Exhibit 10

EXECUTION VERSION

DATED 20 NOVEMBER 2012

PURCHASE AND SALE AGREEMENT

CONTENTS

EXHIBITS

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is entered into on this 20 day of November 2012 (“ Effective Date ”)

BY and BETWEEN:

(1)                                  SCS CORPORATION LTD. (hereinafter referred to as “ SCS ” or “ Farmor ”), a Cayman Island corporation with principal offices at 12012 Wickchester Lane, Suite 475, Houston, TX 77079, USA; and

(2)                                  TULLOW GUINEA LTD , (hereinafter referred to as “ Tullow ” or “ Farmee ”), a company incorporated in England with principal offices at 9 Chiswick Park, 566 Chiswick High Road, London, W4 5XT, England;

The companies named above, and their respective successors and assignees (if any), may sometimes individually be referred to as “ Party ” and collectively as the “ Parties ”.

WITNESSETH:

WHEREAS , SCS owns certain rights pertaining to the Hydrocarbon Production Sharing Contract dated September 22, 2006 [< Contrat de Partage de Production d’Hydrocarbures> ] as amended March 25, 2010, between the Republic of Guinea and SCS in respect of the Contract Area, offshore the Republic of Guinea (the “ PSC ”);

WHEREAS , on December 4, 2009, Dana Petroleum E&P Limited (“ Dana ”) entered into an agreement with SCS to acquire a twenty-three percent (23%) Participating Interest in the PSC and JOA, effective January 30, 2010;

WHEREAS , on May 10, 2010, SCS received from the Government of Guinea a Presidential Decree approving the PSC and formal acknowledgement of Dana as a participant in the PSC by the Minister of Mines and Geology of Guinea (the “ Dana Arrêté ”);

WHEREAS , in June 2012 SCS entered into a corporate continuance under the laws of the State of Delaware, United States of America, to change its place of incorporation to the Cayman Islands;

WHEREAS , as of the date of this Agreement, Farmor as Contractor holds a seventy-seven percent (77%) Participating Interest in the PSC and the JOA and is the Operator of the PSC and the Contract Area; and

WHEREAS , Farmor is willing to assign and transfer the Farm-In Interest to Farmee and Farmee wishes to acquire the Farm-In Interest, subject to and in accordance with the terms and conditions set forth herein.

NOW THEREFORE , in consideration of the premises and the mutual covenants and obligations set out below and to be performed, Farmor and Farmee agree as follows:

ARTICLE I  DEFINITIONS

As used in this Agreement, the following capitalized words and terms shall have the meaning ascribed to them below.  Any capitalized term used in this Agreement and not specifically defined in this Agreement shall have the same meaning as in the JOA.

Accrual Basis means the basis of accounting under which costs and benefits are regarded as applicable to the period in which the liability for the costs incurred or the right to the benefit arises regardless of when invoiced, paid or received.

Additional Carried Costs has the meaning ascribed to such term in Article 4.1(C) hereof

Additional Due Diligence has the meaning ascribed to such term in Article 3.1(A).

Affiliate means a natural or juridical person that (i) Controls a Party, (ii) is Controlled by a Party, or (iii) is Controlled by another natural or juridical person that also Controls that Party.  “Control” as used herein means that a person or entity has the direct or indirect ownership of more than fifty percent (50%) of the voting rights of that person or entity.

Agreement means this Purchase and Sale, its recitals, Articles, Sections and Exhibits, and any extension, renewal or amendment thereto agreed to in writing by the Parties.

Appraisal Well has the meaning ascribed to such term in the JOA.

Approval Date means the date on which the Government formally approves the assignment of the Farm-In Interest transferred hereunder as evidenced by the issuance of an Arrêté under Guinea law.

Arrêté means a decree issued by the Minister of Mines and Geology of the Republic of Guinea evidencing the final approval of the government to the subject matter thereof.

Assignment means the assignment, substantially in the form attached as Exhibit “E”, to be entered into by the Farmor and Farmee at Closing by which the Farm-In Interest is transferred and conveyed by the Farmor to the Farmee.

Business Day means any day when banks in London and Houston are customarily open excepting a Saturday, Sunday or a day on which such banks are authorized or obligated by law to close.

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Carry Commencement Date means the date that is the earlier of: a) the commencement of the Second Sub-Period; and b) in the event that the Contractor elects to begin operations for the Farm-in Well prior to the commencement of the Second Sub-Period, the date on which the commencement of operations relating to the Farm-in Well is specified in a Work Program & Budget approved by the Operating Committee (as such terms are defined in the JOA).  For the avoidance of doubt, no spending associated for operations relating to the Farm-in Well shall occur prior to such Carry Commencement Date.

Carry Period means the period commencing on the Carry Commencement Date and terminating on the Carry Termination Date.

Carry Termination Date means the date which is ninety (90) calendar days following the date on which the rig contracted to drill the Farm-in Well moves off the well location.

Carried Costs has the meaning ascribed to it in Article 4.1(B).

Closing means the closing of the assignment and transfer of the Farm-In Interest from the Farmor to the Farmee as provided in Section 3.4.

Closing Costs has the meaning ascribed to it in Section 4.2

Closing Date means the date that Closing actually occurs being determined in accordance with Section 3.4(A).

Closing Notice has the meaning set forth in Section 4.2

Conditions Precedent shall have the meaning specified in Section 3.1(A).

Contract Area means the geographical area more particularly described in the attached Exhibit “B.”

Contractor has the meaning ascribed to it in the PSC < Entrepeneur >.

Dollar or $ means a United States dollar.

Dispute means a dispute between the Parties arising out of or in connection with this Agreement that cannot be resolved and is therefore to be resolved by arbitration under Section 12.2.

Effective Date shall have the meaning specified on page 1.

Encumbrance means any mortgage, charge (fixed or floating), pledge, lien, hypothecation, option, trust, right of set-off or other third party right or interest (legal or equitable) including any right of pre-emption, assignment by way of security, net profit interest, carried interest, overriding royalties, production payments or any other security interest of any kind however created or arising or

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any other agreement or arrangement having similar effect, including claims relating to any of the foregoing.

Exploration Well means the exploration well referenced in Article 4.1(b) of the first amendment to the PSC [ <forage d’exploration>] .

Farm-In Interest means the undivided forty percent (40%) Participating Interest to be assigned, transferred and conveyed to Farmee under the terms of this Agreement.

Farm-in Obligations shall mean the obligations to be fulfilled by the Farmee as set out in Article IV.

Farm-In Well means an Exploration Well to be drilled pursuant to an approved Work Program and Budget meeting the criteria specified in Section 4.4 drilled in a minimum water depth of at least 2000 meters in the deepwater fan area of the Concession offshore Guinea using a drilling rig which is either currently under contract with an affiliate of Farmee in West Africa or which has similar operating rates, mobilization and demobilization costs to such rigs currently under contract with an Affiliate of Farmee in West Africa.

First Exploration Period has the meaning ascribed to it in the PSC.

Force Majeure shall have the same meaning as is set out in the JOA.

Government means the government of the Republic of Guinea and any political subdivision, agency or instrumentality thereof including the Ministry.

Interim Period means the period from, and including, the Effective Date until, and including, the Closing Date.

Joint Costs means the costs of Joint Operations which are charged to the Joint Account (as defined in the JOA).

Joint Operations shall have the same meaning ascribed to in the JOA.

