordance with articles 36 and 42 of Law no. 9,478 /97, the Concessionaire participated in the bidding for the granting of this Concession Contract, having the event in which it was declared the winner been awarded and approved, in the Block as defined in Annex I;



That, in accordance with article 46 of Law no. 9,478/97, the Concessionaire paid the signature bonus to ANP at the amount indicated in Annex VI;



That, pursuant to the Tender Protocol of the Eleventh Bidding Round and paragraph V of art. 43 of Law no. 9,478/1997, the Concessionaire has submitted to ANP the financial guarantees necessary to support compliance with the Minimum Exploratory Program offered;



ANP and the Concessionaire sign this Concession Contract for Oil and Natural Gas Exploration and Production for the Block identified in Annex I, in accordance with the following terms and conditions.



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Content



Conteúdo



CAPÍTULO I - BASIC PROVISIONS......................8

1 FIRST CLAUSE - DEFINITIONS.......................8

Legal Definitions..................................8

Contractual Definitions............................8

2 Second Clause - Purpose.........................12

Oil and Natural Gas Exploration and Production....12

Costs, Losses and Risks Associated with the Execution of Operations...........................12

Ownership of the Oil and/or Natural Gas...........12

Other Natural Resources...........................13

3 Third Clause - Concession Area..................13

Identification....................................13

Restitutions......................................13

Restitution by Termination of the Contract........14

Conditions for the Restitution....................14

Provision by ANP of the Returned Areas............14

Surveys of Data in Non-Exclusive Bases............14

4 Forth Clause Term and Duration..................14

Date of Entry into Force and Division of Phases...14

Validity..........................................14

CAPÍTULO II - EXPLORATION AND ASSESSMENT..........16

5 Fifth Clause - Exploration phase................16

Duration..........................................16

Extension of the first Exploratory Period and Exploration Phase due to well in progress.........16

Minimum Exploratory Program.......................17

Options after the Completion of the Minimum Exploratory Program of the first Exploratory Period............................................18

Options after the Completion of the Minimum Exploratory Program of the second Exploratory Period............................................19

Return of the Concession Area in the Exploration Phase.............................................19

6 Sixth Clause - Financial Guarantee of the Minimum Exploratory program...............................19

Supply of Financial Guarantee.....................19

Form of the Financial Guarantees..................19

Reduction of the Guaranteed Amount................20

Procedure for Providing the Financial Guarantee of the second Exploratory Period.....................21

Readjustment and Updating of the Financial Guarantees........................................21

Execution of the Financial Guarantees.............21

7 Clause Seven - Discovery and Assessment.........22

Notification of Discovery.........................22

Assessment, Discovery Assessment Plan and Final Discovery Assessment Report.......................22

Assessment of New Reservoir.......................22

Discovery Assessment through Long Term Test.......23

8 Clause Eight - Declaration of Commerciality.....23

Concessionaire Option.............................23

Postponement of the Declaration of Commerciality..23

Return of the Discovered and Assessed Area........24

Continuity of Exploration and/or Assessment.......24

CAPÍTULO III - DEVELOPMENT AND PRODUCTION.........25

9 Clause Nine - production Stage..................25

Beginning and Duration............................25

Extension by the Concessionaire...................25

Extension by ANP..................................25

Consequence of the Extension......................25

Rescission........................................26



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Return of the Field...................................................................26



10 CLAUSE TEN DEVELOPMENT PLAN........................................................27

Content...........................................................................27

Deadlines.........................................................................27

Development Area..................................................................27

Adoption and Implementation of the Development Plan...............................28

Revisions and Amendments..........................................................29

Building, Facilities and Equipment................................................30



11 CLAUSE TEN FIRST PRODUCTION STARTING DATE AND ANNUAL PRODUCTION SCHEDULES..........30

Start of Production...............................................................30

Annual Production Schedule........................................................30

Approval of the Annual Production Schedule........................................31

Review............................................................................31

Variation in the Produced Volume..................................................31

Temporary Production Interruption.................................................32



12 CLAUSE TEN SECOND MEASUREMENT, MONTHLY BULLETINS AND PRODUCTION AVAILABILITY.......32

Measurement.......................................................................32

Monthly Bulletins.................................................................32

Availability of Production........................................................32

Free Provision....................................................................33

Supply to the Domestic Market.....................................................33

Consumption in Operations.........................................................33

Production of Test................................................................33

Natural Gas.......................................................................34

Losses.............................................................................34



13 CLAUSE THIRTEEN INDIVIDUALIZATION OF PRODUCTION....................................34

Agreement of Individualization of Production......................................34



CAPITULO IV - EXECUTION OF OPERATIONS.................................................35



14 CLAUSE FOURTEENTH EXECUTION BY THE CONCESIONAIRE...................................35

Exclusivity of the Concessionnaire................................................35

Designation of the Operator by the Concessionnaire................................35

Diligence in Conducting the Operations............................................36

Licenses, Permits and Permissions.................................................37

Free Access to the Concession Area................................................37

Drilling and Abandonment of Wells.................................................37

Program for Additional Work.......................................................38

Acquisition of Data Outside the Concession Area...................................38



15 CLAUSE FIFTEEN OPERATIONS CONTROL AND ASSISTANCE BY ANP............................38

Follow Up and Monitoring by ANP...................................................38

Access and Control................................................................38

Assistance to the Concessionnaire.................................................39

Exemption of Liability by ANP.....................................................39



16 CLAUSE SIXTEEN ANNUAL WORK AND BUDGET SCHEDULE.....................................39

Correspondence between the Content and Other Plans and Schedules..................39

Deadlines.........................................................................39

Revisions and Amendments..........................................................39



17 CLAUSE SEVENTEEN DATA AND INFORMATION..............................................40

Supply by the Concessionnaire.....................................................40

Abroad Processing or Analysis.....................................................40



18 CLAUSE EIGHTEEN - GOODS............................................................41

Goods, Equipment, Facilities and Materials........................................41

Licenses, Permits and Permissions.................................................41

Expropriations and Easements......................................................41

Facilities or Equipment out of the Concession Area................................42

Return of Areas and Reversion of Property.........................................42

Guarantees of Decommissioning and Abandonment.....................................43

Goods to be Reverted..............................................................43

Removal of Goods Not Reverted.....................................................43









__________________________________________________________________________________________

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19 CLAUSE NINETEEN STAFF, SERVICES, AND SUBCONTRACTS......................................44

Staff.............................................44

Services..........................................44

20 CLAUSE TWENTY LOCAL CONTENT....................45

Commitment of the Concessionaire to Local Content...........................................45

Benchmarking of Local Content.....................45

Development Phase for the Purposes of Local Content...........................................46

Exemption from the Obligation of Compliance with the Local Content.................................46

Adjustments in the Committed Local Content Percentage........................................46

Surplus of Local Content..........................47

Fine for Noncompliance with the Local Content.....47

21 CLAUSE TWENTY ONE OPERATIONAL AND ENVIRONMENTAL SAFETY............................................48

Environmental Control.............................48

Liability for Damage and Losses...................49

22 CLAUSE TWENTY TWO INSURANCES...................49

Insurances........................................49



CAPÍTULO V - GOVERNMENT CONTRIBUTIONS AND INVESTMENTS IN RESEARCH, DEVELOPMENT AND INNOVATION........................................51



23 CLAUSE TWENTY THREE CONTRIBUTIONS..............51

Governmental and Third Parties Contributions......51

24 CLAUSE TWENTY FOUR RESOURCES FOR RESEARCH, DEVELOPMENT AND INNOVATION........................51

25 CLAUSE TWENTY FIVE TAXES.......................52

Tax System........................................52

Certificates and Proof of Regularity..............52

26 CLAUSE TWENTY SIX CURRENCY AND FOREIGN CURRENCIES........................................52

Currency..........................................52

Foreign Currency..................................53

27 CLAUSE TWENTY SEVEN ACCOUNTING AND AUDITING....53

Accounting........................................53

Audit.............................................53



CAPÍTULO VI - GENERAL PROVISIONS..................55



28 CLAUSE TWENTY EIGHT ASSIGNMENT OF RIGHTS AND OBLIGATIONS.......................................55

Assignment........................................55

Undivided Share in the Rights and Obligations.....55

Partial Area Transfer in the Exploration Phase....55

Assignments of Areas in Production Phase..........56

Participation of the Concessionaire...............56

Documents Needed..................................56

Invalidity of the Assignment and the Need for Prior and Expressed Approval............................56

Approval of the Assignment........................56

Realization of the Assignment.....................57

New Concession Contract...........................57

29 CLAUSE TWENTY NINE NONCOMPLIANCE, PENALTIES AND REVOCATION OF THE CONTRACT........................57

Sanctions.........................................57

Option for Sanctions..............................58

Extinction........................................58

30 CLAUSE THIRTY UNFORESEEABLE CIRCUMSTANCES, FORCE MAJEURE AND SIMILAR CAUSES........................59

Total or Partial Exemption........................59

Modification and Termination of the Contract......59

Losses............................................60

31 CLAUSE THIRTY ONE CONFIDENTIALITY..............60

Obligation of the Concessionaire..................60

Commitments of ANP................................61

32 CLAUSE THIRTY TWO NOTIFICATIONS, REQUESTS, NOTICES AND REPORTS...............................61

Notifications, Requests, Plans, Programs, Reports and other Communications..........................61

Amendments to the Acts of Incorporation...........62

33 CLAUSE THIRTY THREE LEGAL REGIME...............62



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Applicable Law------------------------------------------62

Conciliation--------------------------------------------62

Arbitration---------------------------------------------62

Forum---------------------------------------------------63

Execution of the Contract-------------------------------63

Justifications------------------------------------------63

Continued Application-----------------------------------64

34 CLAUSE THIRTYFOUR FINAL PROVISIONS-------------------64

Modifications and Amendments----------------------------64

Titles--------------------------------------------------64

Disclosing----------------------------------------------64

Annex I-Concession Area---------------------------------66

Annex II - Minimum Exploratory Program------------------67

Annex III - Financial Guarantee for the Minimum Exploratory Program-------------------------------------69

Annex IV - Performance Guarantee------------------------70

Annex V - Governmental and Third PArties Holdings-------71

Annex VI - Payment of Signature Bonus-------------------72

Annex VII - Designation of Operator---------------------73

Anexo VIII - Address------------------------------------74

Annex IX - Commitment to Local Content------------------75



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Contract XX-XXX-XX_R11 Process n 48610.XXXXXX/XXXX-XX



CAPÍTULO I - BASIC PROVISIONS



FIRST CLAUSE - DEFINITIONS



Legal Definitions



1.1 The definitions contained in article 6 of Law no. 9,478/97 and in article 3 of Decree no. 2,705 , August 3, 1998, are hereby incorporated into this Contract and, in consequence, valid for all its purposes and effects whenever they are used here, either in singular or plural, male or female.



1.2 For the purpose of management, regulation and supervision of this contract, it is valid, for alternative use, the E&P catalog published by ANP on its website in the Internet.



Contractual Definitions



1.3 Also for the purposes of this Contract, the definitions contained in this paragraph 1.3 1.3will be additionally valid, whenever the following words and expressions are used here, in singular or plural, male or female:



1.3.1 Production Individualization Agreement: agreement signed between the rights holders of Exploration and Production, after the Declaration of Commerciality, for the unified Development and Production Stage of deposits that extend beyond the Concession Area, according to the procedures specified in the Applicable Legislation.



1.3.2 Affiliate: means any controlled or controlling company, in accordance with article 1,098 to 1,100 of the Civil Code, as well as the companies directly or indirectly controlled by the same company.



1.3.3 Concession Area: Block whose superficial projection and bounded by the polygon defined in Annex I of this Agreement or the plots of the Block remaining under this Contract after the partial returns contained therein.



1.3.4 Development Area: any portion of the Concession Area retained for the Development Stage in accordance with paragraph 10.4 10.3.



1.3.5 Assessment: set of operations that, as part of the Exploration, are intended to check the commercially of a Discovery or set of Discoveries of Oil or Natural Gas in the Concession Area.



1.3.6 Well Assessment: logging and formation test activities carried out between the End of Drilling and Well Completion that, combined with other activities previously carried out at the well, will allow the verification of the occurrence of areas of interest for the presentation of possible Discovery Evaluation Plan and/or for the decision of continuing Operations for the next Exploratory Period.



1.3.7 BDEP: Exploration and Production Data Base of the National Agency of Petroleum, Natural Gas and Biofuel - ANP



1.3.8 Field: has the same meaning as Field of Oil or Natural Gas defined in Law no. 9,478/97.



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Contract XX-XXX-XX_R11 Process n 48610.XXXXXX/XXXX-XX







1.3.9 E&P Catalog: set of documents that contain guidelines, procedures and

forms to guide the relation between the Operators of the Concession

Contracts and ANP, approved according to ANP Resolution.



1.3.10 Assignment: sale, sale, transfer or any other form of transmission by any

means, in whole or in part, of the indivisible rights and obligations of the

Concessionaire under this Contract.



1.3.11 Production Individualization Commitment: a document that formalizes

the allocation of production of a Mine that extends by different Concession

Areas, whose rights of Exploration and Production belong to the same

Concessionaire.



1.3.12 Concessionaire: individually or collectively, the companies members of the

consortium, including the Operator as well as each one of the possible

transferees, in accordance with Clause twenty-eighth.



1.3.13 Well Completion: beginning of demobilization of the drilling rig, after Drilling

Completion and Well Assessment.



1.3.14 Local Content: proportion between the value of the goods produced and

services rendered in the country for the execution of the contract and the

total value of the goods used and services provided for this purpose.



1.3.15 Contract: main body of this Concession Contract and its Annexes.



1.3.16 Consortium Agreement: contractual document that provides the rights and

obligations of the Concessionaire as for this Contract.



1.3.17 Date of Entry into Force: date of signature of this Contract.



1.3.18 Declaration of Commerciality: formal and in writing notification of the

Concessionaire to ANP declaring one or more Mines as commercial

discovery in the Concession Area, in accordance with paragraph 8.1 8.1 of

this Contract.



1.3.19 Discovery: any occurrence of Petroleum, Natural Gas and other

hydrocarbons, minerals and other natural resources in the Concession

Area, regardless of the quantity, quality or commerciality, verified by at least

two detection or assessment methods.



1.3.20 Qualified Expenses with Research Development and Innovation:

expenditure with activities of Research, Development and Innovation aiming

for promoting the Development of the Petroleum, Natural Gas and Biofuel

sector in accordance with the provisions of Clause Twenty-four.



1.3.21 Development Stage: contractual stage started with the approval, by ANP,

of the Development Plan proposed by the Concessionaire and which

continues during the production phase while investments in wells,

equipment and facilities are necessary for the production of Oil and Natural

Gas in accordance with the Best Practices of the Oil Industry.



1.3.22 Extraction of the First Oil: date at which the first measurement of volumes

of Oil and Natural Gas takes place in one of the Production Measuring

Points in each Moduel of the Development Stage.



1.3.23 Exploration Phase: contractual period in which the Exploration and

Assessment must take place.





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Contract XX-XXX-XX_R11 Process n'48610.XXXXXX/XXXX-XX



1.3.24 Production Phase: contractual period in which the Development and Production Phase must take place.



1.2.25 Brazilian Supplier: any manufacturer or supplier of goods produced or a service rendered in Brazil through companies incorporated under Brazilian laws or those that use manufactured goods in the conuntry under special customs regimes and applicable tax incentives to Oil and NAtural Gas industry.



1.3.26

Production Individualization: procedure that aims to the division of the Production result and the rational use of the natural resources of the Federal Government, by means of unification of the natural resources of the Federal Government, by means of uification of the Development and Production Stage of the ore body that extends betyond the Consession Area;



1.3.27 Applicable Law: the set of all laws, decrees, regulations, resolutions, ordinances, normative instructions or any other normative acts that impose or which will focus on the Parties, or on the activities of Exploration, Assessmen, Development and Production Stage of Oil Natural Gas, as well as on the decommissioning of the facilities.



