GE International Operations (NIG) Limited

FIELD SERVICE PROPOSAL NUMBER:

1626451

BETWEEN:
GE International Operations (NIG) Limited
Mansard Place
927/8 Bishop Aboyade Cole Street
Victoria Island, Lagos
Nigeria

AND:
SOCIETE' GABONAISE DE RAFFINAGE SA

FOR:
Technical Advisory Services
ON CALL BASIS
PLANT:
PORT GENTIL

This Proposal is submitted in confidence for evaluation by the Purchaser and its contents are proprietary to GE International Operations (NIG) Limited. In taking receipt of this
document, the purchaser agrees not to reveal its contents except to those in purchaser’s organization who must evaluate it. Copies of this document may not be made without the
prior written consent of GE International Operations (NIG) Limited. If the preceding is not acceptable, this Proposal shall be returned to GE International Operations (NIG) Limited. This
document is to be returned upon written request by GE International Operations (NIG) Limited.
 GE International Operations (NIG) Limited

TABLE OF CONTENTS

ARTICLE PAGE

1. WORK SCOPE DESCRIPTION ............................................................................................................. 4

2. PRELIMINARY SCHEDULE AND RELATED CONDITIONS................................................................ 4
3. BUYER’S RESPONSIBILITIES ............................................................................................................... 5
4. ESTIMATED BUDGET PRICE ............................................................................................................... 9
5. ASSIGNMENT ..................................................................................................................................... 11
6. TERMS AND CONDITIONS ............................................................................................................... 11
7. PROPOSAL SUBMISSION AND ACCEPTANCE ................................................................................ 12

TABLE OF APPENDICES

APPENDIX – EXAMPLE OF TIMESHEET

2
This Proposal is submitted in confidence for evaluation by the Purchaser and its contents are proprietary to GE International Operations (NIG) Limited. In taking receipt of this
document, the purchaser agrees not to reveal its contents except to those in purchaser’s organization who must evaluate it. Copies of this document may not be made without the
prior written consent of GE International Operations (NIG) Limited. If the preceding is not acceptable, this Proposal shall be returned to GE International Operations (NIG) Limited. This
document is to be returned upon written request by GE International Operations (NIG) Limited.
 GE International Operations (NIG) Limited

GE International Operations (Nigeria) Limited

Mansard Place
927/8 Bishop Aboyade Cole Street
Victoria Island, Lagos
Nigeria

16th November, 2016

SOCIETE’ GABONAISE DE RAFFINAGE SA

Subject: Technical Advisory Services

The undersigned, on behalf of GE International Operations (NIG) Limited (herein “SELLER”) is pleased
to submit to SOCIETE’ GABONAISE DE RAFFINAGE SA (herein “BUYER”) Proposal number 1626451
(the “Proposal”) for Technical Advisory Services or Field Engineering Services as further described
in Article 1 below (the “Services”) at PORT GENTIL (the “Site” or the “Facility”).

3
This Proposal is submitted in confidence for evaluation by the Purchaser and its contents are proprietary to GE International Operations (NIG) Limited. In taking receipt of this
document, the purchaser agrees not to reveal its contents except to those in purchaser’s organization who must evaluate it. Copies of this document may not be made without the
prior written consent of GE International Operations (NIG) Limited. If the preceding is not acceptable, this Proposal shall be returned to GE International Operations (NIG) Limited. This
document is to be returned upon written request by GE International Operations (NIG) Limited.
 GE International Operations (NIG) Limited

1. WORK SCOPE DESCRIPTION

Technical Advisory Services for the centrifugal compressor.

The equipment involved will be the following:

Machine S/N Machine Type

C09145 BCL 255-4

The Services will be carried out by the following FSE skills:

Estimated
time* Hourly
Quantity Technical description Commercial description
(working rate**
days)
Centrifugal Compressor Lead Field Eng. Service -
#1 10 € 323.00
Specialist Centrifugal Compressor
*Based on Site Working Time assumption, see Art. 2.3.
** Commercial Straight Time, see Art. 5.2.