Joint Operating Agreement or JOA means the Operating Agreement executed between SCS and Dana governing the conduct of Joint Operations in relation to the PSC, a copy of which is attached hereto as Exhibit “C”, which shall be amended and novated at Closing to join the Farmee as a party subject always to Section 7.1(C).

Laws/Regulations mean those laws, statutes, rules and regulations governing activities under the PSC.

LIBOR means the one (1) month term, London Interbank Offered Rate (LIBOR rate or, in the case of such rate ceasing to be determined or being replaced, such replacement rate commonly referenced or utilised in accordance with generally accepted market practice for the determination of the London interbank offered rate for deposits in US dollars as determined by the Parties , acting reasonably ) for US dollar deposits, as published in London by the Financial Times or, if not

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published, then by The Wall Street Journal (or, if not published by either of such sources, as published by such other reference source selected by the Parties, acting reasonably), applicable on the first Business Day prior to the due date of payment and thereafter on the first Business Day of each succeeding calendar month.

Material Contracts means those agreements and contracts existing on the Effective Date and identified in Exhibit D.

Ministry means the < Ministre des Mines et de la Géologie > of the Republic of Guinea and any ministry succeeding to and assuming its responsibilities in relation to the Farm-In Interest.

Operating Committee has the meaning ascribed to such term in the JOA.

Operator means the entity designated to conduct operations in the Contract Area in accordance with the terms of the JOA, being at the date hereof the Farmor.

Operatorship means the duties of the Operator as defined under the JOA.

Participating Interest means as to any party to the PSC and the JOA, an undivided legal and beneficial percentage interest of such party in the rights, duties, interests and obligations in and under the PSC, the JOA, and all Material Contracts.

Party and Parties shall have the meanings set out in the preamble to this Agreement.

Past Costs means the Farmor’s Participating Interest share of all Petroleum Costs incurred prior to the Effective Date in respect of Joint Operations in the PSC.

Petroleum Code means the Petroleum Code and Implementation Decree of the Republic of Guinea as amended effective as of the date of this Agreement.

Petroleum Costs shall have the meaning ascribed to such term in the PSC [ <Depenses Petrolieres>]

PSC means the Hydrocarbon Production Sharing Contract [ <Contrat de Partage de Production d’Hydrocarbures>] as defined in the preamble to this Agreement and any further amendments, extensions or renewals thereto.

Second Sub-Period means the second sub-period of the Second Exploration Period [ <la deuxieme sous periode de trios ans de la Seconde Periode d’Exploration>] (as defined in Article 4.1(b) of the PSC.

Second Exploration Period has the meaning ascribed to it in the PSC [< Seconde Periode d’Exploration>].

Work Program and Budget has the meaning ascribed to it in the JOA.

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ARTICLE II  ASSIGNMENT OF INTEREST

Section 2.1 Assignment and Transfer

(A)                                Subject to the satisfaction of the Conditions Precedent and the terms of this Agreement, and in consideration of the Farmee carrying out the Farm-In Obligations, the Farmor agrees to assign and transfer to Farmee, and Farmee agrees to accept, the Farm-In Interest at Closing, free, subject to the terms of the JOA, the PSC and the Material Contracts, of all Encumbrances.

(B)                                Immediately following the assignment and transfer of the Farm-In Interest at Closing, the Participating Interests of the Contractor under the PSC and JOA shall be:

Section 2.2 Binding Effect

Farmor and Farmee shall be bound by this Agreement as of the Effective Date and shall fully perform all of their respective obligations under this Agreement.

Section 2.3 Approval

T he Farmor shall apply for the approval and authorization of the Government to the transfer of the Farm-In Interest and shall submit the Assignment within fifteen (15) days from the Effective Date to the Government to obtain satisfaction of the Condition Precedent in Section 3.1(A)(i).

ARTICLE III  CONDITIONS PRECEDENT AND CLOSING

Section 3.1

(A)                                The transfer and assignment of the Farm-In Interest shall be subject to the fulfillment of the following conditions to Closing (each a “ Condition Precedent ” and together the “ Conditions Precedent ”):

(i)                                      a notice to the Government from the Farmor in a form acceptable to Farmee, acting reasonably, requesting the Arrete in Section 3.1(A)(ii).  Such notice shall clearly indicate Farmor’s intent to resign as Operator under the JOA and transfer Operatorship to Farmee as soon as practicable following Closing;

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(ii)                                   the receipt of an Arrêté signed by the Minister of Mines and Geology, representing the necessary approvals and consents of the Government pursuant to the PSC and the Laws/Regulations to the transfer and assignment of the Farm-In Interest to the Farmee and to the appointment of Farmee as a qualified Contractor as defined in the Petroleum Code;

(iii)                                a notice sent to the parties to the JOA by the Farmor that effective as of Closing it is officially and irrevocably providing notice pursuant to Section 4.9 of the JOA of its resignation as Operator and calling an Operating Committee meeting as soon as practical to appoint a successor Operator and that it shall vote its interest at such Operating Committee meeting to appoint Farmee as Operator;

(iv)                               the execution by Dana of an amendment and novation to the JOA in the form set out in Exhibit E;

(v)                                  the waiver of any pre-emptive rights, tag along rights or other third party participation rights of a similar nature and the receipt of all required consents under the JOA or any other agreements in connection with the Farm-In Interest; and

(vi)                               the Farmee having completed, to its reasonable satisfaction, a good faith due diligence review of the Farmor and the PSC in order to ensure that the Farmor and the PSC comply with the requirements of the Farmee’s compliance and anti-corruption policies (the “ Additional Due Diligence ”).  Farmor and its Affiliates agree to provide Farmee with all reasonable assistance in the conduct of the Additional Due Diligence, including providing Farmee with all information reasonable requested by Farmee.   .

(B)                                The Farmor shall notify the Farmee as soon as reasonably practicable upon satisfaction of each Condition Precedent, and in respect of the Condition Precedent in Section 3.1(A)(i) shall provide the Farmee with a copy of the Arrêté received from the Government approving the transfer and assignment promptly following the Approval Date.

Section 3.2 Acts to be Performed

(A)        Each Party shall use commercially reasonable efforts to execute all documents and do and procure to be done all such acts and things as are reasonably within its power to ensure the Conditions Precedent are satisfied as soon as is reasonably practicable after execution of this Agreement, and in any event not later than ninety (90) days from the Effective Date (or such later date as may be agreed by the Parties).   The Condition Precedents may only be waived by the Farmee upon written notice of such waiver to the other Party.

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(B)        Farmee agrees to provide Farmor with adequate and timely notice of any potential issues with regard to the Additional Due Diligence so that Farmor can respond appropriately and, subject to Farmor providing all reasonable assistance in an prompt and efficient manner, to complete the Additional Due Diligence as soon as reasonably practicable and not later than 17 December 2012.

Section 3.3 Termination

(A)                                Any period of Force Majeure under Article XIII notwithstanding, i f the Conditions Precedent are not satisfied or waived where appropriate within ninety (90) days from the Effective Date , or such later date as may be agreed by the Parties, then either Party has the right to terminate this Agreement by giving fourteen (14) days written notice to the other Party in accordance with the provisions of Article XI, and this Agreement shall terminate on expiry of such notice unless prior thereto the Conditions Precedent are satisfied.

(B)                                The Farmee shall be entitled to terminate this Agreement upon a breach of Farmor’s Interim Period covenants under Section 7.1.