1.3.28 Best Practices of the Oil Industry: means practices and procedures generally employed in the oul industry in the world, by prudent and diligent companies, subject to conditions and circumstances similar to those Operations, aiming regard to appearance or relevant aspects of the Operation and Production techniques in force;

(b) conservation of oil and gas reserves, which implies the use of methods and procedures appropiate to maximize the recovery of hydrocarbons in a technical, economic and enviromentally sustainable way, with the corresponding contro of the decline of reserves and the minimization of losses on the surface; (c) operational safety, which requires the employment of methods and processes that ensure the safety of operations, contributing to the prevention of incidents; (d) preservation of the environment and respect to the people, which determines the adoption of technologies and procedures associated with the prevention and mitigation of environmental damage, as well as the control and environmental monitoring of the operations of Oil and Natural Gas Exploration and Production.



1.3.29 Module of the Development Stage: set of operations and investments to facilitate the activities of production of a field of Oil or Natural Gas whose stage of development has benn designed in an individualized way and with independent production, according to the provisions in the Development Plan.



1.3.30 New Reserve: occurrence of new accumulations of Oil and Natural Gas in distinct horizons of those which already produce or are under Assessment.



1.3.31 Operation: any and all activities, either for the Exploration, Evaluation, Development, Production, disabling or abandonment, carried out in sequence, together, or separately by the Concessionaire, for the purposes of this Contract.



1.3.32 Operator: Concessionaire designated by the others, in the form of Annex VII, to lead and perform all the operations provided for in this Contract on behalf of the Concessionaires.



1.3.33 Party: ANP or the Concessionaire.





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Contract xx-xxx-xx_R11 Process n 48610.xxxxxx/xxxx-xx



1.3.34 Exploratory Period: each of the periods that make up the Exploration Phase, in which the Concessionaire must perform all the obligations of the Minimum Exploratory Program committed by the Concessionaire, as specified in Annex II.



1.3.35 Discovery Assessment Plan: document that specifies the work schedule and respective investments necessary for the assessment of a discover or set of discoveries of oil or Natural Gas in the Concession Area, in accordance with Clause seven.



1.3.36 Development Plan: document that specifies the work schedule and respective investments necessary for the Development Stage of a Discovery or set of Discoveries of Oil or Natural Gas in the Concession Area.



1.3.37 Production: Coordinated Operations for extraction of Oil or Natural Gas, according to the definition contained in Law no. 9,478/97, or a volume of Oil or Natural Gas produced as the text shows in each case.



1.3.38 Annual Production Program: program which discriminates the forecasts for production and handling of Petroleum, Natural Gas, water, special fluids and wastes from the production process of each field.



1.3.39 Annual Work and Budget Program: program which specifies the set of activities to be performed by the Concessionaire during a calendar year, including the detailing of investments necessary to carry out such activities, and it must be submitted by the Concessionaire in the form of Applicable Legislation.



1.3.40 Program of Decommissioning of Facilities: program which specifies the set of operations for the abandonment of wells, including their eventual flattening, and removal operation, and adequate final destination of the facilities and recovery of the areas where these facilities are located.



1.3.41 Minimum Exploratory Program: work schedule provided for in Annex II to be met by the Concessionaire during the Exploration Phase.



1.3.42 Quarterly Expenses Report with Exploration, Development and Production: document to be delivered by the Concessionaire to ANP which details the amounts spent according to the operations of exploration, development and production.



1.3.43 Report of Local Investments in Exploration and Development: document to be delivered by the Concessionaire to ANP which details the amounts spent for the purposes of verification of the Local Content.



1.3.44 Final Discovery Assessment Report: document presented by the Concessionaire and subject to the approval of ANP, which describes the set of operations used for the Assessment of Oil and/or Natural Gas Discovery, the results of this Assessment and, possibly, the area the Concessionaire wants to retain for Development.



1.3.45 Seismic Reprocessing: process to submit seismic data to new processing, aiming to gain quality in the results achieved.



1.3.46 Drilling Completion: moment in which the progress of the drill into the well is definitively ceased.



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1.3.47 Lon Duration Test: well test carried out during the evploration phase, with the sole purpose of obtaining data and information about the Reservoirs, with a total flow time of more than seventy-two (72) hours.



1.3.48 Unit of Work: conversion unit for differente exploratory works used for the purposes of measuring the implementation of the Minimum Exploratory Program laid down in Annex II.



SECOND CLAUSE - PURPOSE



Oil and Natural Gas Exploration and PRoduction



2.1 The purpose of this contract is:



a) the implementation, in the Concession Area, of Exploration Opereations involved in the Minimum Exploratory Program or additional to it;



b) in the event of Discovery, at the discretion of the Concessionaire, the implementation of Discovery Assessment activities in the terms of a Discovery Assessment Plan approved by ANP;



c) If the Discovery is found as commercial by the Concessionaire, the production of Oil and Natural Gas in the Concession Area in accordance with a development plan approved by ANP.



Costs, Losses and Risks Associated with the Execution of Operations



2.2 The Concessionaire will exclusively always bear all the costs and risks related to the implementation of operation and its consequences.



2.3 The Concessionaire must bear all losses it may incur, including those resulting from unforeseen circumstances or force majeure and accidents or events of nature that affect the Oil and Natural Gas Exploration and Producion in the Concession Area.



2.4 The Concessionaire will not be intitled to anu payment, compensation, refund, reimbursement or compensation in the event of failure or absence of commerciality of any Discoveries in the Concession Area.



2.5 The Concessionaire will be the onli responsible party civility liable for its own actions and those of its employees and subcontractor, as well as the repair of any damage caused by operations and its executions, regardless of fault.



2.5.1 The Federal Government and ANP should be compensates in the burden they will endure as a result of any demands motivates by acts of responsibility of the Concessionaire, who will assume that reparation.



2.6 The Federal Government and ANP will not assume any risk or operating losses, nor respond to costs, investments and damage associated with the executions of operations and its consequences.



Ownership of the Oil and/or Natural Gas



2.7 The deposits of Petroleum and Natural Gas existing in the national territory, on the continental shelf and in the exclusive economic zone belong to the





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Federal Government, in accordance with article 20, section V and IX of the Federal Constitution and article 3 of Law no. 9,478/97.



2.7.1 The dealer will have the sole ownership of the Oil and Natural Gas that may be effectively produced and conferred to it on the Production Measuring Point by means of original acquisition and in accordance with this Contract.



2.7.2. The Concessionaire will be subject to charges for taxes and the governmental shares detailed in Annex V, and those provided for in the Applicable Legislation.



Other Natural Resources



2.8 The Concessionaire may not use, enjoy or dispose in any way or for any purpose, total or partially, of any other natural resources that may exist in the Concession Area that are not Oil and Natural Gas, except when duly authorized, in accordance with the applicable law.



2.8.1 The possible Discovery of natural resources other than Oil or Natural Gas shall be notified to ANP within a maximum deadline of seventy-two (72) hours.



2.8.2 The Concessionaire must comply with the instructions and allow the implementation of relevant measures determined by ANP or other competent authorities.



2.8.3 Until such instructions are not submitted to it, the Concessionaire must refrain from any action that may involve risk or in any way harm to the natural resources discovered.



2.8.4 The Concessionaire will be obliged to suspend its activities, except in cases where they put at risk the natural resources discovered or the Operations.



Any interruption of Operations, exclusively due to the Discovery of other natural resources, will have its deadline input and recognized by ANP for the purposes of extension of the Contract.



THIRD CLAUSE - CONCESSION AREA



The operations must be carried out exclusively in the Concession Area described and defined in Annex I.



In addition to the compulsory restitution on the remaining areas of one (or more) Discovery Assessment Plan or one (or more) Development Areas, the Concessionaire may do, at any time, during the exploration phase, voluntary restitutions of areas part of the Concession Area.



3.2.1. The restitutions shall not remit the Concessionaire from the obligation of compliance with the Minimum Exploratory Program.





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3.2.2 Once the Exploration Phase is completed, the Concessionaire may only hold, as Concession Area, the Development Areas.



Restitution by Termination of the Contract



3.3 The termination of this Contract, for any reason, will force the Concessionaire to immediatly return to ANP the whole Concession Area.



Conditions of Restitution



3.4 All and every restitution of areas or fields part of the Concession Area, as well as the consequent reversion of property provided in this paragraph 18.6 18.6, will be definitive and will be made by the Concessionaire without burden of any nature to the Federal Government or ANP, in accordance with article 28, 1 and 2 of Law no. 9,478/97, and the Concessionaire will not have any right to compensation.



Provision by ANP of the Returned Areas



3.5 ANP, form the date on which the areas are returned by the Concessionaire, may have these at its sole discretion, including for the purpose of new bids.



Surveys of Data in Non-Exclusive Bases



3.6 ANP may, at its sole discretion, authorize third parties to run, in the Concession Area, services of geology, geochemistry, geophysics and other works of the same nature aimed at the survey of technical data for commercialization in non-exclusive bases, in accordance with article 8, section III, of Law no. 9,478/97.



3.6.1 The implementation of these services should not, unless in exceptional situations approved by ANP, affect the normal course of the Operations.



3.6.2 The Concessionaire shall have no responsibility in respect of the execution of such services.



FORTH CLAUSE TERM AND DURATION



Date of Entry into Force and Division of Phases



4.1 This contract, which will enter into force on the date of its signature, is divided into tow phases:



4.1.1 Exploration Phase, for the entire Concession Area, with the term provided for in paragraph 5.2 5.2, and



4.1.2 Production Phase, for each Field, with the term provided for in paragraph 9.1 9.1.



Validity





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4.2 The duration of this Contract, for each parcel of the Concession Area that will become a field under the terms set out herein, shall correspond to the period elapsed sice the date of entry into force until the Declaration of Commerciality of one or more Discoveries, plus a period of 27 (twenty-seven) years corresponding to the Production Phase, in the manner of paragraph 9.1



4.3 To this total duration will be added extensions that may be authorized by ANP in the terms of the Contract.



4.4 The period of validity, according to the provisions of the preceding paragraph concerning the extensions allowed by ANP, will result in the legal extinction of the Contract.





Page 15Contract XX-XXX-XX_R11 Process n' 48610.XXXXXX/XXXX-XX



CAPITULO II - EXPLORATION AND ASSESSMENT

FIFTH CLAUSE - EXPLORATION PHASE



Duration



5.1 The Exploration Phase will be divided into tow subseuent Exploratory Periods, with the term provided for in Annex II. The first Exploratory Period begins on the date of enrty into force of this contract and the second Exploratory Period, if any, on the date right after the completion of the first Exploratory Period.



5.2 The Exploration Phase will start on the date of entry into force of this Contract and will be closed:



a) With the expiration of the period provided for in Annex II;

b) With the total return of the Concession Area; or

c) For each area retained for Discovery Assessment:

i. With the presentation of the Commerciality Declaration; or

ii. With the return of the areas retained for Discovery Assessment.



5.3 If the Concessionaire makes a Discovery during the Explorarion Phase in time such that it has not been possible to carry out the Discovery Assessment before the end of this phase, according to best practices of the oil industry, the exploration phase may, at the discretion of ANP, be extended for the period necessary for the execution of assessment phase and eventual Declaration of Commerciality according to Discovery Assessment Plan approved by ANP.



5.3.1 The extension mentioned in paragraph 5.3 5.3 is restricted to the area retained for Discovery Assessment, in accordance with the Discovery Assessment Plan approved by ANP.



5.3.2 In the hypothesis of the previous paragraph, the Exploration Phase will be automatically suspended until ANP deliberates on the Discovery Assessment Plan and, consequently, on the request for extension to conduct the Discovery Assessment. During the suspension, the Concessionaire may only perform exploratory activity included in the Discovery Assessment Plan submitted with the prior and express authorization of ANP.



Extension of the first Exploratory Period and Exploration Phase due to well in progress



5.4 If at the end of an Exploratory Period or Exploration Phase the Concessionaire have initiated the drilling of an exploratory well without having completed the Assessment of Well, the Exploratory Period or Exploration Phase will be extended until the date of completion of the well, with and increase of &0 (sixty) days for the submission of any proposal of Discovery Assessment Plan or decision with regard to the continuation to the second Exploratory Period.





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Contract xx.xxx.xx_R11 Process n° 48610.xxxxxx/xxxx.xx







5.4.1 The reasoned request of the extension request due to well in progress

should be sent by the Concessionaire to ANP with a minimum of 72

(seventy-two) hours in advance before the end of the Exploratory

Period.



5.4.1.1 At the discretion of ANP, the term referred to in this paragraph may be

reduced, provided it is technically justified by the Concessionaire.



Minimum Exploratory Program



5.5 The Concessionaire must perform the obligations relating to the Minimum

Exploratory Program on the terms and conditions described in Annex II of this

Contract.



5.6 ANP may exempt the Concessionaire from fulfilling part of the Minimum

Exploratory Program of the first exploratory Period if the exempt plot, after its

conversion in Work Units, is not greater than 10% (ten percent) of the total

Work Units involved.



5.6.1 As a counterpart to the exemption to this paragraph, the

Concessionaire will pay a corresponding amount, in cash, twice the

total of non-converted Work Units.



5.6.2 Once the conditions set out above are met, the Minimum Exploratory

Program of the first exploratory Period will be considered completed in

full for all purposes of the Contract.



5.7 The Concessionaire may perform additional exploratory activities to the

Minimum Exploratory Program from any Exploratory Period by presenting

ANP the additional work schedule before the beginning of its implementation,

in accordance with paragraph 14.18.



5.8 If the Concessionaire completes a well as additional activity to the Minimum

Exploratory Program of the first Exploratory Period, it can request to ANP,

which will decide at its sole discretion that the commitment regarding the

second Exploratory Period is considered completed in advance.



5.9 ANP may, at its sole discretion, approve the amendment of the strati graphic

objective of wells committed as Minimum Exploratory Program, provided the

Concessionaire may technically show such amendment is consistent with the

Best Practices of the Oil Industry and indicate the Prospectus that motivated

the change request.



5.10 On the basis of technical justification presented by the Concessionaire, ANP

may accept, at its sole discretion, that concession Areas adjacent to a

Concession Areas in which a well be drilled in the second Exploratory

Period are the object of drilling exemption in the second Exploratory Period,

provided that:



(i) The Concession Areas in question have the same composition as

Concessionaire, including in relation to their participation in the

consortium.



(ii) The Concession Areas in question share a common exploratory

opportunity.







_________________________________________________________________________________________

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Contract XX-XXX-XX_R11 Process n 48610.XXXXXX/XXXX-XX



5.10.1 If there is a gap between exploration time of Concession Areas that comply with the conditions of this paragraph, the Exploratory Periods may, at the sole discretion of ANP, be evened off, so as not to obstruct the implementation of the drilling exemption.



5.11 Seismic Reprocessing may be converted into Work Units for the purposes of compliance with the Minimum Exploratory Program.



5.11.1 The conversion of Seismic Reprocessing into Work Units is limited to a single version for each survey of seismic data.



5.11.2 To be the object of conversion into Work Units, the reprocessed seismic data must be contained exclusively within the Concession Area.



5.11.3 So its conversion into Work Units may be admitted the Seismic Reprocessing should include migration of the data in time (PSTM) or depth (PSDM) at the pre-stacking phase.



5.12 For the acquisition of unique data the Concessionaire may hire data acquisition companies (EAD), provided they are previously complied with the requirements contained in the regulatory standards issued by ANP and that these companies are duly registered and regulated with the Agency.



5.13 ANP will issue a quality control report for return or acceptance of the received data within 180 (one hundred and eighty) days from the date of delivery of the data by the Concessionaire.