Note: Technical Advisory Services or Field Engineering Services means technical advice and
counsel from Technical Advisors or Field Service Engineers provided by SELLER based on SELLER's
current engineering, manufacturing, installation and operation practices as applicable to the
BUYER’s equipment. To the extent specified in the Proposal, such Services may also include testing,
adjustment, programming and other similar services.

Unless otherwise specified in this Proposal, Technical Advisory Services/Field Engineering Services
do not include supervision or management of BUYER's employees, agents, or other contractors
directly engaged by BUYER.

SELLER’s responsibility for the work carried out under SELLER’s technical supervision is therefore
limited only to the correctness of the technical information provided by the SELLER.

2. PRELIMINARY SCHEDULE AND RELATED CONDITIONS

2.1. BUYER agrees to establish a tentative start date for the Services upon Purchase Order award.
BUYER shall notify SELLER of any changes in this start date. This notice is required by SELLER
within a reasonable time in order to schedule its personnel, in any case SELLER requires a
formal Purchase Order at least 110 calendar days before start date for the Services. In case
of personnel requests with notice shorter than 110 calendar days, SELLER will reserve to
confirm personnel availability; the Parties will agree about the possible impact on timing and
price, if any.

2.2. SELLER, prior written notification, reserves the right to replace its personnel assigned to
BUYER and to supply a qualified replacement at SELLER’s expense (CV will be submitted upon
request). An overlap will be arranged when this right is exercised at no cost for the BUYER.
4
This Proposal is submitted in confidence for evaluation by the Purchaser and its contents are proprietary to GE International Operations (NIG) Limited. In taking receipt of this
document, the purchaser agrees not to reveal its contents except to those in purchaser’s organization who must evaluate it. Copies of this document may not be made without the
prior written consent of GE International Operations (NIG) Limited. If the preceding is not acceptable, this Proposal shall be returned to GE International Operations (NIG) Limited. This
document is to be returned upon written request by GE International Operations (NIG) Limited.
 GE International Operations (NIG) Limited

2.3. Assuming the following Site open time during the activities:

 Site Working Time:

7 working days per week
12 working hours per day

To the extent permitted by applicable Labour Laws the SELLER shall review open time based
on the BUYER / Purchaser’s written request.

 Over Time Work:

BUYER will have the right, during the relevant Purchase Order validity, to request in writing
additional working hours provided by SELLER. At the end of the job, timesheet (Appendix -
EXAMPLE OF TIMESHEET) will be prepared by SELLER and signed by the Parties and will be
used for invoice purpose.

The estimated duration of the Services is reported in the table in Art. 1 .

This estimation is based on SELLER's experience and is not contractually binding.

2.4. This Proposal is STRICTLY CONDITIONAL upon Technical Advisor's availability at the date of
each Purchase Order receipt. In the event SELLER’s Technical advisors are not available for
the Purchase Order request date, a new execution starting date will be agreed between
BUYER and SELLER.

3. BUYER’S RESPONSIBILITIES

BUYER will render all necessary assistance to SELLER's personnel at the Site, including the following
matters at BUYER's cost (except as may be provided in each Purchase Order or otherwise agreed
in writing):

3.1. Designated representative(s) to be the unique interface with SELLER during the execution
of the activities.

3.2. BUYER shall permit/guarantee immediate access to BUYER’s warehousing and shop
facilities to its designated representative for the project.

3.3. BUYER shall make available all drawings, specifications, technical information and
equipment manuals required to perform the work scope and all protective relaying and
relay settings, as appropriate. And any possible documentation not included in SELLER
scope in case of need.

3.4. Inform, before the work starts, SELLER employees or employees from other firms
subcontracted by SELLER about any risk for safety and health, and about the safety
regulations and safety procedures in force in the plant.

Supply any required safety equipment which is not included in SELLER standard outfit (helmet,
5
This Proposal is submitted in confidence for evaluation by the Purchaser and its contents are proprietary to GE International Operations (NIG) Limited. In taking receipt of this
document, the purchaser agrees not to reveal its contents except to those in purchaser’s organization who must evaluate it. Copies of this document may not be made without the
prior written consent of GE International Operations (NIG) Limited. If the preceding is not acceptable, this Proposal shall be returned to GE International Operations (NIG) Limited. This
document is to be returned upon written request by GE International Operations (NIG) Limited.
 GE International Operations (NIG) Limited

safety shoes, gloves, safety glasses), such as Nomex coverall; breathing masks; H2S alert
devices.