(C)                                Termination of this Agreement under this Section 3.3 shall be without prejudice to any breach by a Party of its obligations under Section 3.2.  Save as aforesaid termination shall be without any liability of the Farmor or the Farmee hereunder save for any rights of a Party in respect of any prior breach of this Agreement. The provisions of Articles IX, X, XI, XII and Article XV shall survive termination and continue to bind the Parties.

Section 3.4 Closing

(A)                                Unless agreed in writing by the Parties to the contrary, Closing shall take place at 0900 hours London Time in the offices of Farmor’s counsel, Baker Botts, in London, England, on a date five (5) Business Days following receipt by Farmee of the Farmor’s validly issued notice under Section 3.1(B) specifying that the last remaining Condition Precedent in Section 3.1(A) has been fulfilled.  At Closing, if not done previously:

(i)                                      the Farmor shall provide Farmee with a copy of the Arrêté authorizing the transfer and assignment of the Farm-In Interest as referred to in Section 3.1(A);

(ii)                                   the Farmor shall provide a copy of the notice to the parties t o the JOA evidencing the Farmor’s resignation as Operator under the JOA as referred to in Section 3.1(A)(iii);

(iii)                                the Farmor shall provide the amendment and novation to the JOA referred to in Section 3.1(A)(iv) duly executed by all the parties thereto other than the Farmee;

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(iv)                               the Farmee and the Farmor shall execute the Assignment;

(v)                                  the Farmee shall execute the amendment and novation of the JOA referred to in Section 3.1(A)(iv);

(vi)                               the Farmor shall provide any copies of waivers or consents required under the JOA or any other agreement in connection with the Farm-In Interest, as referred to in Section 3.1(A)(v); and

(vii)                            the Farmee shall pay to Farmor by wire transfer in immediately available funds to an account designated by Farmor the amount of consideration representing the Closing Costs.

(B)                                The Farmor and Farmee shall execute all such other documents and do all such other acts and things as may reasonably be required in order to complete the transfer and assignment of the Farm-In Interest.

(C)                                Except as expressly provided to the contrary in this Agreement or the Documents, after Closing, all rights and obligations of the Farmor and Farmee under the JOA and PSC shall be in accordance with their respective Participating Interests set out in Section 2.1(B).

ARTICLE IV  FARM-IN OBLIGATIONS

Section 4.1

In consideration of the assignment and transfer by the Farmor of the Farm-In Interest to the Farmee, subject to Closing, the Farmee shall be liable for the Farmee’s Farm-In Obligations as follows:

(A)                                the Farmee shall reimburse the Farmor for Past Costs equal to Twenty Seven Million US Dollars ( $ 27,000,000);

(B)                                the Farmee shall carry Farmor in respect of 100% of Farmor’s Participating Interest share of all eligible costs, expenditures, expenses and liabilities of Joint Operations incurred during the Carry Period pursuant to Work Program and Budget approved, following the Effective Date, pursuant to Article 5.9(B) or (C) of the JOA, as appropriate , as determined on an Accrual Basis, (herein collectively referred to as the “Carried Costs” ) provided that, the Carried Costs shall only apply for costs attributable to Joint Operations in respect of the Carry Period and shall be subject to a maximum gross expenditure cap of $100,000,000 by the Contractor during the Carry Period (including all the Contractor’s Participating Interest share of such costs) (the “Carried Costs Cap” ).  For the avoidance of doubt, in the event that a replacement or substitute well in respect of the Farm In Well is required to be drilled under the terms of the PSC, the Carried Costs Cap shall apply on a cumulative/aggregate

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basis to the costs associated with the Farm In Well and the substitute or replacement well, rather than applying as a separate cap to the Farm In Well and the substitute or replacement well. All costs in excess of the Carried Costs Cap shall, subject to Closing, be borne by the Parties in proportion to their respective Participating Interests as set out in Section 2.1(B) .  For the avoidance of doubt, in the event that the Farmor’s Participating Interest changes prior to or during the Carry Period, the Farmee shall carry the Farmor in respect of 100% of Farmor’s revised Participating Interest share of costs, expenditures, expenses and liabilities of Joint Operations incurred during the Carry Period provided that the Farmee’s maximum liability for payments made to or on behalf of the Farmor during the Carry Period shall not exceed and shall be capped at US$37,000,000 ;

(C)                                provided that following the completion of the Farm-in Well, the Farmee approves the drilling of an Appraisal Well in respect of the Farm-In Well and such Appraisal Well is approved by the Operating Committee as a Joint Operation, the Farmee shall p ay one hundred percent (100%) of the Farmor’s Participating Interest share of all costs, expenditures and expenses and liabilities of Joint Operations relating to such Appraisal Well as referred to in this Section 4.1 (C), as determined on an Accrual Basis, (herein collectively referred to as the “Additional Carried Costs” ) provided that , in respect of this Section 4.1(C) such Additional Carried Costs shall only apply for costs attributable to Joint Operations in respect of such Appraisal Well and shall be subject to a maximum gross expenditure cap of $100,000,000 (including all the Contractor’s Participating Interest share of such costs) (the “Additional Carried Costs Cap” ). All costs in excess of the Additional Carried Costs Cap shall, subject to Closing, be borne by the Parties in proportion to their respective Participating Interests.   For the avoidance of doubt, in the event that the Farmor’s Participating Interest changes prior to or during operations relating to the period in respect of which Additional Carried Costs apply, the Farmee shall carry the Farmor in respect of 100% of Farmor’s revised Participating Interest share of costs, expenditures, expenses and liabilities of Joint Operations relating to the Appraisal Well provided that the Farmee’s maximum liability for payments made to or on behalf of the Farmor in respect of the Additional Carried Costs shall not exceed and shall be capped at US$37,000,000

(D)                                After Farmee has concluded the payment of the Carried Costs and the Additional Carried Costs, as applicable subject to this Section 4.1, all further Joint Costs incurred shall be paid in accordance with each Party’s Participating Interest, subject to Closing and subject to the JOA.  Payments by Farmee under this Section 4.1 shall be in addition to the Farmee’s obligation to pay the Farmee’s own Participating Interest share of all cash calls, advances (including indirect charges), and other obligations under the PSC and JOA , provided however that Farmee’s

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Participating Interest share of such costs shall be included in calculating the Carried Costs Cap and the Additional Carried Costs Cap .

(E)                                 The Farmee shall be released and discharged in full of its Farm-In Obligations under the Agreement, only in the event that the Contract Area is surrendered or relinquished in its entirety or the PSC is terminated, in which case the Farmee shall be entitled to withdraw under the JOA, the PSC and this Agreement.

(F)                                  Other than as in 4.1(E) the Farmee shall have no right withdraw under the JOA, the PSC or this Agreement until the Farmee has discharged in full the Farm-In Obligations. The payment of the Carried Costs and, if applicable, the Additional Carried Costs is personal to the Farmor and the right to receive such payments may not be transferred or assigned to any third party without the express written consent of the Farmee.

Section 4.2 Payment to be made at Closing

At least five (5) Business Days before Closing, Farmor shall send a notice in writing (the “ Closing Notice ”) to Farmee setting out the following (the “ Closing Costs ”):

(A)                                confirmation that the Farmor has incurred at least US$27,000,000 Past Costs and that the Past Costs will therefore be due and payable by the Farmee to the Farmor at Closing, along with supporting documentation evidencing such expenditures;

(B)                                the Farmor’s good faith estimate of the costs of Joint Operations attributable to the Farm-in Interest (being a 40% Participating Interest share of Joint Costs) accruing during the Interim Period along with supporting documentation evidencing such expenditures; and

(C)                                in the event that the Carry Period has commenced prior to Closing, the amount of the Carried Costs and/or Additional Carried Costs which have accrued during the Interim Period along with supporting documentation evidencing such expenditures.