5.14 For the purposes of compliance with the Minimum Exploratory Program only data whose acquisition and formatting have attended to all the requirements defined in technical standards established by the Agency will be converted into Work Units.



5.15 The exploratory work will be converted into Work Units for purposes of compliance with the Minimum Exploratory Program according to the criteria listed in Annex II.



5.16 The Concessionaire may end the Exploration Phase at any time by formal notification in writing to ANP.



5.16.1 The end does not exempt the Concessionaire from the compliance with the Minimum Exploratory Program on the Exploratory Period in progress.



5.17 The partial or full failure of the Minimum Exploratory Program involves the extinction of the full contact law.



5.17.1 The exception to the provision above is the Development Areas, eventually retained by the Concessionaire.



Options after the Completion of the Minimum Exploratory Program of the first Exploratory Period



5.18 After the completion of the Minimum Exploratory Program of the first Exploratory Period and until the end of the deadline for the end of the first Exploratory Period and subject to prior formal and written notification to ANP, the Concessionaire may:



Page 18Contract XX-XXX-XX_R11 Process n 48610.XXXXXX/XXXX-XX



a) Continue to the second Exploratory Period; or



b) Return in full to the Concession Area, retaining only possible Development Areas or under Discovery Assessment.



5.18.1 If the Concessionaire does not manifest itself at the end of the first Exploratory Period the Contract will be extinct in its full right, with the protection of any already retained development area.



Options after the Completion of the Minimum Exploratory Program of the second Exploratory Period



5.19 After the completion of the well on the second Exploratory Period and until the end of the time for the end of the second Exploratory Period, with prior formal and in writing notification, the Concessionaire may:



a) Initiate the Production Phase of areas subject to Declaration of Commercially;

b) Continue the Exploration Phase of the areas under Discovery Assessment;

c) Retain the areas in which the Declaration of Commerciality are feasibly of postponement in accordance with paragraphs 8.2 8.2 and 8.3 8.3;

d) Return in full to the Concession Area.



Return of the Concession Area in the Exploration Phase



5.20 The Concessionaire may, at any time during the exploration phase, make returns of the Concession Area.



5.20.1 The return of the Contract Areas must be notified to ANP in a formal way and in writing.



5.21 Within a period of up to 60 (sixty) days after the end of the Exploration Phase, the Concessionaire must send ANP a report for the return of areas, prepared according to the applicable legislation.



5.22 The delivery of the plan to return areas does not imply any kind of recognition or discharge by ANP, nor absolve the Concessionaire from the compliance with the Minimum Exploratory Program and the responsibilities outlined in Clause Twenty First.



SIXTH CLAUSE - FINANCIAL GUARANTEE OF THE MINIMUM EXPLORATORY PROGRAM



Supply of Financial Guarantee



6.1 In addition to the financial security of the Minimum Exploratory Program of the first exploratory period, the Concessionaire shall provide ANP with one or more financial guarantees for the Minimum Exploratory Program of the second Exploratory Period, if it decides to get into that period.



Form of the Financial Guarantees



Page 19Contract XX-XXX-XX_R11 Process n 48610.XXXXXX/XXXX-XX



6.2 The Concessionaire will be able to provide ANP with the following documents as financial guarantees of the Minimum Exploratory Programs:



a) Irrevocable Letter of Credit



b) Guarantee Insurance: or



c) Contract for a pledge of Petroleum.



6.3 The financial guarantees should follow the form specified in the Tender Protocol.



6.4 The financial guarantees will be valid for a period exceeding in a least 180 (one hundred and eighty) days the date set for the conclusion of the Exploratory Period corresponding to the Minimum Exploratory Program guaranteed.



6.4.1 The financial guarantees should be renewed, where necessary, to cover a period not inferior to 180 (one hundred and eighty) days.



6.4.2 In case of suspension of the Exploration Phase, the upgrade or renewal of the financial guarantees should cover a term not inferior to 1 (one) year.



Reduction of the Guaranteed Amount



6.5 As the concessionaire performs the operations relating to the Minimum Exploratory Program of the first Exploratory Period, it may request ANP to reduce the amount of the collateral deposited.



6.5.1 The reduction of the amount of the financial guarantee of the Minimum Exploratory Program may not take place with a frequency inferior to 3 (three) months.



6.5.2 The reduction of the amount of the financial guarantee of the Minimum Exploratory Program of the first Exploratory Period may not be inferior to an amount that, once converted, may correspond to 20% (twenty percent) of the total Work Units involved.



6.5.3 The Drilling operations may only involve reduction of the amount of the financial guarantees of the Minimum Exploratory Program of the first Exploratory Period when:



a) The well has reached the stratigraphic objective:



b) The well has been completed; and



c) The conformity of the data and information with ANP standards has been duly attested.



6.5.4 Operations for the acquisition of seismic and geochemical data or potential methods may only involve reducing the amount of the financial guarantees of the Minimum Exploratory Program of the first Exploratory Period as the data and results are delivered to ANP and have their conformity to the standards of the Agency duly attested.



Page 20



Contract XX-XXX-XX_R11 Process n'48610.XXXXXX/XXXX-XX



6.5 The financial guarantees of each Exploratory Period will be returned to the Concessionaire after the issuance bt ANP of the completion certificate of the Exploratory Period.



6.5.6 If there are outstanding issues, ANP shall issue the completion certificate of the Exploratory Period in uo to thirty gays after its conclusion.



Procedure for Providing the Financial Guarantee of the second Exploratory Period



6.6 With a minimum notice of 90 (ninety) days after the beginning of the second Exploratory Period, the Concessionaire must inform ANP the estimated amount for the drilling of the exploratory well corresponding to the Minimum Exploratory Program of that period.



6.6.1 ANP will have 30 (thirty) days to:



a) Manifest by accepting the estimate oresented; or

b) Inform other amount to the Concessionaire, who should use it as a parameter for the supply of financial guarantees.



6.7 Before the start of the second Exploratory Period, the Concessionaire muste submit to the ANP financial guarantees to ensure the exploratory well corresponding to the Minimum Exploratory Program.



6.8 If the Concessionaire does not provide the proper guarantees before the begining of the Exploratory Period the Contract will be extinct its full right, with the protection of any already retained development area.



6.9 The Concessionaire is exempt from the presentation of the financial guarantees for the second Exploratory Period if it has completed the Minimum Exploratory Program for this period in advance.



Readjustment and Updating of the Financial Guarantees



6.10 Provided it is properly motivated, ANP may readjust the expected amount of the Minimum Exploratory Programs object of the guarantee documents submited by the Concessionaire.



6.10.1 ANP shall notify the Concessionaire to update the amount of the already provided guarantees, explaning the reasons for the adjustment.



6.10.2 The Concessionaire will have up to 60 (sixty) days after receiving the notification referred to in the precediong paragraph to update its financial guarantees with ANP.



6.10.3 ANP may not promote invrease in intervals of less than 1 (one) year.



Execution of the Financial Guarantees



6.11 If the Concessionaire does not comply with the Minimum Exploratory Program, ANP will execute the respective financial guarantees.



Page 21Contract XX-XXX-XX_R11 Process n 48610.XXXXXX/XXXX-XX



6.11.1 The implementation of the financial guarantees does not absolve the Concessionaire from the fulfillment of the obligations arising from the Contract.



6.11.2 The implementation of the financial guarantees does not affect the right of ANP to seek for other repairs and apply eventual proper penalties.



6.11.3 The implementation of financial guarantees involves the extinction of the full rights of this Contract, with the protection of any already retained development areas.



6.11.4 The implementation of the financial guarantees may be replaced by the financial contribution of an equivalent amount, however, also applying to this hypothesis, the provision of paragraph 6.11.3. 6.11.3



CLAUSE SEVEN - DISCOVERY AND ASSESSMENT



Notification of Discovery



7.1 Any Discovery of Oil or Natural Gas in the Concession Area must be notified by the Concessionaire to ANP, on an exclusive basis and in writing, within a maximum deadline of seventy-two (72) hours.



Assessment, Discovery Assessment Plan and Final Discovery Assessment Report



7.2 The Concessionaire may, in its discretion, assess a Discovery of Oil or Natural Gas, notified as per paragraph 7.1 7.1, at any time during the Exploration Phase.



7.2.1 The Discovery Assessment should be carried out in full and necessarily during the Exploration Phase.



7.3 If the Concessionaire decides to assess the Discovery, it must submit a proposal for Discovery Assessment Plan to the approval of ANP.



7.4 ANP will have a term of up to 60 (sixty) days after receiving the Discovery Assessment Plan to approve it or, quite rightly, notify the Concessionaire to make modifications.



7.4.1 The Concessionaire will have a period of 30 (thirty) days from the notification referred to above to submit them to ANP, thus repeating the procedure laid down herein.



7.4.2 Any changes suggested by the Concessionaire should be communicated in a formal way and in writing to ANP, applying, to these amendments, the procedure provided for in this paragraph.



7.5 The Final Discovery Assessment Report submitted to ANP by the Concessionaire should identify and justify the retention proposal of the Development Area of the Commercial Discovery.



Assessment of New Reservoir



Page 22Contract XX-XXX-XX_R11 Process n 48610.XXXXXX/XXXX-XX



7.6 The Concessionaire will be able to assess a Discovery of Oil or Natural Gas into a New Reservoir at any time during the term of the Contract, taking into account, mutatis mutandis, the procedure of this seventh Clause.



Discovery Assessment through Long Term Test



7.7 If the Discovery Assessment Plan includes a test of long duration, the Concessionaire will have to request a specific authorization to perform it from ANP.



7.8 The implementation of the Long Term Test without the reuse or reinjection of the Natural Gas will be limited to a period of 180 (one hundred and eighty) days, at least in exceptional cases, at the exclusive discretion of ANP.



CLAUSE EIGHT - DECLARATION OF COMMERCIALITY



Concessionaire Option



8.1 Before the end of the Exploration Phase, the Concessionaire, by means of formal and in writing notification to ANP, may, at its sole discretion, make the Declaration of Commerciality of the Discovery, provided the Discovery Assessment Plan approved by ANP is fulfilled.



8.1.1 If it has not been submitted to ANP yet, the Final Discovery Assessment Report should accompany the Declaration of Commerciality.



Postponement of the Declaration of Commerciality



8.2 If the main accumulation of hydrocarbon discovered and assessed in a Concession Area is Natural Gas, the Concessionaire may ask ANP permission to postpone the Declaration of Commerciality in up to 5 (five) years, under the following assumptions:



a) Lack of market for Natural Gas to be produced, with the expectation of its creation in a term of less than 5 (five) years.



b) Lack or inadequacy of transportation infrastructure for the movement of Natural Gas to be produced by the Concessionaire, with the expectation of its deployment in less than 5 (five) years.



8.2.1 The request for postponement of Commerciality Declaration must be made in a detailed, formal and in writing manner.



8.3 If the main accumulation of hydrocarbon discovered and assessed in a Concession Area is Oil, the Concessionaire may ask ANP permission to postpone the Declaration of Commerciality in up to 5 (five) years, under the following assumptions:



a) Lack of technology for the Production, marketing or refining with expectation of its emergence in a term of less than 5 (five) years.



b) The volume of the Discovery is such that its commerciality depends on additional Discoveries to be made in the very Block or in adjacent Blocks, aiming at the development of all operations.



Page 23Contract XX-XXX-XX_R11 Process n 48610.XXXXXX/XXXX-XX



8.3.1 The request for postponement of Commerciality Declaration must be made in a detailed, formal and in writing manner.



8.4 The Concessionaire may request ANP that the period for which the Declaration of Commerciality is postponed be extended for 5 (five) additional years.



8.5 If ANP, at its sole discretion, deems the reason that caused the postponement mentioned in paragraphs 8.2 8.2 and 8.3 8.3to have been overcome, the Concessionaire will have a period of 30 (thirty) days to, at its sole discretion, submit the Declaration of Commerciality.



8.5.1 In this case, the Concessionaire will have the period of up to 180 (one hundred and eighty) days to submit a Development Plan for the approval of ANP, not applying the provisions in paragraph 10.3.1 10.2.1.



8.6 The Contract will be suspended during the postponement of the deadline for delivery of the Declaration of Commerciality.



8.7 The postponement of the deadline for the submission of the Declaration of Commerciality shall be applied exclusively to the area previously withheld for Discovery Assessment.



Return of the Discovered and Assessed Area



8.8 The non-submission of the Declaration of Commerciality in a timely manner by the Concessionaire involves the full law extinction of the Contract in relation to the respective area retained for Discovery Assessment.



Continuity of Exploration and/or Assessment



8.9 The fact of the Concessionaire perform one or more Declarations of Commerciality does not exempt it from fulfilling the Minimum Exploratory Program.



Page 24Contract XX-XXX-XX_R11 Process n 48610.XXXXXX/XXXX-XX



CAPÍTULO III - DEVELOPMENT AND PRODUCTION



CLAUSE NINE - PRODUCTION STAGE



Beginning and Duration



9.1 The Production Phase of each field will begin on the date of submission of the Declaration of Commercially by the Concessionaire to ANP, and will have a duration of 27 (twenty-seven) years, and may be reduced or extended, as per the provisions of paragraphs 9.3 9.3, 9.4 9.4 and 9.6 9.6.



9.2 All references to the extension or termination of this Contract, in this clause nine, relate to each field individually, to which corresponds a Production Stage distinct from the others.



Extension by the Concessionaire



9.3 The Concessionaire may plead the extension of the deadline set forth in paragraph 9.1 9.1, and will have to submit, with a minimum notice of 24 (twenty four) months from the end of that period, a formal request in writing to ANP, accompanied by a review of the Development Plan.



9.3.1 ANP will manifest itself on the request for review of the Development Plan and extension of the production phase in a maximum time limit of 180 (one hundred and eighty) days, and can justifiably reject the proposal from the Concessionaire or make it to the modifications of the Development Plan review.



Extension by ANP



9.4 ANP may, by notification in writing and formal, made with a minimum advance of 240 (two hundred and forty) days after the end of the term set forth in paragraph 9.1 9.1, ask the Concessionaire to proceed with the operation of the field for the additional amount of time the Agency deems appropriate.



9.4.1 The Concessionaire may only refuse the request of ANP in a justifiable way, not being obliged to continue the operation of the field in conditions which it considers as uneconomical.



9.4.2 After three months have passed after the proposal of ANP, the lack of response of the Concessionaire will be considered as a tacit acceptance.



9.4.3 The contract will be extended for the said additional time.



Consequence of the Extension



9.5 If the extension of the Production Phase takes place, in accordance with paragraphs 9.3 9.3 or 9.4 9.4, the Parties will still be bound by the exact terms and conditions of this Contract, except exclusively made to eventual amendments agreed due to and for the purposes of such extension.



Page 25Contract XX-XXX-XX_R11 Process n 48610.XXXXXX/XXXX-XX



9.5.1 At the end of the production phase, will be applied, mutatis mutandis, the said paragraphs 9.3 9.3 or 9.4 9.4, for the purposes of a possible new extension.



Rescission



9.6 At any time during the production phase the Concessionaire may rescind this Contract in respect of all fields or any of these, through formal notification in writing to ANP.



9.6.1 The Concessionaire may not interrupt or suspend the Production committed in the production programs of fields or areas of development concerned during the minimum period of 180 (one hundred and eighty) days from the date of the notice of intent to rescind.



Return of the Field



9.7 Once the production phase is completed in accordance with paragraph 9.1 9.1, the field will be returned to ANP.



9.8 At its discretion, ANP may adopt the measures necessary for the continued operation of the field, and may also promote new recruitment over the last six months of production or after the refusal of the Concessionaire to proceed with the operation of the field, in accordance with paragraph 9.4.1 9.4.1.



9.8.1 The Concessionaire will make every effort and will adopt all reasonable measures in order to, over the last 6 (six) months of production or from the notification described in paragraph 9.5 9.5, properly transfer the operations for the new operator, so as not to undermine the administration and production of the field.