Ensure that all the safety and accident prevention regulations in force are observed by SELLER
employees and by employees from other firms subcontracted by SELLER.
In case of illness or accidents of any kind, even outside working hours, BUYER shall ensure
SELLER employees receive any necessary medical treatment. In the event the medical
prognosis of any of SELLER employees is longer than 3 days, SELLER will have the right to
replace it.

3.5. All required parts and miscellaneous materials (e.g., bolts, nuts, gaskets, steel plates,
consumables, lube oil, hydraulic oil, etc.).

3.6. Material and parts available on site (nearby the installation area, in perfect condition and
properly preserved).

3.7. Availability of process gas when required / Load Running Test performed as soon as the
Unit will be ready for startup. In case the startup is not included in the price, relevant
support during the startup will be charged in accordance to the hourly rates as per Frame
Agreement.

3.8. Power supply, compressed air, water and all Site utilities in the amounts, pressures, and
voltages required to perform the work scope, including adequate lighting for nightshift
work if any.

3.9. Heavy lift equipment (crane, rigger and handling/lifting etc.), standard tools, hand and
power tools, measuring instruments, oxy-acetylene welding machines, scaffolding.

3.10. Access to lay down space next to the equipment upon which the Services will be
performed.

3.11. Climate-controlled and secure office adjacent to the work area at the Site, equipped with
copy machines, office supplies and equipment and appropriate telecommunications as
follows:

Offices:
- Adequate Nr. of Offices for Site Area
- Meeting Room for Site Area
- Stationery and Consumable
- Sufficient Toilet Facilities & changing rooms
- Office & Toilet Daily Cleaning
- The Offices have to be air conditioned, furnished and lockable.

Communication Facilities:
- Adequate Nr. Telephone International Lines including Telephone Set (Telephone bill will be
at SELLER’s charge)
- Adequate Nr. of Fax Lines
6
This Proposal is submitted in confidence for evaluation by the Purchaser and its contents are proprietary to GE International Operations (NIG) Limited. In taking receipt of this
document, the purchaser agrees not to reveal its contents except to those in purchaser’s organization who must evaluate it. Copies of this document may not be made without the
prior written consent of GE International Operations (NIG) Limited. If the preceding is not acceptable, this Proposal shall be returned to GE International Operations (NIG) Limited. This
document is to be returned upon written request by GE International Operations (NIG) Limited.
 GE International Operations (NIG) Limited

- Adequate Nr. of Internet Accesses with the following minimum requirements: minimum 512
kbps down and 256 kbps up through dedicated (non-shared) line to consult SELLER’s
Archive for technical documentation and to be in daily contact with Headquarters’
Technical Assistance.

3.12. Assistance in the procurement of all necessary visas and travel documents for SELLER
personnel including sponsorship of all SELLER personnel to obtain working visas as
required by Law.

3.13. BUYER shall inform SELLER about Site Passes procedures and timing. Site Passes
procedures and timing are not included in the price.

3.14. BUYER shall inform SELLER about the EHS training required to operate at site and relevant
timing needed to attend such training. EHS training time is not included in the price.

3.15. BUYER shall arrange for SELLER to be covered under the Site property insurance policy and
obtain from insurers waiver of subrogation towards the SELLER.

3.16. Adequate firefighting equipment and services and site security, meaning the act of
safeguarding the job site against sabotage, theft, arson, or any other dishonest or criminal
act by physical means, such as guards, fencing, and lighting. This includes the
safeguarding of all SELLER’s tools, consumables, equipment and parts when provided.

3.17. Availability of the special tools delivered together with the machinery at the time of its
supply.

3.18. BUYER shall directly provide for board and lodging with adequate board, miscellaneous
and accommodation in line with SELLER’s EHS Minimum Requirements
All SELLER employees shall be provided with an adequate means of transport, subject to
agreement, for journeys between the place of work, living quarters and restaurants in line with
SELLER’s EHS Minimum Requirements.