Section 4.3 Closing Costs Adjustments

(A)                                The Farmee shall accept and pay at Closing the amount of the Closing Costs set out in the Closing Notice, provided that such acceptance and payment shall be without prejudice to the right of the Farmee, within a period of seventy-five ( 75 ) days of Closing, to give a notice to the Farmor disputing the correctness of the Farmor’s notice.  In such event the Farmor and the Farmee shall meet and endeavor to resolve such dispute within thirty (30) days, and if not resolved such dispute shall be referred to an independent firm of reputable international accountants for determination.  Such firm shall carry out its determination as an expert in

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accordance with Section 12.3, and the determination shall be final and binding on the Parties save as provided in Section 12.3.

(B)                                If, as a result of an expert determination or any agreement reached by the Farmor and the Farmee, an amount is repayable from the Farmor to the Farmee, in addition to such amount, the Farmor shall pay interest on such amount equal to LIBOR + 200 basis points and charged from, and including, the Closing until, and excluding, the date of repayment.

Section 4.4 Farm In Well Commitment

In further consideration of the assignment and transfer of the Farm-In Interest, the Farmor and Farmee agree to vote in favour of an Operating Committee proposal to renew the Second Exploration Period and to enter into the Second Sub-Period and to satisfy the relinquishment obligations contemplated thereby.  Furthermore, the Parties agree to use reasonable endeavours to agree a Work Program and Budget which provides for the commencement of drilling of the Farm-in Well not later than 1 April 2014.

Section 4.5 Exclusion of AGR Legal Expenses

Notwithstanding anything to the contrary in this Agreement, the Parties hereby agree that Farmee shall have no liability for, and shall not contribute any amounts towards, the costs, fees, liabilities or expenses associated with the AGR lawsuit (as such term is defined minutes of the Operating Committee meeting dated 24 September 2012) and that all such costs, fees, liabilities or expenses shall be for the account of SCS.

Section 4.6 Costs of Transfer

Any costs, expenses, fees, stamp duties or other levies payable to the Government in connection with the Assignment for the transfer of the Farm-In Interest, excluding income and capital gains taxes described in Article IX, shall be borne and paid promptly by Farm ee .

Section 4.7 Cost Recovery Rights

In respect of Past Costs, Carried Costs and Additional Carried Costs (as applicable) paid for by the Farmee, to the extent that these costs are cost recoverable as Petroleum Costs under the PSC, the rights to the petroleum allocated for such cost recovery shall be for the benefit of the Farmee in connection with all payments made and costs incurred by the Farmee pursuant to this Agreement, including without limitation the Past Cost, the Carried Costs and the Additional Carried Costs.

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ARTICLE V  OBLIGATIONS UNDER PSC AND JOA

The obligations under the PSC, the JOA, and the Material Contracts shall apply to the Farm-In Interest with effect from the Closing Date.

ARTICLE VI  INDEMNITY

Section 6.1

Following Closing, and subject to the limitations set forth in Sections 6.5, 6.6, 6.7, 6.8 and 6.9 herein, Farmee and its successors and assigns shall defend, indemnify, hold harmless and forever release Farmor and its Affiliates, and all of its and their respective equity holders, partners, members, directors, officers, managers, employees, agents and representatives, (collectively, the “ Farmor Indemnified Parties ”) for (a) Farmee’s breach of the Farm-In Obligations, and (b) any costs, charges, expenses (including legal fees and professional charges) liabilities and obligations arising from and against claims, demands, causes of action, loss or damage attributable to any breach by Farmee of any of the Farm-In Obligations, or of any of the representations or warranties contained in Section 8.2, or any breach by Farmee of its other covenants or agreements under this Agreement.  Farmee shall be entitled to take and/or require Farmor to take any action it might reasonably request to resist such liabilities subject to being indemnified by Farmee for all reasonable costs incurred.  Farmor shall give Farmee all reasonable cooperation, access and assistance for the purposes of considering and resisting such liability as it may reasonably require.

Section 6.2

Following Closing, and subject to the limitations set forth in Sections 6.5, 6.6, 6.7, 6.8 and 6.9 or otherwise in this Agreement, Farmor and its successors and assigns shall defend, indemnify, hold harmless and forever release Farmee and its Affiliates, and all of its and their respective equity holders, partners, members, directors, officers, managers, employees, agents and representatives, (collectively, the “ Farmee Indemnified Parties ”) for (a) any costs, charges, expenses (including legal fees and professional charges), expenditures, liabilities, obligations and claims arising in connection with the PSC or the JOA and relating to, and to the extent of, the Farm-In Interest which the Farmee may suffer, sustain or incur, as determined on an Accrual Basis, to the period prior to the Effective Date (on the understanding that any damages and costs recovered shall belong solely to the Farmor); and (b) any breach by Farmor of any of the representations or warranties contained in Section 8.1 or any breach by Farmor of its covenants or agreements under this Agreement.  Farmor shall be entitled to take and/or require Farmee to take any action it might reasonably request to resist such liabilities, subject to being indemnified by the Farmor for all reasonable costs incurred.  Farmee shall give Farmor all reasonable cooperation,

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access and assistance for the purposes of considering and resisting such liability as it may reasonably require.

Section 6.3

THE DEFENSE, INDEMNIFICATION, HOLD HARMLESS, RELEASE AND ASSUMED OBLIGATIONS PROVISIONS PROVIDED FOR IN THIS AGREEMENT SHALL BE APPLICABLE WHETHER OR NOT THE LIABILITIES, LOSSES, COSTS, EXPENSES AND DAMAGES IN QUESTION AROSE OR RESULTED SOLELY OR IN PART FROM THE GROSS, SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY INDEMNIFIED PARTY.  FARMEE AND FARMOR ACKNOWLEDGE THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND IS CONSPICUOUS .

Section 6.4

All claims for indemnification under Section 6.1 and Section 6.2 shall be asserted and resolved as follows:

(A)                                The term “ Indemnifying Party ” when used in connection with particular liabilities shall mean the Party or Parties having an obligation to indemnify another Party or Parties with respect to such Liabilities pursuant to Section 6.1 or Section 6.2, and the term “ Indemnified Party ” when used in connection with particular Liabilities shall mean the Party or Parties having the right to be indemnified with respect to such Liabilities by another Party or Parties pursuant to Section 6.1 or Section 6.2.

(B)                                To make a claim for indemnification under Section 6.1 or Section 6.2, an Indemnified Party shall notify the Indemnifying Party of its claim under this Section 6.4 including the specific details of and specific basis under this Agreement for its claim (the “ Claim Notice ”).  In the event that the claim for indemnification is based upon a claim by a third party against the Indemnified Party (a “ Claim ”), the Indemnified Party shall provide its Claim Notice promptly after the Indemnified Party has actual knowledge of the Claim and shall enclose a copy of all papers (if any) served with respect to such Claim; provided that the failure of any Indemnified Party to give notice of a Claim as provided in this Section 6.4 shall not relieve the Indemnifying Party of its obligations under Section 6.1 and Section 6.2 (as applicable) except to the extent such failure results in insufficient time being available to permit the Indemnifying Party to effectively defend against the Claim or otherwise materially prejudices the Indemnifying Party’s ability to defend against the Claim.  In the event that the claim for indemnification is based upon an inaccuracy or breach of a representation, warranty, covenant or agreement, the Claim Notice shall

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specify the representation, warranty, covenant or agreement that was inaccurate or breached.