9.9 In any event, the Concessionaire will be obliged to comply with the provisions of paragraphs 3.4 3.4 and 3.5 3.5.



9.10 Within a period of no less than 180 (one hundred and eighty) days before the end of production, the Concessionaire must submit to ANP a facility shutdown schedule, describing in detail all the necessary actions for the deactivation of the premises.



9.10.1 The facility shutdown schedule must strictly comply with the applicable legislation and be in agreement with the Best Practices of the oil industry, noting also the provisions of Clause Twenty One and the other relevant provisions concerning to the reversion of property provided for in paragraphs 18.6 18.6 and 18.7 18.7.



9.10.2 ANP will take the time limit of 60 (sixty) days, after receiving the facility shutdown schedule to approve it or request the Concessionaire the changes it deems appropriate.



9.10.3 If ANP requests modifications, the Concessionaire will have sixty (60) calendar days after receiving the notification, to present them, thus repeating the procedure provided for in this paragraph.



Page 26Contract XX-XXX-XX_R11 Process n 48610.XXXXXX/XXXX-XX



9.10.4 ANP may determine the Concessionaire not to make the flattening of certain wells or not to disable or remove certain facilities and equipment.



9.10.4.1 ANP will be liable for such wells, facilities and equipment after the departure of the Concessionaire.



9.10.5 The beginning of the implementation of the facility shutdown schedule may not occur before 180 (one hundred and eighty) days from the date of its presentation, except when expressly authorized by ANP.



9.11 The termination of this Contract on a given Development Area or Field will only occur after the completion of the respective facility shutdown schedule approved by ANP, with the immediate return of the corresponding area, taking into account the provisions in paragraphs 3.3 3.3 and 3.4 3.4.



9.11.1 The Concessionaire will not be granted with any compensation for the investments made.



CLAUSE TEN

DEVELOPMENT PLAN



Content



10.1 The Development Plan must take into account:



a) The rationalization of production;

b) Control of the decline of the reserves;

c) The minimization of the burning of Natural Gas and emissions of greenhouse gases to the atmosphere;

d) Reuse system or reinjection of the associated Natural Gas, noting that only the burning of Natural Gas in flares for reasons of safety, emergency, and commissioning will be admitted, in the form of the Law; and

e) The appropriate treatment to the contaminants and natural resources resulting from the activities of production, avoiding their disposal into the environment.



Deadlines



10.2 The Development Plan must be submitted to ANP by the Concessionaire within 180 (one hundred and eighty) days from the Declaration of Commerciality.



10.2.1 If the Declaration of Commerciality is postponed, as provided for in paragraphs 8.2 8.2 and 8.3 8.3, the Development Plan must be submitted on the date of the Declaration of Commerciality, unless the exception provided for in paragraph 8.5.



Development Area



10.3 The development area should cover the entire Deposits to be produced.



Page 27Contract XX-XXX-XX_R11 Process n. 48610.XXXXXX/XXXX-XX



10.3.1 The Development Area shall be delimited on the basis of the data and information obtained during the implementation of the exploration and discovery assessment and in accordance with the Best Practices of the oil industry.



10.3.2 The development area should be limited by a single line as per the applicable legislation, covering, besides all of the ore body, a maximum of 1 (one) kilometer in width in a surrounding range of technical security, except for exceptional situations at the sole discretion of ANP.



10.3.3 During the development phase, the Concessionaire may request in a formal and written way to ANP the modification of the Development Area in order to incorporate other parcels of the Concession Area, provided:



a) It is found that one or more deposits go beyond the development area.



b) The plots intended to incorporate have not been returned by the Concessionaire in compliance with the provisions of the Contract.



10.4 The Development Area to be retained shall be that contained in the Final Discovery Assessment Report approved by ANP.



10.4.1 If the development area is different from that in the Final Discovery Assessment Report, the Concessionaire must fit it in accordance with paragraph 10.7 10.6.



10.5 The Concessionaire shall retain, from the Development Area, only the area of the field that may result from it.



10.5.1 The Concessionaire must immediately return the remaining parcels to ANP, taking into account the provisions in paragraphs 3.4 3.4 and 3.5 3.5.



10.5.2 The area of each field should be limited by a single closed polygonal line, drawn in accordance with applicable laws.



Adoption and Implementation of the Development Plan



10.6 ANP will have the time limit of 180 (one hundred eighty) days, after receiving the Development Plan to approve it or request the Concessionaire the changes it deems appropriate.



10.6.1 If ANP does not respond within this period, the development plan shall be deemed approved.



10.6.2 If ANP requests modifications, the Concessionaire will have the time limit of sixty (60) days after receiving the notification, to present them to ANP, thus repeating the procedure provided for in this paragraph 10.7 10.6.



10.6.3 The non-approval of the development plan by ANP, taking into account the provisions of this paragraph, means the full right



Page 28Contract XX-XXX-XX_R11 Process it 48610.XXXXXX/XXXX-XX



extinction of the Contract in relation to the respective development area.



10.6.4 The untimely delivery of the Development Plan subjects the Concessionaire to the application of sanctions provided in Clause twenty-nine and in the Applicable Law.



10.6.4.1 Once the non-delivery of the Development Plan is found within the deadline established in this paragraph, ANP shall notify the Concessionaire to present it in a maximum period of ten (10) days, after which the Contract will be terminated in relation to the respective development area.



10.7 Until the Development Plan is approved, the Concessionaire may only carry out any work or lead any operation in the area of the field with the prior approval of ANP.



10.7.1 The Concessionaire must formulate reasoned request, formal and in writing, in which the precepts for the conservation of petroleum resources should be taken into account, ensuring the operational safety and environmental preservation.



10.8 The Concessionaire, during the production phase, will conduct all operations in accordance with the development plan approved by ANP.



10.9 Any Discovery of a New Reserve of Oil or Natural Gas in the Concession Area must be notified by the Concessionaire to ANP, on an exclusive basis, formal and in writing, within a maximum deadline of seventy-two (72) hours. The notification must be accompanied by all relevant data and information available.



10.9.1 If the Concessionaire holds interest to incorporate the discovery of the new reservoir to the field, it must submit a Discovery Assessment Plan to the approval of ANP.



10.9.2 The Commercial Discovery will only be incorporated into the system of production of the field after approval by ANP, of the Final Discovery Assessment Report and review of the Field Development Plan, except when expressly authorized by ANP.



Revisions and Amendments



10.10 The Development Plan should be revised or amended in the following assumptions:



a) By requirement of ANP or by request of the Concessionaire if, at any time, it no longer meets the applicable legislation, or the Best Practices of the oil industry or the national interest; and



b) By request of the Concessionaire, if changes occur in the technical or economic conditions assumed in its preparation.



10.10.1 The Concessionaire must formulate reasoned request, formal and in writing.



Page 29Contract XX-XXX-XX_R11 Process n 48610.XXXXXX/XXXX-XX



10.10.2 To the revisions of the Development Plan shall be applied, mutatis mutandis, the provisions contained in paragraph 10.7 10.6, including the non-approval of the revisions by ANP.



Buildings, Facilities and Equipment



10.11 The Concessionaire will be responsible for all buildings and facilities and for the supply of equipment for the extraction, processing, collection, storage, measurement and transfer of production.



10.11.1 The Concessionaire must take into account the provisions set out in the applicable legislation for the treatment or processing of Natural Gas, as well as the storage of Natural Gas, and transportation of oil, its derivatives and Natural Gas.



10.11.2 The definition by the Concessionaire of actions related to paragraph 10.12 10.11, including with respect to the inflow of resources needed, will be mandatory so it may be able to characterize the commerciality and develop the Discovery.



CLAUSE TEN FIRST

PRODUCTION STARTING DATE AND ANNUAL PRODUCTION SCHEDULES



Start of Production



11.1 The date of commencement of production of each field must occur within a maximum time limit of 5 (five) years, which may be extended at the discretion of ANP, from the date of submission of the Declaration of Commerciality.



11.1.1 The Concessionaire will keep ANP informed on the forecasts as to the date of commencement of production of each field.



11.1.2 The Concessionaire must inform ANP the beginning date of the production, by formal notification in writing, within 24 (twenty four) hours after its occurrence.



Annual Production Schedule



11.2 The Annual Production Schedule should be in accordance with the Development Plan for the field, the applicable legislation and Best Practices of the oil industry.



11.3 The Annual Production Schedule should include reasoning about variation equal or greater than 10% (ten percent) in total annual amount of production therein informed, in relation to that laid down in the Development Plan.



11.4 Until the 31st October of each calendar year, the Concessionaire must deliver to ANP, for each field, the Annual Production Schedule of the subsequent year.



11.5 The Annual Production Schedule for the calendar year in which the production has begun should be delivered by the Concessionaire to ANP with a minimum notice of 60 (sixty) days of the date of commencement of the planned production.



Page 30Contract XX-XXX-XX_R11 Process n 48610.XXXXXX/XXXX-XX



11.6 If ANP approves the continuity of production, without interruption, after a test of long duration, the revision of the Annual Production Schedule must be submitted with a minimum notice of 60 (sixty) days of the end for this test.



11.7 Once the Annual Production Schedule is delivered, the Concessionaire will be, without prejudice to the provisions of paragraph 9.6 9.6, obliged to fulfill it, and any changes will be subject to the provisions of the Contract.



Approval of the Annual Production Schedule



11.8 ANP will have the time limit of 30 (thirty) days, after receiving the Annual Production Schedule to approve it or request the Concessionaire the changes it deems appropriate.



11.8.1 If ANP request modifications, the Concessionaire must resubmit the Annual Production Schedule including such changes.



11.8.1.1 The Schedule should be resubmitted within 30 (thirty) days from the requested date.



11.8.2 If the Concessionaire disagrees with the proposed changes, it may discuss with ANP amendments it deems appropriate to adjust the changes to be implemented in the Annual Production Schedule.



11.9 The Concessionaire is obliged to comply with the Annual Production Schedule submitted to ANP with the changes that may have been determined by the Agency, applying to these changes the procedure laid down in paragraph 11.8 11.8.



11.10 If, at the beginning of the period to which a particular Annual Production Schedule refers to, the Parties are in conflict due to the application of the provisions in paragraph 11.8 11.8, it will be used in any month and up to the solution of this conflict, the lowest production level among those proposed by the Concessionaire and ANP.



Review



11.11 The Parties may adjust, at any time, the review of an annual schedule of ongoing production, provided such review satisfies the provisions of sections 11.2 11.2 to 11.7 11.7.



11.12 When the review is being proposed by ANP, the Concessionaire will have 30 (thirty) days after receiving the notification to discuss it with ANP and present it a revised Annual Production Schedule.



11.12.1 Any revisions will apply, in which incumbent upon, the provisions of paragraphs 11.8 11.8.



Variation in the Produced Volume



11.13 The volume produced in each field, each month, may not undergo variation greater than 15% (fifteen percent) in relation to the volume of the level of production scheduled for the corresponding month in the Annual Production Schedule.



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11.13.1 A variation greater than this percentage that results from technical reasons will be allowed, unforeseen circumstances or force majeure, to be assessed by ANP.



11.13.2 The Concessionaire must present justification, in a formal and written way to ANP until the 15th (fifteenth) day of the following month.



Temporary Production Interruption



11.14 According to the Best Practices of the oil industry, the Concessionaire must request ANP to approve, by means of prior and express manifestation, the interruption of the production of a field, for a maximum period of one year, except in cases of emergency or force majeure, in which the interruption should be notified immediately.



11.14.1 ANP will assess the request within 60 (sixty) days, or may request clarification to the Concessionaire.



11.14.1.1 The deadline for assessment will be renewed for the same period.



11.15 The interruption of production does not involve the suspension of the course of the contract term, except in the cases provided for in this document.



CLAUSE TEN SECOND

MEASUREMENT, MONTHLY BULLETINS AND PRODUCTION AVAILABILITY



Measurement



12.1 From the date of commencement of production of each field, the Concessionaire must, on periodic and regular basis, measure the volume and quality of oil and/or Natural Gas produced at the measurement point of production.



12.1.1 The methods, equipment and measuring instruments provided for in the Development Plan and according to the applicable legislation should be used.



Monthly Bulletins



12.2 The Concessionaire must submit to ANP a monthly bulletin of production of each field, as per the applicable legislation.



12.2.1 The bulletin should be submitted until the 15th (fifteenth) day of each month following the month of the date of commencement of production of each field.



Availability of Production



12.4 The ownership of the measured volumes of Oil and Natural Gas pursuant to paragraph 12.1 12.1 will be given to the Concessionaire at the measurement point of production.



12.4.1 The quantification of the volumes will be subject, at any time, to supervision and amendments provided for in the applicable legislation.



Page 32Contract XX-XXX-XX_R11 Process n 48610.XXXXXX/XXXX-XX



Free Provision



12.5 Taking into account the provisions in paragraph 12.6 12.6, it is ensured to the Concessionaire the free provision of the volumes of Oil and Natural Gas it is granted with pursuant to paragraph 12.4 12.4.



Supply to the Domestic Market



12.6 In emergency situations that might put at risk the national supply of oil and/or Natural Gas, as well as their derivatives, ANP may determine the Concessionaire to limit its exports of these hydrocarbons.



12.6.1 It is considered as emergency situation that thus decreed by the President of the Republic.



12.6.2 The share of production with limited export should be directed to the supply of the Brazilian market or the composition of strategic inventory for the country.



12.6.3 ANP will formally notify the Concessionaire regarding the limitation of exports with a minimum notice of 30 (thirty) days.



12.6.4 The share of production related to the restriction on the free provision will, every month, be determined in relation to the share proportion by the Concessionaire on the national production of Oil and Natural Gas in the immediately preceding month.



Consumption in Operations



12.7 The Concessionaire may use as a fuel, in the implementation of operations, Oil and Natural Gas produced in the concession area, provided it is done so in reasonable quantities and compatible with the Best Practices of the oil industry.



12.7.1 The Concessionaire must inform ANP, upon reasoned notification, formal and in writing, the quantity of Oil and Natural Gas consumed in the operations and the purpose of their use.



12.7.2 The Concessionaire should include such information in the monthly production bulletin.



12.7.3 The volumes of Oil and Natural Gas consumed in the operations shall be calculated for the purposes of calculating the due Governmental and Third Parties Share, provided for in clause twenty-three.



Production of Test



12.8 The results, raw data and the interpretations of tests of training or production during the execution of operations of this Contract should be informed to ANP immediately after the conclusion of the same.



12.8.1 The information should also include the volumes of Oil, Natural Gas and water produced.



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12.8.2 In the case of tests of long duration, the information should be sent to ANP in accordance with the frequency established in the approved Discovery Assessment Plans.



12.8.3 The productions and movements from tests of long duration should be reported via the Monthly Production Bulletin.



12.9 The volumes of Oil and/or Natural Gas obtained during the long duration tests should be given to the Concessionaire in the form of paragraph 12.4 12.4 and calculated for the purposes of calculating the due Governmental and Third Parties Shares, provided for in clause twenty-three.



Natural Gas



12.10 The volumes of Natural Gas produced under this Contract may be used by the Concessionaire under the terms of paragraph 12.7 12.7.



12.11 The burning in flares should be restricted to prior volumes and formally approved by ANP in accordance with the Best Practices of the oil industry and the applicable legislation, except, in any case, the provisions of article 47, § 3, of Law no. 9,478/97.



Losses



12.12 Any loss of oil or Natural Gas that have occurred under the responsibility of the Concessionaire, as well as the burning of Natural Gas associated with, will be included in the total volume of production to be calculated for the purpose of payment of Governmental and Third Parties Shares provided for in clause twenty-three, in accordance with article 47, § 3, of Law no. 9,478/97, without prejudice to the application of the provisions in Clause twenty-nine and Thirty.