3.19. Prior to SELLER commencing any work at the Site, BUYER shall be requested to
(i) provide documentation that identifies any existing contamination of Site property and the
presence of any Hazardous Materials in or about the Facility, and
(ii)allow SELLER, at its option, access to the Site and Facility to perform a Site evaluation
including, without limitation, a review of applicable documents and visual examination of the
Site and Facility and covered Units, provided, however, that the conduct or non-conduct of
any such evaluation shall not give SELLER any responsibility or liability respecting Site
conditions. Responsibilities and liability respecting Site conditions shall be in accordance with
the other provisions of this Proposal.

3.20. If, at the Site, SELLER encounters toxic substances, hazardous substances or hazardous
wastes (as such terms may be defined in any statute or ordinance or regulations
promulgated by any federal, state or local governmental authority of the United States or
the country of the Site - collectively, the “Hazardous Materials”) which require special
handling and/or disposal, BUYER shall immediately take whatever precautions are required
to legally eliminate such hazardous conditions so that the work under the relevant
7
This Proposal is submitted in confidence for evaluation by the Purchaser and its contents are proprietary to GE International Operations (NIG) Limited. In taking receipt of this
document, the purchaser agrees not to reveal its contents except to those in purchaser’s organization who must evaluate it. Copies of this document may not be made without the
prior written consent of GE International Operations (NIG) Limited. If the preceding is not acceptable, this Proposal shall be returned to GE International Operations (NIG) Limited. This
document is to be returned upon written request by GE International Operations (NIG) Limited.
 GE International Operations (NIG) Limited

Purchase Order may safely proceed.

BUYER agrees to properly dispose of all wastes and Hazardous Materials produced or
generated in the course of SELLER’s work at the Site.

BUYER shall indemnify SELLER for any and all claims, damages, losses, causes of action,
demands, judgments and expenses arising out of or relating to
(i) the presence of any Hazardous Materials which are present on the Site prior to the
commencement of SELLER’s work or
(ii) improperly handled or disposed of by BUYER or
(iii) brought on to the Site or produced thereon by parties other than SELLER.

3.21. BUYER shall provide directly to collection, transport and disposal of any waste material
including toxic substances, hazardous substances or hazardous wastes.

3.22. Civil works and Cable Trays.

3.23. Any labour, including labour supervision and equipment operators or OEM Specialists not
included in the SELLER’s responsibilities according to Art.1 of this Proposal, as well any
additional labour that may be required in connection with the Services and not included in
the scope of work.

3.24. If BUYER does not return the official receipts timely, BUYER will indemnify SELLER for an
amount equal to that withheld.

3.25. Take care of Logistic and Security matters (escort, reception and assistance when
Personnel reaches/leaves the Country).

In case of B&L and local Transportation are at BUYER’s care and charge, B&L and Local
Transport shall also be guaranteed by BUYER to SELLER.

8
This Proposal is submitted in confidence for evaluation by the Purchaser and its contents are proprietary to GE International Operations (NIG) Limited. In taking receipt of this
document, the purchaser agrees not to reveal its contents except to those in purchaser’s organization who must evaluate it. Copies of this document may not be made without the
prior written consent of GE International Operations (NIG) Limited. If the preceding is not acceptable, this Proposal shall be returned to GE International Operations (NIG) Limited. This
document is to be returned upon written request by GE International Operations (NIG) Limited.
 GE International Operations (NIG) Limited

4. ESTIMATED BUDGET PRICE

Assuming duration of the Services as indicated in Article 1 and in Article 2.3 the estimated price of
the Services (net of local taxes) is:

EURO 50,388 00

** SELLER shall invoice BUYER on a monthly as-incurred basis for Services rendered, plus
mobilization and demobilization, intermediate re-entry, local travel and living fees and rental and
expendable fees as applicable.

All invoices are due to payment after 30 days from invoice date.