(C)                                In the case of a claim for indemnification based upon a Claim, the Indemnifying Party shall have thirty (30) days from its receipt of the Claim Notice to notify the Indemnified Party whether it admits or denies its liability to defend the Indemnified Party against such Claim at the sole cost and expense of the Indemnifying Party.  The Indemnified Party is authorized, prior to and during such thirty (30) day period, to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party and that is not prejudicial to the Indemnifying Party.

(D)                                If the Indemnifying Party admits its liability, it shall have the right and obligation to diligently defend, at its sole cost and expense, the Claim.  The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof.  If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate in contesting any Claim which the Indemnifying Party elects to contest.  The Indemnified Party may participate in, but not control, any defense or settlement of any Claim controlled by the Indemnifying Party pursuant to this Section 6.4.  An Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle any Claim or consent to the entry of any judgment with respect thereto which does not include an unconditional written release of the Indemnified Party from all liability in respect of such Claim or (ii) settle any Claim or consent to the entry of any judgment with respect thereto in any manner that may materially and adversely affect the Indemnified Party (other than as a result of money damages covered by the indemnity).

(E)                                 If the Indemnifying Party does not admit its liability or admits its liability but fails to diligently prosecute or settle the Claim, then the Indemnified Party shall have the right to defend against the Claim at the sole cost and expense of the Indemnifying Party, with counsel of the Indemnified Party’s choosing, subject to the right of the Indemnifying Party to admit its liability and assume the defense of the Claim at any time prior to settlement or final determination thereof.  If the Indemnifying Party has not yet admitted its liability for a Claim, the Indemnified Party shall send written notice to the Indemnifying Party of any proposed settlement and the Indemnifying Party shall have the option for ten (10) days following receipt of such notice to (i) admit in writing its liability for the Claim and (ii) if liability is so admitted, reject, in its reasonable judgment, the proposed settlement.

(F)                                  In the case of a claim for indemnification not based upon a Claim, the Indemnifying Party shall have thirty (30) days from its receipt of the Claim Notice to (i) cure the liabilities complained of, (ii) admit its liability for such liability or (iii) dispute the claim for such liabilities.  If the Indemnifying

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Party does not notify the Indemnified Party within such thirty (30) day period that it has cured the liabilities or that it disputes the claim for such liabilities, the amount of such liabilities shall conclusively be deemed a liability of the Indemnifying Party hereunder.

Section 6.5

No Indemnified Party shall be entitled to make and no Indemnifying Party shall be liable for any claim for indemnification pursuant to this Article VI unless and until the aggregate amount of all liabilities incurred by an Indemnified Party and subject to indemnification under this Article VI exceeds $500,000 in which case the Indemnified Party shall be entitled to recover the entire amount of its loss, not only the excess.

Section 6.6

No Indemnifying Party shall be liable for any claim for indemnification with respect to any breach by an Indemnifying Party of the representations and warranties contained in Article VIII unless it has received a Claim Notice with respect to such claim on or before the day that is twelve (12) months after the Effective Date.  The Indemnified Party may issue a Claim Notice pursuant to Article VI for any claim other than one for indemnification with respect to any breach by an Indemnifying Party of the representations and warranties contained in Article VIII before the end of the statutory period of limitations provided for under any applicable Law.

Section 6.7

An Indemnifying Party’s liability with respect to any breach by an Indemnifying Party of the representations and warranties contained in Article VIII shall not exceed, in the aggregate, one hundred percent (100%) of the total consideration paid by Farmee to date of claim.

Section 6.8

None of the Farmee Indemnified Parties nor Farmor Indemnified Parties shall be entitled to recover from Farmor or Farmee, or their respective Affiliates, any special, indirect, consequential, punitive, exemplary, remote or speculative damages, including damages for lost profits of any kind arising under or in connection with or with respect to this Agreement or the transactions contemplated hereby, except to the extent any such indemnitee suffers such damages (including costs of defense and reasonable attorneys’ fees incurred in connection with defending against such damages) to a third party, which damages (including costs of defense and reasonable attorneys’ fees incurred in connection with defending against such damages) shall not be excluded by this provision as to recovery hereunder.  Subject to the preceding sentence, Farmee, on behalf of each of the Farmee Indemnified Parties, and Farmor, on behalf of each of the Farmor Indemnified Parties, waive any right to recover any special,

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indirect, consequential, punitive, exemplary, remote or speculative damages, including damages for lost profits of any kind arising under or in connection with or with respect to this Agreement or the transactions contemplated hereby.

Section 6.9

The amount of any liabilities for which any of the Indemnified Party is entitled to indemnification under this Agreement or in connection with or with respect to the transactions contemplated by this Agreement shall be reduced by any corresponding (i) tax benefit created or generated or (ii) insurance proceeds received.

ARTICLE VII  INTERIM PERIOD OBLIGATIONS

Section 7.1 Farmor Interim Period Covenants

Farmor hereby covenants the following to the Farmee during the Interim Period:

(A)                                Material Developments during the Interim Period .

(i)                                      Farmor shall promptly notify Farmee in writing and provide details upon the occurrence, during the Interim Period, of (a) any written notice of default or termination received by or given to Farmor with respect to the PSC, any Material Contracts or the JOA, (b) any written notice of any pending or threatened claim, demand, action, suit, inquiry or proceeding related to the PSC, any Material Contracts or the JOA, (c) any material damage, destruction or loss to major assets under the PSC or the JOA, or (d) any event or circumstance which occurs between the Effective Date and the Approval Date that (i) would have a material adverse effect on the business, operations, financial condition or results of operations under the PSC or the JOA, taken as a whole, or (ii) would render impossible Farmee’s right to the assignment of the Farm-In Interest.

(ii)                                   Farmor shall continue to conduct its activities in the ordinary course of business and to maintain the PSC in accordance with good oilfield practices and to pay its Participating Interest share of all cost, expenses and expenditures when due.

(iii)                                Farmor shall not amend or terminate, or agree to amend or terminate (without the Farmee’s prior written consent) the JOA, PSC or any Material Contracts unless legally obliged to do so.

(iv)                               Farmor shall not agree to sell, assign or create any Encumbrance over the Farm-In Interes t and shall not enter into or become party to any farm in or farm out agreements, oil or gas sale or supply

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agreements or novation agreements or any other agreement or arrangements in relation to the Farm-In Interest or any other Participating Interest held by Farmor , without the consent of Farmee , such consent not to be unreasonably withheld .

(B)                                Voting .

(i)                                      Farmor agrees to consult with Farmee before voting on all decisions under the JOA and the PSC from the Effective Date and until such time as Farmee formally assumes the duties of Operator under the JOA , i ncluding all matters coming before the Operating Committee under the JOA .  During such period, in respect to any decision that is presented to the Operating Committee for a vote or other approval , the Farmor shall promptly notify the Farmee and request a direction on such vote within a reasonable time period.  Provided that the Farmee provides such direction within the reasonable time period so-specified, the Farmor shall be required to vote its Participating Interest , in accordance with such instructions given by Farmee, provided further that, except with the prior written consent of the Farmor and the Farmee, the Farmor shall not approve any Work Program and Budget relating to the Farm-In Well or in respect of any other work exceeding $500,000 , shall not approve any decision to enter into the Second Sub-Period or approve the drilling of the Farm-In Well , unless such other work relates to an emergency when the Farmor shall have the rights granted to the Operator by the JOA. The Parties mutually intend for Farmee to be appointed Operator under the JOA as soon as practicable following Closing, and if practicable, intend to seek a waiver of the 120 day time period set out in the JOA for the resignation of Operator and appointment of a successor operator.  For the avoidance of doubt, during the period from the Effective Date until such time as Farmee officially becomes Operator under the JOA, Farmee acknowledges that Farmor shall continue to charge the Joint Account in its capacity as Operator for all expenses allowed under the JOA, including without limitation those provided for in Sections 4.9 , 4.11, and the Accounting Provisions therein.  Notwithstanding any waiver or abridgement of the 120 day period for the transfer of operatorship under the JOA, the Parties agree to support the right of Farmor to charge to the Joint Account all reasonable costs of transitioning operatorship to Farmee, whether prior to or following such transfer to Farmee.