12.13 The burning of Natural Gas in flares will only be allowed for reasons of safety, emergency, and commissioning, being the volume the maximum one specified in the applicable legislation or by authorizations granted by ANP.



12.14 The Production of oil and/or Natural Gas in fields may only be initiated after the completion of the installation of the system of exploration or reinjection of Natural Gas, except in the cases expressly authorized by ANP.



CLAUSE THIRTEEN

INDIVIDUALIZATION OF PRODUCTION



Agreement of Individualization of Production



13.1 The procedure of individualization of production of Oil and Natural Gas should be instituted if it is identified that an ore body extends beyond the Concession Area.



13.2 The agreement of individualization of production and the commitment of individualization of production shall be prepared in accordance with applicable law, as recommended by art. 34 of Law no. 12,351/2010.



Page 34Contract XX-XXX-XX_R11 Process n 48610.XXXXXX/XXXX-XX



CAPÍTULO IV - EXECUTION OF OPERATIONS



CLAUSE FOURTEENTH

EXECUTION BY THE CONCESSIONAIRE



Exclusivity of the Concessionaire



14.1 The Dealer, taking into account the terms, conditions and duration of the contract, will hold the exclusive right to carry out the operations in the Concession Area.



Designation of the Operator by the Concessionaire



14.2 The Operator is designated by the Concessionaire, for, on its behalf:



a) Lead and perform all the operations provided for in this Contract;

b) Submit all plans, programs, proposals and communications to ANP; and

c) Receive all responses, requests, proposals and other communications from ANP.



14.3 The operator shall be responsible for the full compliance with all the obligations of the Concessionaire established in this Contract relating to any aspect of operations and the payment of Government Holdings.



14.4 The exception from the scope of this paragraph is the provisions relating to the assignment of rights and obligations provided for in clause twenty-eighth of the Contract.



14.5 The operator must hold at least 30% (thirty percent) of the Contract share throughout its duration.



14.6 The operator may renounce from its function at any time by notifying ANP with a minimum notice of 90 (ninety) days after the date of realization of the renunciation.



14.7 The operator may be removed by ANP in the event of noncompliance of any of the clauses of this Contract, if it does not correct its fault within 90 (ninety) days after receiving the notification of this Agency indicating the alleged noncompliance.



14.8 In the cases provided for in paragraphs 14.6 14.6 and 14.7 14.7 the Concessionaire must appoint a new operator, observing the point "c)"c)of paragraph 28.3 28.3 of this Contract.



14.8.1 The new Operator indicated by the Concessionaire may only carry out its activities after the approval by ANP, assuming all the rights and obligations under this Contract.



14.8.2 The resigned or removed Operator should transfer to the new Operator the custody of all assets used in the Operations, accounting records, archives, and other documents relating to the Concession Area and the operations in question.



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14.8.3 After the transfer, the resigned or removed operator will be liberated and relieved from all obligations and liabilities arising from its condition of Operator subsequent to the date of the transfer.



14.8.4 The resigned or removed operator will remain responsible for any acts, events or circumstances that occurred during its management related to its condition of operator.



14.9 ANP may, as a condition for approval of a new operator, require that this and the resigned or devoid operator adopt the necessary measures for the total transfer of information and other aspects related to this Contract.



14.9.1 ANP may require the completion of an audit and inventory until the transfer of the operations to the new operator.



14.9.2 The costs of the audit and inventory should be paid by the Concessionaire.



Diligence in Conducting the Operations



14.10 The Concessionaire must plan, prepare, implement and control the operations in a diligent, efficient and appropriate way, in accordance with applicable laws and with the Best Practices of the oil industry, always respecting the provisions of this Contract and not practicing any act that may define or configure breach of the economic order.



14.11 The Concessionaire must, in all operations:



a) Adopt the necessary measures for the conservation of oil resources and other natural resources, for the protection of human life, heritage and environment, in accordance with Clause Twenty First;



b) Obey the rules and technical, scientific and security relevant procedures, even as for the recovery of fluids, aiming at the rationalization of production and control of the decline of the reserves; and



c) Employ, whenever appropriate and economically justified, at the discretion of ANP, technical experience and more advanced technologies, including those that can increase the economic yield and production of the deposits.



14.12 It is the duty of the Operator Concessionaire:



a) maintain a minimum staff, domiciled in Brazil, fluent in Portuguese language and able to manage the daily operations in an efficient and effective way, as well as respond to incidents as appropriate and immediate; and



b) Continuously monitor all the activities that involve operational, environmental or human health risks, through a monitoring center, necessarily located in Brazil.



14.12.1 The staff referred to in "a" must be designed according to the Best Practices of the Oil Industry and keep direct proportionality with operational and environmental risks assumed by the Operator Concessionaire.



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14.12.2 The monitoring center referred to in "b" must be located onshore and endowed with technology and size compatible with the risks taken by the Operator Concessionaire according to the Best Practices of the Oil Industry.



Licenses, Permits and Permissions



14.13 The Concessionaire must, at its own expense and risk, obtain all the licenses, permits, permissions and rights required under the law, by determination of the competent authorities or by reason of right of third parties or not in this Contract, including those relating to the environment, and which are necessary for the execution of operations, aiming at among others the free entry, exit, import, export, customs clearance, handling, construction, installation, possession, use, or consumption, both as regards the country as the Concession Area, any people, services, processes, technologies, equipment, machinery, materials and goods in general, including the use of natural resources, pursuant to paragraph 2.7 2.7, installation or operation of means of communication and data transmission, and transport by land, river, lake, sea or air.



14.13.1 If the licenses, permits, permissions and rights are dependent on agreement with a third party, the negotiation and execution of such agreements shall be the sole responsibility of the Concessionaire, being ANP able to provide the assistance described in paragraph 15.4 15.4.



14.14 The Concessionaire will respond for the infringement of the right of use of materials and execution processes protected by trademarks, patents or other rights, at his own expenses the payment of any obligations, burden, commissions, indemnifications or other expenses resulting from the infringement, including the judicial ones.



Free Access to the Concession Area



14.15 For the duration of this Contract, and complied with the provisions of paragraph 14.3 14.3 , the Concessionaire will have free access to the Concession Area and its facilities located therein.



Drilling and Abandonment of Wells



14.16 The Concessionaire shall previously notify ANP in a formal and in writing way, of the drilling starting of any well in the Concession Area.



14.16.1 Together with the notification, the Concessionaire must submit to ANP a work schedule with detailed information about the drilling operations, equipment and materials to be used.



14.17 The Concessionaire may interrupt the drilling of a well and abandon it before reaching the predicted stratigraphic objective, taking into account the applicable legislation and in accordance with the Best Practices of the oil industry.



14.17.1 If the well is part of the Minimum Exploratory Program and does not reach the stratigraphic objective established in Annex II, its drilling will



Page 37Contract XX-XXX-XX_R11 Process n 48610.XXXXXX/XXXX-XX



not be calculated for the purposes of conversion into work units, unless ANP, at its sole discretion, so decides.



Programs for Additional Work



14.18 The Concessionaire may, at any time, propose the implementation of programs for additional work in the Concession Area.



14.18.1 The additional work schedule proposed and the investment required to implement it should be submitted to ANP, taking into account the terms of this Contract.



Acquisition of Data Outside the Concession Area



14.19 ANP may authorize the acquisition, by the Concessionaire, of geological, geochemical and/or geophysical data outside the limits of the Concession Area.



14.19.1 The Concessionaire must make formal and in writing request containing the technical justification for the acquisition of data.



14.19.2 The data acquired from outside the limits of the Concession Area will be classified as public immediately after their acquisition.



14.19.3 The Concessionaire must deliver to ANP data and information acquired from outside the limits of the Concession Area as per the applicable legislation.



14.19.4 The activities performed outside the limits of the Concession Area will not be considered for abatement of the Minimum Exploratory Program.



CLAUSE FIFTEEN

OPERATIONS CONTROL AND ASSISTANCE BY ANP



Follow Up and Monitoring by ANP



15.1 ANP, directly or through arrangements with bodies of the Federal Government or States or the Federal District, shall perform the monitoring and permanent supervision of operations in the Concession Area.



15.1.1 The action or omission of the monitoring and supervision mentioned in this paragraph in no way shall exclude or reduce the responsibility of the Concessionaire for the faithful fulfillment of obligations.



Access and Control



15.2 ANP will have free access to the Concession Area and ongoing operations, equipment and facilities that are referred to in paragraph 18.5 18.5, and to all records, studies and technical data available, for the purposes of monitoring and inspection referred to in paragraph 15.1 15.1, and for the survey of processes, facilities and equipment.



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15.2.1 The Concessionaire must provide to the representatives of ANP transport, food and accommodation in the facilities on equal terms to those supplied to its own staff.



15.2.2 For the purposes of data survey, information or telling of responsibilities on operational incidents, the access will be maintained by the Concessionaire by providing unrestricted and immediate transport, food and accommodation to the representatives of ANP.



15.3 The Concessionaire should provide the information requested by ANP and allow free access to authorities that have jurisdiction over any of its activities.



Assistance to the Concessionaire



15.4 ANP, when requested and in strict legal limit of its powers, can provide assistance to the Concessionaire in obtaining licenses, permits, permissions and rights referred to in paragraph 14.13 14.13.



15.4.1 ANP shall appraise the processes aiming to the declaration of public utility mentioned in paragraph 18.4 18.4.



Exemption of Liability by ANP



15.5 The Concessionaire, at its own expenses and risk, is fully responsible for the execution of operations, not lying with ANP any liability as a result of the assistance requested and possibly provided.



CLAUSE SIXTEEN

ANNUAL WORK AND BUDGET SCHEDULE



Correspondence between the Content and Other Plans and Schedules



16.1 The Annual Work and Budget Schedules should keep strict agreement with the other required and approved plans and schedules of work and investment.



Deadlines



16.2 The Concessionaire must submit to ANP, up to 31 (thirty one) October of each year, the Annual Work and Budget Schedule according to the applicable legislation, in compliance with paragraph 32.1 32.1.



16.2.1 The first Annual Work and Budget Schedule should cover the remainder of the current year and must be presented by the Concessionaire within 60 (sixty) days from the date of entry into force of this Contract.



Revisions and Amendments



16.3 ANP will have the time limit of 30 (thirty) days, after receiving the Annual Work and Budget Schedule to approve it or request the Concessionaire the changes it deems appropriate.



16.3.1 If ANP requests modifications, the Concessionaire will have 30 (thirty) days from the date of such request to submit the Annual Work and



Page 39Contract XX-XXX-XX_R11 Process n 48610.XXXXXX/XXXX-XX



Budget Schedule with the changes determined by ANP, thus repeating the procedure provided for in paragraph 16.3.



16.4 The Concessionaire must comply with the Annual Work and Budget Schedule submitted to ANP, with the changes that may have been determined by the Agency.



16.5 The submission of Annual Work and Budget Schedules, as well as the revisions and amendments thereto, in no way shall jeopardize, invalidate or diminish the obligations assumed by the Concessionaire under this Contract.



CLAUSE SEVENTEEN

DATA AND INFORMATION



Supply by the Concessionaire



17.1 The Concessionaire must keep ANP informed about the progress, results and deadlines of the operations.



17.1.1 The Concessionaire will send ANP copies of maps, sections, profiles, acquired data, studies and geological, geophysical and geochemical reports, including interpretations, data from wells and tests, in addition to reports or any other documents defined in specific regulations and obtained as a result of operations and from this Contract containing information necessary for the characterization of the progress of the work and the geological knowledge of the Concession Area.



17.1.2 In accordance with art. 22 of Law no. 9,478/197, the technical collection consists of the technical data and information on the Brazilian sedimentary basins and an integral part of the national petroleum resources, and such data and information, including those relating to the geology, geophysics and geochemistry of the concession area, are to be delivered by the Concessionaire to the administration of ANP.



17.1.3 ANP must ensure compliance with the periods of confidentiality, in accordance with the applicable legislation.



17.1.4 The quality of the copies and reproductions of other data and information mentioned in this paragraph shall save absolute fidelity and standard equivalent to the originals, including the color, size, readability, clarity, compatibility and other relevant characteristics.



Abroad Processing or Analysis



17.2 The Concessionaire may send abroad samples of rocks and fluids, or data of geology, geophysics and geochemistry.



17.2.1 The sending will only be allowed if aimed at the analysis, test, or the processing of data.



17.2.2 The sending is subject to the prior and express authorization of ANP.



17.2.3 The Concessionaire must send to ANP a formal request in writing, containing, in relation to samples or data:



Page 40Contract XX-XXX-XX_R11 Process n 48610.XXXXXX/XXXX-XX



a) The justification on the need of the sending abroad.



b) Detailed information, as well as indication of their equivalent kept in the country;



c) Detailed information on the analyzes, tests and processes that will be submitted, emphasizing the tests of destructive nature, if provided for;



d) Data about the institution of destination;



e) The estimated date for completion of the analysis, tests and processes; and



f) The estimated date of return to the country;



17.2.4 The Concessionaire must:



a) Keep copy of information or data or equivalent of the sample in the national territory;



b) Return the samples and/or data to the country, after the analysis, test or processing;



c) Provide ANP with the results obtained with carried out analyzes, tests and processing, meeting the deadlines of the applicable legislation.



CLAUSE EIGHTEEN - GOODS



Goods, Equipment, Facilities and Materials



18.1 The Concessionaire must provide directly, buy, rent, lease or in any other way obtain, at its own expenses and risk, all the goods, movable and immovable estates, including, but not limited to, facilities, buildings, systems, equipment, machines, materials and supplies, which are necessary for the execution of the operations.



18.1.1 The purchase, rent, lease or obtainment may be carried out in Brazil and abroad, provided the applicable legislation is respected and the provisions laid down in paragraph 19.7 19.7 and the other provisions of this Contract are followed.



Licenses, Permits and Permissions



18.2 The Concessionaire will be fully responsible, in accordance with paragraph 14.13 14.13for obtaining all licenses, permits and permissions necessary for the acquisition or use of the property referred to in paragraph 18.118.1.



Expropriations and Easements



18.3 The Concessionaire must, at its own expenses and risk, subject to the provisions in paragraph 18.2 18.2, promote the expropriations and constitute the easements of immovable properties necessary to the fulfillment of this



Page 41Contract XX-XXX-XX_R11 Process n'48610.XXXXXX/XXXX-XX



Contract, as well as carrying out the payment of any and all damages, costos or expenses arising from it.



18.4 ANP will deal with the case aiming for the declaration of public utility, for the purposes of expropiation and institution of state easements of the immovable property referred to in paragraph 18.3 18.3, b means of a justified request, formal and in writing from the Concessionaire.



Facilities or Equipment out of the Concession Area



18.5 The ANP may authorize the positioning or the construction of facilities or equipment in a place outside the Concession Area, aiming for complementing or optimizing the logistic structure related to the operations.



18.5.1 The Concessionaire must submit to ANP a justified, formal and written request for the positioning of facilities or equipment outside the limits of the Concession Area.



18.5.2 The rationale should include technical and economic aspects, as well as the project of positioning or construction, as the case may be.



18.5.3 It should als be applied to the equipment and facilities the provisions of Clause Twenty First.



Return of Areas and Reversion of Property



18.6 To make the return of areas part of the Concession Area, the Concessionaire will strictly fulfill, in addition to the provisions of paragraphs 3.4 3.4, 18.8 18.8 to 18.11 18.11 and in clause twenty first of this Contract, all other provisions of the applicable law and in accordance with the Best Practices of the Oil Industry on the return and abandonment of areas and removing and reversion of property.



18.6.1 The return does not exempt the Concessionaire from the fulfillment of all the outstanding obligations or responsibility for the liabilities, irregularities or infractions found a posteriori, in accordance with applicable laws.