The budgetary price includes:

 Mobilization and demobilization of personnel
 Technical Advisory Services worked hours

The budgetary price does not include:

 VAT and any kind of local Taxes
 Board & lodging
 Local transportation
 Any Stand By Time (see Art. 4.1) necessary for visas, work permits, Safety and Security, Site
passes, EHS courses etc.
 Telephone, fax and telecommunication expenses related to the Services
 Training on the job
 Anything not specifically mentioned above

Essential Note: Essential Note: The budgetary price is given for estimation purposes only and it is
not binding; the actual price of the SERVICE will be calculated upon the actual worked hours.

The above statement must be included in BUYER's Purchase Order.

“Worked hours” means hours effectively worked by SELLER’s personnel (including Stand-by hours_
see Art 4.1 ). For verification and acceptance of worked hours, SELLER will issue on site a document
reporting the effective worked hours (time sheets), BUYER shall sign the document for acceptance
and shall indicate on it any objection BUYER may have. SELLER will not accept any objection
relevant with days and worked hours once the document will be signed.

Training on the job is excluded from the standard scope of work.

Should BUYER decide to have an “on Site training” after the Service completion SELLER personnel
may remain on site and give practical counsels and technical guidance to the Operating Team that
will manage the plant after the handover.
BUYER shall notify SELLER, in writing, this request at least 110 days in advance before SELLER’s
personnel mobilization in order to schedule its personnel.
Hours spent in the “on Site Training” will be invoiced according to rates and fees stated in Frame
Agreement: the training doesn’t include any classroom lessons and classroom material.
9
This Proposal is submitted in confidence for evaluation by the Purchaser and its contents are proprietary to GE International Operations (NIG) Limited. In taking receipt of this
document, the purchaser agrees not to reveal its contents except to those in purchaser’s organization who must evaluate it. Copies of this document may not be made without the
prior written consent of GE International Operations (NIG) Limited. If the preceding is not acceptable, this Proposal shall be returned to GE International Operations (NIG) Limited. This
document is to be returned upon written request by GE International Operations (NIG) Limited.
 GE International Operations (NIG) Limited

4.1. Travel

The travel expenses for each return air ticket shall be charged to BUYER at cost plus
15% for administration fee. The transport expenses for, tools, instruments and
technical documentation for the accomplishment of the work exceeding of the
standard franchise, shall be invoiced by SELLER at cost.

The above statement must be included in BUYER's Purchase Order.

4.2. Stand By Time

The stand-by period is defined as the time for which SELLER’s personnel is on hold (i.e. not working)
due to any reasons not under SELLER control, such as:
- to obtain Site Pass to enter the Site;
- to attend EHS Site Courses;
- to obtain Working Permits;
- to obtain local Visas;
- due to local transportation at BUYER’s care (if >1 hour);
- due to lack of construction tools and equipment/materials/spares;
- due to lack of manpower crew in terms of quality and skills;
- due to lack of plant utilities during the activities;
- due to delay on milestones at BUYER’s responsibility (e.g. Gas, Electric Power, Civil
Works, instrument and electrical activities etc.);
- in case of Materials shortage, due to items damaged by BUYER and reordered.
(however, in the event the damage is due to SELLER’s instruction, SELLER shall not be
entitled to claim for any stand-by);
- in case of any interruption of Site activities not attributable to SELLER except Force
Majeure.

BUYER will be charged according to the above hourly rates up to a maximum of 8 hours per day.
SELLER will issue on Site a document reporting the stand-by hours (Timesheet- See “APPENDIX
EXAMPLE OF TIMESHEET”). BUYER shall sign the document for acceptance and shall indicate on it
any objection BUYER may have. The signed document will be used for invoicing and SELLER will not
accept any objection relevant with days and stand-by hours once the document will be signed.

In the event of particularly long periods of inactivity on site, BUYER may decide at its discretion to
keep SELLER employees on site and continue to pay SELLER at the above mentioned hourly rates
for each day they are away from Headquarter, or alternatively to arrange for them to return home,
in which case BUYER will be charged for their traveling expenses. When normal work resumes,
SELLER employees shall return to the site subject to prior agreement.