(ii)                                   Section 7.1(B)(i) shall not apply to any decision or vote relating to any matter that materially adversely affects the rights and liabilities of Farmor in respect of its Participating Interest, and in respect of the foregoing the Farmor shall be entitled to vote as it shall solely determine. Provided, that if Farmor makes any vote or decision

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pursuant to this Section 7.1(B)(ii) which is contrary to the instructions of Farmee and materially adversely affects the Farm In Interest , Farmee shall be entitled to terminate this Agreement with no further liability upon 10 Business Days notice in writing to Farmor.

Section 7.2 Mutual Covenants

Farmee and Farmor each covenant to comply with each of the following undertakings:

(A)                                Each Party, as applicable, agrees to use commercially reasonable efforts to satisfy, in an expeditious manner, the Conditions Precedent as provided in Section 3.1.

(B)                                During the Interim Period, the Farmor shall have the exclusive right and obligation to represent the Parties in all dealings with the Government with respect to matters related to this Agreement, the JOA and PSC.  The Farmor shall request the agreement of Dana for the Farmee to attend as observer any meetings under the JOA and of the Government to attend as observer any meetings with the Government in the capacity of observer under the PSC.

(C)                                The Parties shall not take any action, nor fail to take any action, during the Interim Period that would result in a breach of any of its representations and warranties under this Agreement.

(D)                                Farmor shall not directly or indirectly have any responsibility, liability, or expense as a result of undertakings or agreements of Farmee, for brokerage fees, finder’s fees, agent’s commissions, or other similar forms of compensation in connection with the transactions contemplated by this Agreement.

ARTICLE VIII  REPRESENTATIONS AND WARRANTIES OF THE PARTIES

Section 8.1 Farmor’s Representations and Warranties

Farmor represents and warrants that each of the statements in this Section 8.1 is true and complete as of the Effective Date and in respect of Sections 8.1(A), (B), (C), (D), (E), (F), (G) (H), (I) and (J) shall be deemed to be repeated by Farmor to be true at Closing.  Farmor hereby represents and warrants that:

(A)                                Corporate Authority

Farmor is a corporation duly organized and validly existing under the laws of the jurisdiction of the Cayman Islands.  Farmor is qualified to conduct business in each jurisdiction where necessary to perform this Agreement.

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Farmor has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder, to consummate the transactions contemplated hereby, and to conduct its business as now conducted.  All corporate acts required to be taken by Farmor to authorize the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and properly taken, and no further shareholder action on the part of Farmor is required.  This Agreement has been duly executed and delivered by Farmor and constitutes a legal, valid and binding obligation of Farmor, enforceable against Farmor in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity.

(B)                                Title

Subject to the assignment of a twenty-three percent (23%) undivided Participating Interest in the Contract to Dana approved by the Government of the Republic of Guinea, Farmor is the sole legal and beneficial owner  of, and has good and marketable title to, a seventy-seven percent (77%) undivided Participating Interest in and to the PSC as declared by the Decree of the Interim President of the Republic of Guinea dated May 10, 2010 (Exhibit E), and in the JOA and Material Contracts, free and clear of any Encumbrances, other than the liens, claims, burdens or encumbrances in favor of the Government according to the terms of the PSC, applicable Laws, the JOA and Material Contracts.  The PSC, the JOA and the Material Contracts are in full force and effect, and, as at the Effective Date, no notice of default, termination, or breach under the PSC or JOA, has been received by Farmor or, to the knowledge of Farmor, by any other party thereto.  The PSC and JOA, together with applicable Laws, contains the entirety of the obligation of Farmor to the Government, and no other understanding or agreement exists between Farmor and the Government in relation to the subject matter of the PSC except as otherwise disclosed under this Agreement. The PSC, the JOA and the Material Contracts are the only material contracts, agreements, understandings or obligations of the Farmor related to the Contract Area. EXCEPT AS STATED ABOVE, FARMOR MAKES NO REPRESENTATION, WARRANTY OR OTHER STATEMENT OR OPINION AS TO TITLE, EXPRESS OR IMPLIED, AND FARMEE ACKNOWLEDGES THAT IT TAKES THE PARTICIPATING INTEREST HEREUNDER WITHOUT WARRANTY EXCEPT AS EXPRESSLY MADE ABOVE.

(C)                                Documents

Farmor has provided Farmee with complete and correct copies of the PSC, the Material Contracts, and JOA as at the Effective Date. Where

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Farmor has provided any English translation of a document, Farmor has done so as a courtesy to the Farmee and Farmor makes no representation or warranty as to the accuracy of the translation.

The PSC, the JOA and the Material Contracts are the only material documents in force and effect which govern or relate to the creation, existence and validity of the Farm-In Interest , save and except for applicable laws and regulations .

(D)                                No Conflicts

The execution, delivery, and performance of this Agreement by Farmor, the consummation of the transactions contemplated hereby, and the compliance by Farmor with the provisions hereof will not (i) violate any provision of the certificate of incorporation, memorandum and articles of association, bylaws or other governing documents of Farmor, (ii) result in a default (with due notice or lapse of time or both) or the creation of any lien or encumbrance or give rise to any right of termination, cancellation, or acceleration under any note, bond, mortgage, indenture, license, or agreement to which Farmor is a party or which affects the Farm-In Interest, (iii) violate any judgment, order, ruling, or decree applicable to Farmor or the Farm-In Interest, or (iv) violate any Law applicable to Farmor or the Farm-In Interest.  Farmor has no reason to believe that any required consent, approval or authorization to the Assignment and transfer of the Farm-In Interest will not be obtained in due course.

(E)                                 Compliance with Laws, PSC, and Operating Agreement

As far as the Farmor is aware, the Contractor has complied in all material respects with all applicable Laws in the performance of the Contractor’s obligations under the PSC.

(F)                                  Litigation or other legal proceedings

No action, litigation claim or other legal proceeding in connection with the Farm-In Interest, the PSC or the JOA is pending or threatened and the Farmor is not aware of any circumstances which may give rise to such action, litigation claim or legal proceeding except as disclosed in Appendix “G”.

(G)                                Rights of Dana

With regard to the right of Dana under article 12.2(F) of the JOA to submit an offer for the Farm-In Interest, the Farmor hereby confirms that it has given notice to Dana under article 12.2(F)(1) of the JOA and the Farmor is free to proceed to transfer the Farm-In Interest to third parties.