18.7 If there are, in the Concession Area, wells or pre-existing production infrastructure which may, at any time during the term of the Contract, be used for any purpose, the Concessionaire will take the responsibility, without the right to wavier or anytyoe if compensation by ANP and Federal Government, on the obligations provided in clauses eighteen and twenty-one.



18.8 The planning and executions of any operations of decommissioning and abandonment, including with regard to areas, wells, structures, fields, transfer lines, parts or units of installations of surface and sub-surface, onshore and offshore, should be made in accordance with applicable legislation, still taking into account the provisions of Clause Twenty Firts.



18.8.1 The planning of the decommissioning and abandonment and the mechanisms to provide the necessary funds should be provided for in its Development Plan, in accordance with paragraph 10.1 10.1



18.8.2 The costo of the decommissioning and abandonment operations should be provided so as to cover the activities of definitive abandonment of



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Contract XX-XXX-XX_R11 Process n`48610_XXXXXX/XXXX-XX



wells, deactivation and removal of lines and facilities, and rehabilitation of areas, according to the applicable legislation.



Guarantees of Decommissioning and Abandonment



18.9 The Concessionaire must submit, when requested by ANP, guarantee of decommissioning and abandonment, through warranty insurance, letter of credit, fund for provisioning or other forms of guarantees accepted by the Agency, in accordance with the approved Development Plan and the applicable legislation.



18.9.1 The amount of the field decommissioning and abandonment guarantee will be reviewed by request of the Concessionaire or ANP, if there are events that may change the cost of abandonment and decommissioning operations.



18.9.2 ANP may audit the accounting procedures used by the Concessionaire.



18.9.3 If the guarantee of decommissioning and abandonment is formed through fund of provisioning, the balance found after the completion of all of the necessary decommissioning and abandonment operations of the field will be of exclusive right of the Concessionaire.



18.9.4 The presentation of the decommissioning and abandonment guarantee does not relieved the Concessionaire from holding on its expenses and risk, all the operations necessary for the decommissioning and abandonment of the field.



Goods to be Reverted



18.10 Under the terms of arts. 28 and 43 (VI) of Law no. 9,478/1997 and the applicable law, any movable and immovable property, main and accessories, members of the Concession Area, and that, at the sole discretion of ANP, are needed to enable the continuity of operations or whose use is considered of public interest will accrue to possession and ownership of the Federal Government and the administration of ANP in the case of termination of this Contract or the return of parcels in the Concession Area.



18.10.1 If there is sharing of goods for the operations of two or more fields in the concession area, the Concessionaire may retain such assets until the closure of all operations.



18.11 The general scheme of goods used by the Concessionaire in the implementation of operations of this contract is the reversal of these goods.



Removal of Goods Not Reverted



18.12 The goods not reverted in accordance with paragraph 18.10 18.10, including the not usable, should be removed and/ or discarded by the Concessionaire, on its own expenses and risk, in accordance with the provisions of this Contract and the applicable legislation.



________________________________________________________

Page 43Contract XX-XXX-XX_R11 Process n: 48610.XXXXXX/XXXX-XX CLAUSE NINETEEN STAFF, SERVICES, AND SUBCONTRACTS Staff 19.1 The Concessionaire, directly or by any other form should recruit and hire, on his own expenses and risk, and, for all purposes, the sole and exclusive employer, all labor required for the execution of operations, taking into account the provisions in clause 14.12 14.12. 19.1.1 The recruitment and hiring may be carried out in Brazil or abroad and according to selection criterion of the Concessionaire, provided the Applicable Law is respected, even with respect to the minimum percentage of Brazilian labor used. 19.2 The Concessionaire will be solely and fully responsible, in Brazil and abroad, for arrangements relating to the entry, exit and stay in the country of its foreign staff. 19.3 The Concessionaire must take into account, regarding hiring, retention and release of personnel, work accidents, industrial safety, what the applicable legislation disposes of, being exclusive and fully responsible for the declaration and payment of social security contributions, labor, pension and other charges and relevant additional, owed for any reason, in the form of the Brazilian law. 19.4 The Concessionaire must promote, at any time, the removal or replacement of any of its technical staff or members of the team due to improper behavior, technical failure or poor health conditions. Services 19.6 The Concessionaire must directly run, hire, or otherwise obtain, on his own expenses and risk, all the services necessary for the fulfillment of this Contract. 19.6.1 The recruitment and hiring of the services may be carried out in Brazil or abroad, provided the Applicable Law is respected, even with respect to the minimum percentage of Brazilian labor used. 19.6.2 If it hires from its affiliates the provision of services, prices, time, quality and other adjusted terms should be competitive and compatible with market practices, complied with the provisions of clause Twenty. 19.7 The Concessionaire must assert for all its contractors and suppliers the provisions of this Contract and the applicable legislations. 19.8 The Concessionaire will respond, fully and objectively, for the activities of its subcontractors that result, directly or indirectly, in damage or injury to ANP or the Federal Government. Page 44











Contract xx-xxx-xx_R11 Process n 48610.xxxxxx/xxxx-xx







19.9 The Concessionaire must keep the inventory and the records of all the

services referred to in paragraphs 19.1 19.1 and 19.6 19.6 updated, taking into

account the applicable legislation.



19.9.1 Any inventory balances not used in other areas of concession,

authorized by ANP, should be treated as rebates of cost in the

operations.





CLAUSE TWENTY

LOCAL CONTENT



Commitment of the Concessionaire to Local Content



20.1 The Concessionaire must:



20.1.1 Meet the Local Content disposed in Annex IX.



20.1.2 Ensure preference to hiring Brazilian suppliers, whenever their offers

present good conditions of price, time and quality that are more favorable,

or equivalent to those of non-Brazilian suppliers.



20.2 The processes of acquisition or hiring of goods and services targeted to the

fulfillment of the object of this Contract shall:



a) Include Brazilian suppliers among the suppliers invited to submit proposals.



b) Provide the specifications of hiring also in Portuguese language;



c) Accept equivalent specifications, provided the Best Practices of the oil

industry are met.



20.2.1 The acquisition of goods and services supplied by affiliates is also subject to

the specifications of this Clause, except in cases of services that, in

accordance with the Best Practices of the oil industry, are usually made by

affiliates.



Benchmarking of Local Content



20.3 For the purposes of benchmarking, the Local Content of goods and services should

be expressed in percentages in relation to the amount of the good or service

purchased or hired.



20.3.1 The Local Content should be proven to ANP through

the presentation of certificates of their Local Content.



20.3.2 The goods and services whose Local Content is inferior to 10% (ten

percent) will be considered as aliens in the computation of Local Content for

the fulfillment of the contractual obligations.



20.3.3 Notwithstanding the above provision, the Local Content on the purchase of

drills, as well as the maritime projects of seismic date acquisition and

chartering of drilling rigs, will still be considered even if its Local Content is

inferior to 10% (ten percent).



20.4 For the determination of the percentage of Local Content, the monetary values

corresponding to the purchases of goods and services will be updated for the

month and year in which the verification of compliance with the provisions in this



















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Contract XX-XXX-XX_R11 Process n 48610.XXXXXX/XXXX-XX clause is accomplished, using the General Market Price Index (IGP-M) of Getulio Vargas Foundation. 20.5 The milestones for Local Content measurement by ANP will be: a) The end of the Exploration Phase; b) The end of each Module of the Development Phase; or c) The closure of the stage of development in a field that does not include modular development. Development Phase for the Purposes of Local Content 20.6 For the purposes of benchmarking of the Local Content, the development phase will begin on the date of submission of the Declaration of Commerciality and will close, for each module of the development phase, with the first among the following occurrences: a) The course of ten years after the extraction of the first oil; b) The abandonment, by the Concessionaire, of the development of the module of the development phase; or c) The achievement of the investments foreseen in the Development Plan. Exemption from the Obligation of Compliance with the Local Content 20.7 ANP may exempt the Concessionaire from the compliance with the Local Content percentage with which it is committed in relation to recruitment of a specific good or service when: a) There is no Brazilian supplier for the purchased product or contracted service; b) All proposals received from Brazilian suppliers present an excessive delivery limit in relation to non-Brazilian counterparts; c) All proposals received from Brazilian suppliers present an excessive price in relation to non-Brazilian counterparts; or d) There is no replacement of a given technology for which there is no off with Local Content. In this case the exemption of compliance with Local Content only applies to goods and services replaced by new technology. 20.7.1 The exemption from the requirement of compliance with the Local content does not extend to the overall percentage of Local Content. 20.7.2 The request must be made in a reasoned way and presented to ANP during the duration of the phase or step in which the exemption is intended. 20.7.3 If ANP has granted the exemption mentioned in the caput of this paragraph due to the conditions provided in "a", "b", "c" and "d", the Concessionaire is obliged to prove the accomplishment of the alleged conditions for the granting of the exemption. Adjustments in the Committed Local Content Percentage Page 46Contract XX-XXX-XX_R11 Process n: 48610.XXXXXX/XXXX-XX



20.8 The Concessionaire may request from ANP the adjustment of the Local Content with which it has committed itself to.



20.8.1 The request for reduction of Local Content should be made in relation to the supply lines of the Table of Local Content, whereas the Local Content for the other items.



20.8.2 The adjustments in the committed Local Content do not extend to the overall Local Content.



20.8.3 The request must be made in a reasoned way and presented to ANP during the duration of the phase or step n which the exemption is intended.



Surplus of Local Content



20.9 If the dealer exceeds the Local Content it undertook, either at the exploration phase or in a module of the development phase, the surplus amount, in Real, may be transferred to the module of the development phase to be implanted thereafter.



20.10 The transfer of the Local Content surplus should be directed to the modules of the development phase in the order of their deployment.



20.10.1 Any balance in excess of Local Content may be transferred to Modules of the subsequent development phase.



20.10.2 The transfer of Local Content surplus amounts:



a) Is bound to previous authorization by ANP.



b) Should be directed to specific items, indicated by the Concessionaire at the time of its transfer request; and



c) Does not relieve the Concessionaire from the compliance with the overall percentage of Local Content.



Fine for Noncompliance with the Local Content



20.11 The noncompliance of Local Content is to subdue the Concessionaire to a fine.



20.11.1 The amount of the fine will be calculated on the non-complied monetary amount, subject to the following percentages:



a) If the noncompliance of Local Content is equal to or greater than 65% (sixty-five percent): 8.NR-1 / 7, in which NR is the Non-Performed Local Content; and



b) If the noncompliance of Local Content is inferior to 65% (sixty-five percent): 60% (sixty percent).



20.12 If there is a noncompliance simultaneously to more than one item of Local Content, the amount of the fine shall correspond to the sum of the fines for each item.



20.13 In the event of non-compliance with the global and Local Content for the items specified in the table of Annex IX, the amount of the fine to be applied to the items will be deducted from the amount of the fine to be imposed for non-compliance with the overall Local Content.



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20.13.1 If the result of the deduction is negative, the fine of the overall Local Content will be null.



20.14 In the event of non-compliance with the Local Content for items and their related sub-items specified in the table of Annex IX, the amount of the fine to be applied to the sub-items will be deducted from the amount of the fine to be imposed for non-compliance with the Local Content for the items.



20.14.1 If the result of the deduction is negative, the fine of the Local Content of the item will be null.



CLAUSE TWENTY ONE



OPERATIONAL AND ENVIRONMENTAL SAFTEY



Environmental Control



21.1 The Concessionaire must have a safety and environment management system that meets the Best practices of the oil industry and the applicable legislation.



21.2 The Concessionaire must, in the execution of the contract:



a) Ensure the preservation of an ecologically balanced environment;

b) Minimize impacts and/ or damage to the environment;

c) Ensure the safety of operations in order to protect human life and the environment;

d) Ensure the protection of the Brazilian historical and culture heritage;

e) Repair the degraded environment in accordance with the technical solution required by the competent environmental organization;

f) Control the operations so that the methods and substances employed do not involve risk to human life and the environment.



21.3 ANP may request copy of studies submitted for the approval of the competent environmental organization if the realization of their contents may become necessary for instruction/management of the Contract.



21.4 If there is environmental licensing process which the competent organization deems necessary for the achievement of Public Hearing, the Concessionaire must send ANP copy of studies designed to obtain licenses at an earlier date of the Hearing.



21.5 The Concessionaire must submit to ANP copy of the environmental permits and their respective renewals within 30 (thirty) days after its acquisition, or, before that, when necessary to instruct authorization procedure that requires such documents.



21.6 The Concessionaire must immediately inform ANP and the competent authorities of any occurrence, due to fact or act either intentional or accidental, involving risk or damage to the environment or human health, material damage to its own assets or of third parties, fatalities or serious injuries for the personnel or to third parties or unscheduled interruptions of the operations, according to the applicable legislation.



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Contract XX-XXX-XX_R11 Process n 48610.XXXXXX/XXXX-XX



Liability for Damage and Losses



21.7 Without prejudice to the provisions in paragraph 21.1 21.1, the Concessionaire shall assume full and objective responsibility for all damage to the environment that may result, directly or indirectly, from the execution of the operations.



21.7.1 The Concessionaire will have to repair and/or indemnify the damage resulting from the operations.



21.7.2 The Concessionaire must indemnify the Federal Government and ANP pursuant to paragraph 2.2 2.2 to 2.6 2.6, for all and any action, appeal, demand or contested judicial arbitration, audit, inspection, investigation or controversy of any kind, as well as for any indemnifications, compensations, punishments, fines or penalties of any nature, arising from or related to such damages and losses.



CLAUSE TWENTY TWO

INSURANCES



Insurances



22.1 The Concessionaire must provide and maintain in force during the entire duration of the Contract, without restrictions of its responsibility under this Contract, insurance coverage for all cases required by applicable law.



22.1.1 The coverage of such insurance should cover:



a) Goods;

b) Staff;

c) Extraordinary expenses in the operation of wells;

d) Cleaning from accidents;

e) Decontamination from accidents; and

f) Civil Liability for environmental damage.



22.1.2 The Concessionaire should include ANP as co-insuree in policies, when applicable, which does not prejudice the right of full compensation of damages and losses that exceed the compensation received due to the coverage provided for in the policy.



22.2 The self-insurance is admitted, provided it is previously authorized by ANP.



22.3 The Concessionaire must obtain from its insurers the inclusion, in all policies, of a clause by which these expressly waive any rights, implicit or explicit, of subrogation in any rights against ANP or the Federal Government.



22.4 The insurance through affiliates is admitted where provided by a company authorized to perform this activity by the Superintendence of Private Insurance (SUSEP) and previously approved by ANP.



22.5 The policies and global insurance programs of the Concessionaire may be used for the purposes of this clause twenty-two, provided it is previously authorized by ANP.



Page 49Contract XX-XXX-XX_R11 Process n 48610.XXXXXX/XXXX-XX



22.6 The Concessionaire shall deliver to ANP, when requested, copies of all insurance policies and contracts relating to the insurance mentioned in paragraph 22.1 22.1, as well as any addition, change, endorsement, extension or prorogation of the same, and of any related occurrence, complaint or notice of loss.







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CAPÍTULO V - GOVERNMENT CONTRIBUTIONS AND INVESTMENTS IN RESEARCH, DEVELOPMENT AND INNOVATION



CLAUSE TWENTY THREE

CONTRIBUTIONS



Governmental and Third Parties Contributions



23.1 In addition to the signature bonus, paid prior to the date of entry into force of the contract, the Concessionaire will pay the Federal Government and to third parties the following holdings, in accordance with the applicable law:



a) Royalties;

b) Special share;

c) Payment for the occupation or retention of areas; and

d) Payment of share to the owner of the land.



23.2 The Concessionaire will not be exempt from the payment of the Governmental and Third Parties shares in the cases of:



a) Production enjoyed during the long term test period;

b) Suspension of the course of the term of this Contract;

c) Unforeseeable circumstances and force majeure.