10
This Proposal is submitted in confidence for evaluation by the Purchaser and its contents are proprietary to GE International Operations (NIG) Limited. In taking receipt of this
document, the purchaser agrees not to reveal its contents except to those in purchaser’s organization who must evaluate it. Copies of this document may not be made without the
prior written consent of GE International Operations (NIG) Limited. If the preceding is not acceptable, this Proposal shall be returned to GE International Operations (NIG) Limited. This
document is to be returned upon written request by GE International Operations (NIG) Limited.
 GE International Operations (NIG) Limited

5. ASSIGNMENT

5.1. SELLER shall have also the right to transfer, in whole or in part, by way of assignment or
novation to any affiliated company its rights and/or obligations under this Proposal. When
this right will be exercised by SELLER, SELLER will notify BUYER or any other contract assignee
by GE standard assignment letter.

5.2. Notwithstanding anything to the contrary, SELLER shall be entitled at all times to assign any
and all credits under each Purchase Order to an affiliated -GE Group- company.

Note. The purpose of SELLER credit assignment program is financial; SELLER will still
coordinate all collection activities (originating invoices) and maintain direct contacts with the
BUYER.

6. TERMS AND CONDITIONS

This Proposal is based on GE OIL & GAS GENERAL TERMS & CONDITIONS FOR SALE OF PRODUCTS,
PARTS AND/OR SERVICES DTS

Sale of any products and/or Services identified herein is expressly conditioned on the BUYER's
assent to the additional or different terms contained or referred to herein. Any additional or
different terms proposed by BUYER are expressly objected to and will not be binding upon SELLER
unless specifically agreed in writing by SELLER's authorized representative. Any order for, or any
statement of intent to purchase hereunder, or any direction to perform work and SELLER's
performance of work shall constitute assent to SELLER’s terms and conditions.

11
This Proposal is submitted in confidence for evaluation by the Purchaser and its contents are proprietary to GE International Operations (NIG) Limited. In taking receipt of this
document, the purchaser agrees not to reveal its contents except to those in purchaser’s organization who must evaluate it. Copies of this document may not be made without the
prior written consent of GE International Operations (NIG) Limited. If the preceding is not acceptable, this Proposal shall be returned to GE International Operations (NIG) Limited. This
document is to be returned upon written request by GE International Operations (NIG) Limited.
 GE International Operations (NIG) Limited

7. PROPOSAL SUBMISSION AND ACCEPTANCE

This Proposal will remain valid for 60 calendar days from November 16, 2016 and may be modified
or withdrawn by SELLER according to frame agreement’s amendments/pricing letters/pricing
adjustments issued during the Proposal validity.

The rates indicated in this Proposal are valid for an execution date no later than one year after
order /call off receipt date.

This Proposal is submitted in confidence for evaluation by BUYER. Its contents are proprietary to
SELLER. By taking receipt of this Proposal, BUYER agrees not to reveal its contents in whole or in
part beyond those persons in its own organization necessary to properly evaluate this Proposal or
to perform any resulting contract. BUYER shall not reveal the contents of this Proposal to a third
party or make copies of this Proposal without the prior written consent of SELLER. BUYER shall
return this entire Proposal to the undersigned, if BUYER does not accept this Proposal.

We sincerely appreciate this opportunity to provide you with this Proposal and are willing to discuss
any issues and resolve them on a mutually acceptable basis as you progress through your bid
evaluation. For assistance with this proposal, please refer to your Commercial Operations Contact
Person: Abisola Fakehinde, tel. +234 9038859161, e-mail: abisola.fakehinde@ge.com.

GE International Operations (NIG) Limited

Name: PAOLO D’AMATO

Title: COMMERCIAL OPERATIONS LEADER

Date: NOV 16th, 2016

12
This Proposal is submitted in confidence for evaluation by the Purchaser and its contents are proprietary to GE International Operations (NIG) Limited. In taking receipt of this
document, the purchaser agrees not to reveal its contents except to those in purchaser’s organization who must evaluate it. Copies of this document may not be made without the
prior written consent of GE International Operations (NIG) Limited. If the preceding is not acceptable, this Proposal shall be returned to GE International Operations (NIG) Limited. This
document is to be returned upon written request by GE International Operations (NIG) Limited.