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(H)                               Authorizations of the Government

The Farmor has obtained and is maintaining all authorizations of the Government that are necessary or required for the ownership and operation of the PSC.  The Farmor has provided Farmee with copies of all such authorizations of the Government held by Farmor. The PSC has, so far as the Farmor is aware, been operated in accordance with the conditions and provisions of all such authorizations of the Government and in compliance with all obligations thereunder or imposed thereby and no notices of violation have been received by the Farmor or, so far as the Farmor is aware, by any third party, and no proceedings are pending or, so far as the Farmor is aware, threatened that might result in any modification, revocation, termination, or suspension of any such authorizations of the Government or which would require any corrective or remediation action by Farmor.

(I)                                    Environmental Matters

(i)                                      Environmental Laws .  The PSC has been operated and maintained in compliance with all applicable Laws pertaining to or for the purpose of protecting the human or natural environment (“Environmental Laws”).

(ii)                                   Remedial Obligations .  There has been no contamination of, or releases into, groundwater, surface water or soil resulting from the operation of the PSC which requires reporting or remediation under applicable Environmental Laws (or would require such reporting or remediation, were all facts known to the Government).  All hazardous substances and solid, liquid and gaseous wastes generated from the operation of the PSC have been handled and disposed of in accordance with applicable Environmental Laws.

(J)                                    Information about Joint Operations

(i)                                      Force Majeure . T here is no event, condition, or circumstance currently ongoing or present, or reasonably expected, with respect to performance of rights or obligations which constitutes Force Majeure under the PSC or the JOA.

(ii)                                   Activity in Area .  As far as the Farmor is aware, there is no third-party activity in the Contract Area, or condition or circumstance that would prevent operations in the Contract Area.

(iii)                                Calls and options .  Save as provided in the PSC and the JOA, no person has any call upon, option to purchase, or similar right to obtain, production from or attributable to the PSC.

(iv)                               Non-compete agreements; Area of Mutual Interest (“AMI”) Agreements .  There are no agreements, AMI agreements or other  arrangements that will be binding on Farmor after execution of this

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Agreement which restrict or affect Farmor’s ability to compete with any person or in any geographic area or engage in any line of business or acquire rights and interests in any geographic area.

(v)                                  Surety, guaranty, and indemnification agreements .  Farmor is not subject to any obligation to guarantee or act as surety for any obligation of another person or to indemnify or insure another person against loss or third party claim, which obligation will be binding on Farmor in respect of the PSC or JOA after execution of this Agreement, except indemnifications of the Government pursuant to the PSC and indemnifications of the operator under the JOA.

(vi)                               Swaps, hedges, and other derivative contracts .  None of the Documents consist of, nor is the PSC subject to, any hedge contracts, futures contracts, swap contracts, option contracts, or similar derivatives contracts.

(vii)                            Non-consent elections .  No operations are being conducted or have been conducted with respect to the PSC as to which Farmor has elected to be a non-consenting party or sole risk party under the JOA.

(viii)                         Proper and timely payments .  Farmor has made proper and timely payment of all of its share of costs and expenses under the JOA, to the extent due as of the execution of this Agreement.

(K)                               EXCEPT AS AND TO THE LIMITED EXTENT EXPRESSLY REPRESENTED OTHERWISE IN THIS AGREEMENT AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, FARMOR EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, AS TO  (I) THE CONTENTS, CHARACTER OR NATURE OF ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY ENGINEERING, GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE ASSIGNED INTERESTS, (II) THE QUANTITY, QUALITY OR  RECOVERABILITY OF HYDROCARBONS IN OR FROM THE ASSIGNED INTERESTS, (III) ANY ESTIMATES OF THE VALUE OF THE ASSIGNED INTERESTS OR FUTURE REVENUES GENERATED BY THE ASSIGNED INTERESTS, (IV) THE PRODUCTION OF HYDROCARBONS FROM THE ASSIGNED INTERESTS, (V) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE ASSIGNED INTERESTS, (VI) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE TO FARMEE OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS

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CONTEMPLATED BY THIS AGREEMENT OR ANY DISCUSSION OR PRESENTATION RELATING THERETO AND (VII) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM PATENT OR TRADEMARK INFRINGEMENT.  EXCEPT AS AND TO THE LIMITED EXTENT EXPRESSLY REPRESENTED OTHERWISE IN SECTION 8.1 OF THIS AGREEMENT, FARMOR FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, OF MERCHANTABILITY, FREEDOM FROM LATENT VICES OR DEFECTS, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY OF THE ASSIGNED INTERESTS, RIGHTS OF A PURCHASER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT FARMEE SHALL BE DEEMED TO BE OBTAINING THE ASSIGNED INTERESTS IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS OR DEFECTS (KNOWN OR UNKNOWN, LATENT, DISCOVERABLE OR UNDISCOVERABLE), AND THAT FARMEE HAS MADE OR CAUSED TO BE  MADE SUCH INSPECTIONS AS FARMEE DEEMS APPROPRIATE.

(L)                                 EXCEPT TO THE EXTENT OF PARAGRAPH (I) ABOVE, FARMOR HAS NOT AND WILL NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING ANY MATTER OR CIRCUMSTANCE RELATING TO ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT OR THE PROTECTION OF HUMAN HEALTH, SAFETY, NATURAL RESOURCES OR THE ENVIRONMENT, OR ANY OTHER ENVIRONMENTAL CONDITION OF THE CONTRACT AREA OR THE PROPERTIES COMPRISING THE ASSIGNED INTERESTS, AND NOTHING IN THIS AGREEMENT OR OTHERWISE, SAVE FOR PARAGRAPH (I) ABOVE, SHALL BE CONSTRUED AS SUCH A REPRESENTATION OR WARRANTY.  SAVE FOR PARAGRPH (I) ABOVE, FARMEE SHALL BE DEEMED TO BE TAKING THE ASSIGNED INTERESTS “AS IS” AND “WHERE IS” WITH ALL FAULTS FOR PURPOSES OF THEIR ENVIRONMENTAL CONDITION AND THAT FARMEE HAS MADE OR CAUSED TO BE MADE SUCH ENVIRONMENTAL INSPECTIONS AS FARMEE DEEMS APPROPRIATE.

(M)                             FARMOR AND FARMEE AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF CERTAIN REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTIONS 8.1 K THROUGH 8.1 M ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSE OF ANY APPLICABLE LAW.

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Section 8.2 Farmee’s Representations and Warranties

Farmee represents and warrants that each of the statements in Section 8.2 is true and complete as of the Effective Date and shall be deemed to be repeated to be true by Farmee at Closing.  Farmee hereby represents and warrants that:

(A)                                Corporate Authority

Farmee is a corporation duly organized and validly existing under the laws of England and Wales . Farmee is qualified to conduct business in each jurisdiction where necessary to perform this Agreement.  Farmee has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder, to consummate the transactions contemplated hereby, and to conduct its business as now conducted.  All corporate acts required to be taken by Farmee to authorize the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and properly taken, and no further shareholder action on the part of Farmee is required.  This Agreement has been duly executed and delivered by Farmee and constitutes a legal, valid and binding obligation of Farmee, enforceable against Farmee in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity.

(B)                                No conflict

The execution, delivery, and performance of this Agreement by Farmee, the consummation of the transactions contemplated hereby, and the compliance by Farmee with the provisions hereof will not (i) violate any provision of the certificate of incorporation, memorandum and articles of association, bylaws or other governing documents of Farmee, (ii) result in a default (with due notice or lapse of time or both) or the creation of any lien or encumbrance or give rise to any right of termination, cancellation, or acceleration under any note, bond, mortgage, indenture, license, or agreement to which Farmee is a party, (iii) violate any judgment, order, ruling, or decree applicable to Farmee, or (iv) violate any Law applicable to Farmee.