CLAUSE TWENTY FOUR

RESOURCES FOR RESEARCH, DEVELOPMENT AND INNOVATION



24.1 If the special share is due to a field in any quarter of the calendar year, the Concessionaire will be obliged to carry qualified expenses with Research, Development and Innovation in the areas of interest and topics relevant to the sector of Petroleum, Natural Gas and Biofuel, in an amount equivalent to 1% (one percent) of the Gross Revenue of the production for such field.



24.1.1 The amount referred to in this paragraph is due for each field, originated from the Concession Area.



24.1.2 The Concessionaire will have up to the 30th June of the year following the calculating calendar year of the gross revenue of production to employ the application of these resources.



24.1.2.1 The Concessionaire shall provide ANP with a full report of the qualified expenditures with Research, Development and Innovation, in the deadlines and formats defined in the applicable legislation.



24.2 At least 50% (fifty percent) of the resources provided in paragraph 24.1 24.1 should be intended for universities or research and development institutes accredited by ANP for the implementation of activities and projects approved by ANP in relevant subjects or priority area, defined in accordance with paragraph 24.6 24.6.



24.3 At least ten percent (10%) of the resources mentioned in paragraph 24.1 must be intended for the hiring of activities of research, development and





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innovation in companies supplying the oil industry, in order to increase the

ability of the industries for the purposes of Local Content.



24.4 The rest of the resources provided in subparagraph 24.1 24.1 could be for the

activities of research and development and innovation, in lines of research or

projects determined by the Concessionaire.



24.4.1 The resources mentioned in this paragraph may be spent on facilities

of the own Concessionaire or through its affiliates, provided it is

located in Brazil, or contracted by the companies based in Brazil

irrespective of the fact of these involve or be related to the operations

of this Contract.



24.5 Eventual qualified expenses with Research, Development and Innovation

carried out by the Concessionaire at amounts greater than the equivalent to

1% (one percent) of the Gross Amount of production may be compensated on

behalf of the Concessionaire for the proof of this requirement in future periods

of this Contract.



24.5.1 Such compensation is restricted to the field in which the applied

resources exceeded the percentage of 1% (one percent).



24.6 A Technical-Scientific Committee, with responsibilities and composition as

defined in a Resolution of ANP, should annually prepare and publish a list of

priority areas, activities and projects of interest and relevant topics in

research, development and innovation for the Oil, Natural Gas and Biofuel

industry, as well as guidelines for the application of resources from the

obligation set out in paragraph 24.2 24.2 and 24.3.





CLAUSE TWENTY FIVE

TAXES





Tax System



25.1 The Concessionaire will be subject to the tax system in the federal, state and

municipal extent, being forced to fulfill it in accordance with deadlines and

conditions set forth in the applicable legislation.



Certificates and Proof of Regularity



25.2 When requested by ANP, the Concessionaire must submit the originals or

certified copies of all certificates, acts of registration, permits, proof of

registration in taxpayers records, evidence of tax regularity, evidence of

regular position in the performance of social burdens imposed by law,

registrations in entities or professional associations, and any other similar

documents or certificates.





CLAUSE TWENTY SIX

CURRENCY AND FOREIGN CURRENCIES



Currency



26.1 The monetary unit, for all the purposes and effects of this Contract, will be the

Real.











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Contract XX-XXX-XX_R11 Process n 48610.XXXXXX/XXXX-XX









Foreign Currency





26.2 The entrance and the remittance of foreign exchange shall follow the Brazilian

laws, including regulations issued by the monetary authorities of the country.





CLAUSE TWENTY SEVEN

ACCOUNTING AND AUDITING





Accounting





27.1 The Concessionaire must, in accordance with the applicable law:



a) Keep all documents, books, papers, records, and other parts;



b) Keep corroborating documents needed for the measurement of Local

Content and Governmental and Third Parties Share that may support the

accounting records;



c) perform the due journal entries;



d) Submit the financial and accounting statements; and



e) Submit to ANP a quarterly expenses report on exploration, development

and production and the local investments report in exploration and

development, in accordance with applicable law.



Audit



27.2 ANP may hold financial and accounting audit of this Contract and the

calculation statements of the Government holdings, in accordance with

applicable law.



27.2.1 ANP will audit directly or through agreements, according to the

applicable legislation.



27.2.2 ANP will notify the Concessionaire at least 30(thirty) days in

advance.



27.2.3 ANP will have broad access to documents, books, papers, records,

and other parts, referred to in paragraph 27.1 27.1, including contracts

and agreements signed by the Concessionaire and related to the

acquisition of goods and services for the operations for the last five

closed calendar years.



27.2.4 The Concessionaire is responsible for the information provided by

third parties.



27.2.5 The Concessionaire must keep at the disposal of ANP certificates of

Local Content in addition to contracts tax documents and other

proving records corresponding to the good or service purchased, for a

term of 10 (ten) calendar years.



27.2.6 ANP may require from the Concessionaire any documents necessary

to resolve any doubts.







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Contract xx-xxx-xx_R11 Process n° 48610.xxxxxx/xxxx-xx







27.2.7 The holding or not of the audit does not exclude or reduce the

responsibility of the Concessionaire for the faithful fulfillment of the

obligations of this Contract.























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Page 54Contract XX-XXX-XX_R11 Process n 48610_xxxxxx/xxxx-xx



CAPITULO VI - GENERAL PROVISIONS



CLAUSE TWENTY EIGHT

ASSIGNMENT OF RIGHTS AND OBLIGATIONS



Assignment



28.1 The Concession Area may be the object of sale with the prior consent of ANP.

28.2 The assignment may result in changes to the Concessionaire or in the division of the Concession Area.

28.3 Assignment treatment will be given to the following assumptions:



a) Total or partial transfer of ownership or rights and obligations arising from this Contract;

b) Merger, split and incorporation of a company part of the Concessionaire consortium;

c) Change of operator or guarantor;

d) Amendment of corporate composition, direct or indirect, that implies the transfer of the majority control of the Concessionaire (fifty percent plus one of the shares or shares of the total with the right to vote).

28.4 The transfer will only be allowed to companies that meet the technical, legal and economic requirements established by ANP in the form of art. 25 of Law no. 9,478/1997.



28.4.1 If the Assignment involves change of operator, ANP should require that the new operator meet the same requirements regarding the technical, financial and legal qualifications set forth in the Tender Protocol.



Undivided Share in the Rights and Obligations



28.5 The assignment in whole or in part of the area of contract will be always an undivided share in the rights and obligations of the Concessionaire, respecting the joint responsibility between the transferor and the transferee in accordance with the applicable law.



Partial Area Transfer in the Exploration Phase



28.6 If the transfer authorized by ANP results in division of the Concession Area, the area to be transferred and the remaining area should be circumscribed by a single polygonal line drawn according to criteria established by ANP.

28.6.1 The resulting areas will be independent for all purposes, including for the calculation of Governmental and Third Parties Equity.

28.6.2 ANP may be define an additional Minimum Exploratory Program for the areas to be divided.



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28.6.3 Each of the divided areas should have a Minimum Exploratory Program associated with it, the sum of activities should be greater than that provided for in the original program.



Assignments of Areas in Production Phase



28.7 The assignment of rights and obligations of part of a field will not be allowed, except as an alternative to an unaccomplished agreement of production individualization, at the sole discretion of ANP.



Participation of the Concessionaire



28.8 Each one of the members of the Consortium, without prejudice to the provisions of paragraph 14.5 14.5 should hold, all the time, at least 5% (five percent) of participation in the Concession Area.



Documents Needed



28.9 The transferor must submit request for assignment to ANP, formally and in writing, adding to its request all documentation required by ANP.



Invalidity of the Assignment and the Need for Prior and Expressed Approval



28.10 Any assignment that does not comply with provisions in this clause twenty-eight will be null in full right.

28.10.1 The assignment of this Contract, by any means, without prior and express approval of ANP, shall be considered null and constitutes a punishable infraction, as provided for in clause twenty-nine and in the Applicable Law.



Approval of the Assignment



28.11 ANP will, within 90 (ninety) days from the date of receipt of the request and the documents referred to in paragraph 28.9 28.9, act in respect of the intended transfer based on reasoned and conclusive opinion.

28.11.1 ANP may require changes or demand additional documents to support the analysis.

28.11.2 Such modifications or requirements must be met within 30 (thirty) days from the request by ANP, giving back to this, after the submission of all documentation requested, the period referred to in paragraph 28.11 28.11.

28.11.3 The process of assignment may be archived when the changes or requests of ANP within the specified period are not complied with.



28.12 The approval of the transfer of rights and obligations of a particular Concession Area by ANP will only happen in the hypothesis of transferor and transferee being in default with the Governmental and Third Parties Holdings, and will be conditioned to the regularity of other obligations to ANP, with the exception of paragraph 29.3.2 29.3.2.



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Contract xx-xxx-xx_R11 Process n`48610_xxxxxx/xxxx-xx



Realization of the Assignment



28.13 Once ANP has approved the transfer, so it may be performed, this Contract should be added, with the exception provided for in paragraph 28. 15 28. 15.



28.14 Within 30 (thirty) days from the date of approval of the assignment, the Parties shall sign the amendment that will formalize the new composition of the contract and indication of the operator.



28.14.1 The amendment signed by the Parties will be effective from the publication of its text in the Official Gazette.



28.14.2 Within 45 (forty five) days after the realization of the assignment, the Concessionaire must submit to ANP copies of the consortium contract or its amendment agreement, duly signed, and the publication of the archiving certificate in the competent trade record.



New Concession Contract



28.15 In the case of division of Concession Area provided for in paragraph 28.3 28.3, a new Concession Contract should be signed for each area resulting from the division, keeping the same terms, obligations, schedules and deadlines of this Contract, taking into the provisions in paragraph 28.6 28.6.



28.15.1 After the approval of the assignment, ANP shall convene the Concessionaire to conclude the new Concession Contracts within 30 (thirty) days from the approval.



28.15.2 The new Concession Contracts signed by the Parties will be effective after the publication of its text in the Official Gazette.



CLAUSE TWENTY FIVE

NONCOMPLIANCE, PENALTIES AND REVOCATION OF THE CONTRACT



Sanctions



29.1 If the Concessionaire fails to comply with any of the obligations set out in this Contract or comply with them at a place, time or form other than that agreed upon, it will incur the penalties provided for in this specific instrument and in the Applicable Law.



29.1.1 The Concessionaire will be held responsible for any loss or damage arising from the defaults.



29.2 If the Concessionaire fails to comply with the applicable legislation, it will incur in the due administrative sanctions, without prejudice to any contractual penalties.



Resolution



29.3 This contract will be resolved, taking into account the provisions in paragraph 29.6 29.6 in the following cases:



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a) Non-compliance, by the Concessionaire, of the contractual obligations within the time limit set by ANP, since it is not a case of full right extinction;

b) Bankruptcy, insolvency or request for judicial recovery by any Concessionaire.



29.3.1 To provide the resolution of the contract, the term referred to in "a" may not be inferior to 90 (ninety) days, except in cases of extreme urgency.



29.3.2 The resolution shall take effect only with relation to the defaulter, and it may transfer its undivided share in rights and obligations of this contract to the other members of the Concessionaire, in accordance with the terms of clause twenty-eight.



29.4 In any of the cases provided for in paragraph "b" will be given a time limit of 90 (ninety) days from the date of the events so the Concessionaire may assign its participation in undivided rights and obligations of this Contract, in accordance with clause twenty-eight.



29.5 If the assignment is not performed, ANP will resolve this Contract with relation to the defaulter Concessionaire, without prejudice, as to such a resolution, of the rights and obligations of the other Concessionaires.



29.6 The resolution of this Contract in the manner of paragraph 29.3 29.3 should be preceded by the observation of the absolute non-fulfillment by the Concessionaire, through administrative process in which it is guaranteed the right to the audi alteram partem principle and full defense.



29.7 If this Contract is settled by ANP, the Concessionaire will respond for the losses and damages resulting from its defaults and the resolution, bearing all due reparations and compensation in the form of the law and this document, still taking into account the provisions in paragraphs 3.5 3.5concerning the return of the Concession Area.



Option for Sanctions



29.8 ANP will not resolve this Contract and apply the penalties indicated in paragraphs 29.1 29.1 to 29.2 29.2in the following cases:



a) The non-fulfillment of the contract by the Concessionaire, at the discretion of ANP, is not serious, or repeated, or developer of incompetence, carelessness or contumacious negligence; and

b) ANP determines there was a diligent action by the Concessionaire in order to correct the violation of the contract.



Extinction



29.9 This contract will be extinct:



a) At any time, by common agreement between the Parties, without prejudice to the fulfillment of the obligations set out in Clause Five; and



b) Of full right, in the cases provided for in this document.



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29.10 In the event of termination, the Concessionaire will not be entitled to any reimbursement.



CLAUSE THIRTY

UNFORESEEABLE CIRCUMSTANCES, FORCE MAJEURE AND SIMILAR CAUSES



Total or Partial Exemption



30.1 The Parties will only no longer meet the obligations of this Contract in the chances of unforeseen circumstances, force majeure and similar causes to justify the failure, as the fact of the administration, the fact of the prince and the unforeseen interferences.



30.1.1 The exoneration of the obligations of the Concessionaire to the debtor will take place only with regard to the obligations of this contract whose irregularity become impossible because of the incidence of unforeseeable circumstances, force majeure or similar causes, recognized by ANP, in accordance with paragraph 30.2 30.2.



30.1.2 The decision of ANP that recognizes the occurrence of unforeseeable circumstances, force majeure or similar causes shall indicate the portion of the contract whose irregularity will be postponed or delayed.



30.1.3 Recognition of the incidence of unforeseeable circumstances, force majeure or similar causes does not exempt the Concessionaire from the payment of Governmental and Third Parties Holding.



30.2 In the case of events that might be considered unforeseeable circumstances, force majeure or similar causes, the affected Party shall notify the other Party immediately, formally and in writing, specifying such circumstances, its causes and consequences. The assignment of the events should be similarly notified.



Modification and Termination of the Contract



30.3 Once the unforeseeable circumstances, the force majeure or similar causes are overcome, it is up to the Concessionaire to fulfill the affected obligations by extending the deadline for compliance with these obligations for the period corresponding to the duration of the event.



30.3.1 Depending on the extent and severity of the effects of unforeseeable circumstances, force majeure or similar causes, the Parties may agree to change the contract or its extinction.



30.3.2 Once the deadline is returned, the Concessionaire will have to comply with the obligations affected.



30.3.3 Depending on the extent and severity of the effects of unforeseeable circumstances, force majeure or similar causes, the Parties may agree to change the contract or its extinction.



Environmental Licensing



30.4 ANP may suspend the course of the contractual term if delays in the licensing procedure due to exclusive fault of the competent environmental bodies are proven.



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30.4.1 The rejection in definitive character, by the competent environmental

organization, of a licensing essential for the implementation of

exploratory activities, due to the worsening of the rules and criteria for

licensing subsequently to the signing of the Contract, may cause the

contractual extinction without granting the Concessionaire the right to

any type of compensation.



Losses



30.5 The Concessionaire will take, individually and exclusively, all the losses

arising from the situation of unforeseeable circumstances or force majeure.



CLAUSE THIRTY ONE

CONFIDENTIALITY



Obligation of the Concessionaire



31.1 Any and all data and information acquired, processed, produced or developed

in any way, obtained as a result of the operations and of the contract, are

strictly confidential and, therefore, may not be disclosed by the

Concessionaire without prior formal and written permission of ANP, except.



a) If the data and information are already public or become public through a

third party authorized to disclose them;



b) If there is no obligation of disclosure resulting from legal imposition or judicial

determination;



c) If the disclosure is performed in accordance with the rules and limits

imposed by a stock exchange in which shares of the Concessionaire are

negotiated;



d) If the disclosure is directed to the affiliate, consultant or agent of the

Concessionaire;



e) If the disclosure is directed to the financial institution and the security

company against which the Concessionaire is appealing or working as a

consultant of;



f) If the disclosure is directed to the possible transferee in good faith, affiliate or

its consultant; and



g) If the disclosure is directed to the Concessionaire or hired under another

system of Oil and Natural Gas Exploration and Production of an adjacent

area, the subsidiary or its consultant, aiming for signing an Agreement of

Individualization of Production.



31.1.1 In the cases provided for in lines "d", "e", "f" and "g", the disclosure of

data and information is subject to a formal agreement and prior written

consent of confidentiality.



31.1.1.1 The agreement should provide that the third party mentioned in such

points shall be obligated to comply with the provisions in paragraph

31.1 31.1 and, in the event of noncompliance, will be subject to the

provisions of clause twenty-nine, without however having the benefit

of the exceptions provided for in items (a) to (f) of paragraph 31.1 31.1







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for the dissemination of data and information without prior consent of ANP.



31.1.2 The third party does not count with the benefit of the exceptions provided for in lines "a" to "g" for the dissemination of data and information without prior consent of ANP.



31.1.3 In the cases provided for in lines "a" to "g", the Concessionaire must send ANP notification, within 30 (thirty) days from the disclosure.



31.1.3.1 The notification must be accompanied by the data and/or information disclosed, the reasons for disclosure and the relationship of third parties who had access to such data and/or information.



31.1.3.2 In the cases provided for in lines "d" to "g", the notification must be accompanied, also, by a copy of the confidentiality agreement referred to in paragraph 31.1.1 31.1.1.



31.2 The provisions of paragraph 31.1 31.1 shall remain in force and will remain after the termination of this Contract.



Commitments of ANP



31.3 ANP commits itself not to disclose any data and information obtained as a result of the operations and related to areas held by the Concessionaire.



31.3.1 This provision does not apply where disclosure is necessary for compliance with the legal provisions which are applicable to it or for the purposes for which it was formed.



CLAUSE THIRTY TWO

NOTIFICATIONS, REQUESTS, NOTICES AND REPORTS



Notifications, Requests, Plans, Programs, Reports and other Communications



32.1 The notifications, requests, forwarding of plans, programs, reports, as well as any other communications provided for in this Contract must be formal, written and delivered personally, by protocol, or sent via post or courier, with proof of receipt.



32.1.1 The acts and communications related to this contract must be written in Portuguese language and, with the exception of the notice of commencement of drilling and the initial communication of incident, signed by a legal representative of the Concessionaire or by an attorney with specific powers.



Addresses



32.2 The addresses of the representatives of the Parties are included in Annex VIII.



32.2.1 In the event of a change of address, the Parties commit themselves to notify the other Party the new address with a minimum notice of 30 (thirty) days after the change.



Validity and Effectiveness





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Contract XX-XXX-XX_R11 Process n 48610.XXXXXX/XXXX-XX





32.3 The documents specified in this clause shall be considered valid and effective

on the date they are effectively received.



Amendments to the Acts of Incorporation



32.4 The Concessionaire must notify ANP of any changes of its acts of

incorporation, by-laws or articles of incorporation, by forwarding copies of

these documents, the election documents of its administrators or evidence of

the executive acting board.



32.4.1 After the realization of the change referred to in this paragraph the

Party shall inform ANP within 30 (thirty) days.



CLAUSE THIRTY THREE

LEGAL REGIME



Applicable Law



33.1 This contract will be executed, governed and interpreted according to the

Brazilian laws.



Conciliation



33.2 The Parties commit themselves to make all efforts to resolve among

themselves, amicably, all and any dispute or controversy arising from this

Contract or related to it.



33.3 The Parties may, provided they enter into a formal and written agreement,

appeal to an independent expert to obtain reasoned opinion that may lead to

the end of the dispute or controversy.



33.3.1 If such an agreement is signed, the arbitration may only be performed

after the issuance of an opinion by an expert.



Suspension of Activities



33.4 ANP will decide on the suspension or not of the activities of the dispute or

controversy.



33.4.1 The criterion to substantiate the decision should be the need to avoid

personal or material risk of any nature, in particular as regards the

operations.



Arbitration



33.5 If, at any moment, one of the Parties consider that there are no conditions for

an amicable settlement of the dispute or controversy referred to in paragraph

33.2 33.2, such matter should be submitted to arbitration ad hoc, using as a

parameter the rules laid down in the Regulation of Arbitration (Arbitration

Rules) of the United Nations Commission on International Trade Law -

UNCITRAL and in line with the following precepts:



a) The choice of arbitrators shall follow the standard established in the

Arbitration Rules of UNCITRAL;





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Contract XX-XXX-XX_R11 Process n 48610.XXXXXX/XXXX-XX









b) Three arbitrators should be chosen. Each Party shall choose an arbitrator.

The two arbitrators so appointed shall appoint the third arbitrator, who will

act as president;



c) By agreement of the Parties a single arbitrator may be determined under the

assumptions on which the involved amounts are not large.



d) The city of Rio de Janeiro, Brazil, will be the seat of arbitration and the place

of delivery of the arbitral award;



e) The language to be used in the arbitration proceeding shall be the

Portuguese language. The Parties may, however, instruct the process with

testimony or documents in any other language if the arbitrators so decide,

without the need for official translation.



f) All and every expenditure required for the installation and development of

arbitration, such as costs and advance of arbitration and expert fees, shall

be borne solely by the Concessionaire. ANP will only compensate such

amounts in case of final conviction, in the form as decided by the arbitrators;



g) In merit, the arbitrators shall decide on the basis of the Brazilian substantive

laws;



h) The arbitral award shall be final and its contents will oblige the Parties. Any

amounts perhaps owed by ANP will be paid off through writ of payment,

except in the case of official recognition of the application; and



i) If there is a need for precautionary, preparatory or incidental measures, or

other precaution measures before being introduced to arbitration, the

concerned Party may require them directly to the judiciary, with background

in the applicable legislation.



33.6 The Parties by common agreement, may choose to institutionalize the

arbitration in the International Court of Arbitration of the International Chamber

of Commerce or before another arbitration chamber notoriously recognized and

of unblemished reputation in line with the rules of the chosen chamber,

provided the precepts laid down in items "b" to "i" of paragraph 33.6 are taken

into account 33.5.



33.6.1 If the dispute or controversy involves exclusively members of the

Federal Public Administration, the matter may be submitted to the

Board of Conciliation and Arbitration of the Federal Administration -

CCAF, Federal Attorney General.



Forum



33.7 For the provisions in item "i" and for the issues that do not focus on available

patrimonial rights, in accordance with Law no. 9,307/96, the Parties elect the

courts of Federal Justice - Judicial Section of Rio de Janeiro, Brazil, as the

only competent one, with the express waiver of any other, no matter how

privileged it may be.



Execution of the Contract



33.8 The Concessionaire must keep, throughout the execution of the contract, in

compatibility with the obligations undertaken by it, all the conditions of skills

and qualifications required in the bid.



Justifications





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Contract XX-XXX-XX_R11

Process n.48610.XXXXXX/XXXX-XX



33.9 ANP commits itself to, whenever it has to perform its discretion, expose the justifications of the act, observing the applicable legislation and following the best practices of the oil industry.



Continued Application



33.10 The provisions of this clause shall remain in force and will remain after the termination of this Contract.



CLAUSE THIRTY FOUR

FINAL PROVISIONS



Modifications and Amendments



34.1 The omission or tolerance by any of the Parties to the requirement of compliance with the provisions of this Contract, as well as the acceptance of a different performance of the contractually required, does not imply novation and neither shall limit the right of such Party of, on subsequent occasions, impose the observance of those provisions or require a performance compatible with the contractually required.



34.2 Any modifications or amendments in this contract must comply with the applicable legislation and only have validity if carried out formally and in writing and signed by the representatives of the Parties.



Titles



34.3 The titles of paragraphs, chapters and clauses used in this Contract have the purpose of identification and reference and will not be taken into account for the purposes of interpretation

of the rights and obligations of the Parties.



Disclosing



34.4 ANP will publish in the Official Gazette of the Federal Government, the full text or extract of the terms of this Contract for its validity erga omnes.



Page 64Contract XX-XXX-XX_R11 Process n'48610.XXXXXX/XXXX-XX



The Parties sign this Contract in ___ copies of equal content and form and for only one purpose, in the presence of the witnesses listed below









Rio de Janeiro, date.



Agencia Nacional do Petroleo, Gas Natural e Biocombustiveis - ANP



Magda Maria de Regina Chambriard

General Director of ANP







_________________________________________

(Concessionaire)





(Signatory)







(Job Title)



Rep4

cargo4



Witnesses:



___________________________ __________________________

Name: Name:

Individual Taxpayer Register Individual Taxpayer Register



Page 65Contract_________ Process___________



ANNEX I - CONCESSION AREA



The Concession Area of this contract and the Block XXX-XX-XX_R11, whose cartographic parameters are listed below.



CARTOGRAFICOS PARAMETERS USED FOR THE COORDINATES.

















Page 66







Contract__________ Process N__________









ANNEX II - MINIMUM EXPLORATORY PROGRAM





(The information in the Tender Protocol and the supply of Units of Work for the

purposes of compliance with the Minimum Exploratory Program for the block mentioned

in Annex I will be included in the tables below.)



The activities below, to be performed by the Concessionaire, are part of the object

of ths Contract.





Minimum Exploratory Program and Financial Guarantees



____________________________________________________________________________________________________

| | | | | | |

| | | First | Second | Value of the | |

|Block | Block Area| Exploratory | Exploratory | Financial | Amount of the Guarantee (in |

| | Km2 | Period (Work| Period | Guarantee of | written) |

| | | Units)1 | (Exploratory | the First | |

| | | | Well)2 | Period(R$)3 | |

|______|____________|______________|______________|_________________|________________________________|

| | | | 1 | | |

|______|____________|______________|______________|_________________|________________________________|







Equivalence of the Work Units (UTs)

______________________________________________________________________________________________________________

| | | | | | | | | | | |

|Exploratory | | | 2D | 3D | | | | Electromag | Geochemis | Stratigraph|

| Well | 2D | 3D | Reproc|Reproces |Grav( | MAG | Gama- | netic | try | ic |

| |Seismic|Seismic|essing |sing |UT/k |(UT/k|Spectromet | (UT/rocopto| (UT/Sample| Objective |

| |(UT/km)|(UT/km)|(UT/km)|(UT/km2) | m) | m) | ry (UT/km)| r) | ) | |

|____________|_______|_______|_______|_________|______|_____|___________|_____________|___________|____________|

| ______ | _____ | _____| ____ | _____ | ____ | ___ | _____ | _____ | _____ | ______ |

|____________|_______|_______|_______|_________|______|_____|___________|_____________|___________|____________|



______________________________________________________________________________________________________________

| Exploration Phase | First Exploratory Period (years) | Second Exploratory Period (years) |

| Duration (years) | | |

|_________________________________|_______________________________________|____________________________________|

| _________ | ______________ | _____________ |

|_________________________________|_______________________________________|____________________________________|







1 - It will be considered, for the purposes of compliance with the Minimum

Exploratory Program, the 2D and 3D non-exclusive seismic surveys authorized by

ANP, applying the rules and the factor of reduction shown in the table below.



2 - For the purpose of compliance with the Minimum Exploratory Program , the drilled

wells should reach the stratigraphic objective determined by ANP which, at its sole

discretion, may accept other stratigraphic objectives proposed by the Concessionaire

with the proper technical justification.



3 - The amounts shown represent the amounts of the financial guarantees for the

Minimum Exploratory Program offered for the first exploratory period. The amounts of

the guarantees for the second exploratory period shall be defined as prescribed in

clause six.



Reduction factor of the non-exclusive surveys for the purposes of fulfilling the Minimum

Exploratory Program of the First Exploratory Period.





______________________________________________________________________________________

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Contract _______ Process N _______



For deduction of the Minimum Exploratory Program: Time to be considered between the date of purchase of the data and the date of completion of the data acquisition campaign. For the acquisition of non-exclusive reprocessed surveys it will be considered as the date of purchase of the reprocessed data and the date of completion of the reprocessing. | Reducing Factor*

0 - 1 year | 1.0

1 - 2 years | 0.9

2 - 3 years | 0.8

3 - 4 years | 0.7

4 - 5 years | 0.6

5 - 6 years | 0.5

6 - 7 years | 0.4

7 - 8 years | 0.3

8 - 9 years | 0.2

9 -10 years | 0.1

> 10 years | 0



Note:* Only the non-exclusive surveys authorized by ANP will be accepted, provided the data acquisition companies have met all the data delivery requirements to the Exploration and Production Data Base (BDEP). For the purpose of counting the amount to be considered for compliance with the Minimum Exploratory Program of the first exploratory period, the amount of the UTs corresponding to the exploratory work performed shall be multiplied by the amount of the table, according to the time elapsed between the date of purchase of the data and the date of completion of the data acquisition campaign. For the acquisition of non-exclusive reprocessed surveys it will be considered as the date of purchase of the reprocessed data and the date of completion of the reprocessing.



Page 68







Contract_________ Process N___________









ANNEX III - FINANCIAL GUARANTEE FOR THE MINIMUM EXPLORATORY

PROGRAM









(attach a copy of the Financial Guarantee for the Mimimum Exploratory Program)































____________________________________________________________________________________________________________________

Page 69











Contract__________ Process N'__________



ANNEX IV - PERFORMANCE GUARANTEE





(Attach a copy of the delivered document, if applicable.)









Page 70Contract Process N



ANNEX V - GOVERNMENTAL AND THIRD PARTIES HOLDINGS



In accordance with clause Twenty-Three, the Concessionaire will pay the following Governmental and Third Parties Holdings:



a) Royalties at the corresponding amount of 10% (ten percent) of the production of Oil and Natural Gas held in the Concession Area;

b) Special Participation at the amount defined in Decree no. 2,705, of 3 August 1998;

c) Payment for the Occupation or Retention of Area: i) in the Exploration Phase 1, at the amount of R$________ (Text in written) per square kilometer or fraction of the Concession Area, with the anticipated increase in Decree no.2,705, of August 3, 1998 in the case of extension; ii) in the period of the Development Phase of the Production Phase, at the amount of R$________ (Text in written); and iii) in the Production Phase, at the amount of R$ _______ (Text in written); and

d) Payment to the owners of the land of participation equivalent to 1% (one percent) of Oil and Natural Gas production in accordance with the applicable legislation.











_________________________

1 Payment for the Retention or Occupation of Area, in Real per square Kilometer, pursuant to the Tender Protocol.



___________________________________________________________

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Contract___________ Process__________







ANNEXE VI - PAYMENT OF SIGNATURE BONUS





_________________________________________________________________________________

| Signature Bonus paid by the Concessionaire |

|_________________________________________________________________________________|

| | | |

| Block | Offered Amount (in written) | Paid Signature Bonus (in |

| | | written) |

|_____________|_________________________________|_________________________________|

| | | |

| ________ | _________Real | ________Real |

|_____________|_________________________________|_________________________________|







































_______________________________________________________________________________________________________

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Contract _____________ Process N _________











ANNEX VII - DESIGNATION OF OPERATOR







The initial Operator is _________. A new Operator may be appointed as provided in

clause fourteen and taking into account the conditions of clause twenty-eight.



















































______________________________________________________________________________

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Contract_________ Process N____________









ANEXO VIII - ADDRESS







Agência Nacional do Petróleo, Gás Natural e Biocombustíveis - ANP



Avenida Rio Branco n° 65, térreo/protocolo - Centro



20090-004 - Rio de Janeiro, RJ









[name of the Concessionaire]

Adress ____________________





<>



<>







<>



<>







<>



<>





























































_____________________________________________________________________________________

Page 74

























ANNEX IX - COMMITMENT TO LOCAL CONTENT



Attach a copy of the commitment of local goods and services offered by the company winner of the bidding of the Block purpose of this Contract.









75