(C)                                Brokers Fees

Farmee has incurred no liability, contingent or otherwise, for brokers’ or finders’ fees relating to the transactions contemplated by this Agreement for which Farmor or Farmor’s Affiliates shall have any responsibility.

(D)                                No Reliance

In making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, Farmee, except to the extent of

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Farmor’s express representations , warranties , agreements and covenants contained in this Agreement , (a) has relied or shall rely solely on its own independent investigation and evaluation of the Farm-In Interest and the advice of its own legal, tax, economic, environmental, engineering, geological and geophysical advisors and the express provisions of this Agreement and not on any comments, statements, projections or other materials made or given by any representatives or consultants or advisors of Farmor, and (b) has satisfied or shall satisfy itself through its own due diligence as to the environmental and physical condition of the Farm-In Interests. Farmee has no knowledge of any fact that results in the breach of any representation, warranty or covenant of Farmor given hereunder.

(E)                                 Claims and Litigation

As far as the Farmee is aware, there are no material claims, demands, actions, suits, governmental inquiries, or proceedings pending, or to Farmee’s knowledge, threatened, against Farmee which would have an adverse effect upon the consummation of the transactions contemplated by this Agreement.

(F)                                  Financing

Farmee has sufficient cash, available lines of credit or other sources of immediately available funds to enable it to fulfill all of its obligations under the PSC, JOA and this Agreement.

(G)                                Technical Capability

Farmee has the technical capability, personnel and resources to fulfill its obligations under this Agreement.

Section 8.3 Mutual Representations and Warranties

The Parties make the following representations and warranties to each other as of the Effective Date and again as of the Closing:

(A)        Payments

Neither Party nor any of its Affiliates have made, offered, or authorized and will not make, offer or authorize any payment, gift, promise or other advantage, in connection with the matters which are the subject to this Agreement, whether directly or indirectly through any other person or entity, to or for the use or benefit of any public official (i.e., any person holding a legislative, administrative or judicial office, including any person employed by or acting on behalf of a public agency, a public enterprise or a public international organization) or any political party or political party

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official or candidate for office, where such payment, gift or promise would violate: (a) the applicable laws of the Republic of Guinea; (b) the laws of the country of formation of the Party or such Party’s ultimate parent company (or its principal place of business); (c) the principles described in the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed in Paris on December 17, 1997, which entered into force on February 15, 1999, and the Convention’s Commentaries, (d) the United States Foreign Corrupt Practices Act, or (e) the UK Bribery Act of 2010.

(B)        Other Representations and Warranties

The execution, delivery, and performance of this Agreement by each Party, the consummation of the transactions contemplated hereby, and the compliance with the provisions hereof will not, to the best of each Party’s knowledge and belief:

a.               violate any applicable Laws/Regulations, judgment, decree or award;

b.               contravene the organization documents of a Party; or

c.                result in a violation of a term or provision, or constitute a default or accelerate the performance of an obligation under any contract or agreement executed by a Party hereto.

Section 8.4 Disclaimer of Other Representations and Warranties

Except for the representations and warranties provided in this Article VIII, the Parties make no, and disclaim any, warranty or representation of any kind, either express, implied, statutory, or otherwise, including, without limitation, the accuracy or completeness of any data, reports, records, projections, information, or materials now, heretofore, or hereafter furnished or made available to Farmee in connection with this Agreement or the PSC.

ARTICLE IX TAX

Section 9.1 Tax Obligations

Save, as provided in Section 4.6, each Party shall be responsible for reporting and discharging its own tax, measured by the profit or income of the Party, and the satisfaction of such Party’s share of all contractual obligations under the PSC and under this Agreement.  Each Party shall protect, defend and indemnify the other Party from any and all loss, cost or liability arising from the indemnifying Party’s failure to report and discharge such taxes or satisfy such obligations.  The Parties intend that all income and all tax benefits (including deductions, depreciation, credits and capitalization) with respect to the expenditures made by the Parties hereunder will be allocated by the Government tax authorities to the

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Parties based on the share of each tax item actually received or borne by each Party.  If such allocation is not accomplished due to the application of Laws or Regulations or other Government action, the Parties shall attempt to adopt mutually agreeable arrangements that will allow the Parties to achieve the financial results intended.  The Operator shall provide each Party, in a timely manner and at such Party’s sole expense, with such information with respect to Joint Operations as such Party may reasonably request for preparation of its tax returns or responding to any audit or other tax proceeding.

Section 9.2 Joint Levy

If interpretation or enforcement of the PSC by the Government imposes joint and several liability on the Parties for any levy, charge or tax, the Parties agree to cross indemnify each other to the extent that such levy, charge or tax is owed by one Party individually.

Section 9.3 United States Tax Election

a.               If, for United States federal income tax purposes, this Agreement and the operations under this Agreement are regarded as a partnership and if the Parties have not agreed to form a tax partnership, each Party elects to be excluded from the application of all of the provisions of Subchapter “K”, Chapter 1, Subtitle “A” of the United States Internal Revenue Code of 1986, as amended (the “Code”), to the extent permitted and authorized by Section 761(a) of the Code and the regulations promulgated under the Code.  Operator, if it is a U.S. Party, is authorized and directed to execute and file for each Party such evidence of this election as may be required by the Internal Revenue Service, including all of the returns, statements, and data required by United States Treasury Regulations Sections 1.761-2 and 1.6031(a)-1(b)(5) and shall provide a copy thereof to each U.S. Party.  However, if Operator is not a U.S. Party, the Party who holds the greatest Participating Interest among the U.S. Parties shall fulfill the obligations of Operator under this Section 9.3.  Should there be any requirement that any Party give further evidence of this election, each Party shall execute such documents and furnish such other evidence as may be required by the Internal Revenue Service or as may be necessary to evidence this election.

b.               No Party shall give any notice or take any other action inconsistent with the foregoing election.  If any income tax laws of any state or other political subdivision of the United States or any future income tax laws of the United States or any such political subdivision contain provisions similar to those in Subchapter “K”, Chapter 1, Subtitle “A” of the Code, under which an election similar to that provided by Section 761(a) of the Code is permitted, each Party shall make such election as may be permitted or required by such laws.  In making the foregoing election or

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elections, each U.S. Party states that the income derived by it from operations under this Agreement can be adequately determined without the computation of partnership taxable income.

c.                Unless approved by every Non-U.S. Party, no activity shall be conducted under this Agreement that would cause any Non-U.S. Party to be deemed to be engaged in a trade or business within the United States under United  States income tax laws and regulations.

ARTICLE X CONFIDENTIALITY

Section 10.1 CONFIDENTIALITY

Except as otherwise provided in the PSC and the JOA, each Party agrees that all information disclosed under this Agreement, except information in the public domain or lawfully in possession of the other Party prior to the Effective Date, shall be considered confidential and shall not be disclosed to any other person or entity without the prior written consent of the Party which owns such confidential information. This obligation of confidentiality shall remain in force during the term of the PSC and for a period of three (3) years thereafter. Notwithstanding the foregoing, confidential information may be disclosed without consent and without violating the obligations contained in this Article in the following circumstances:

1.               to an Affiliate provided the Affiliate is bound to the provisions of this Article X and the Party disclosing is responsible for the violation of an Affiliate;

2.               to the Government when required by the PSC;

3.               to the extent such information is required to be furnished in compliance with the applicable Laws/Regulations, or pursuant to any legal proceedings or because of any order of any court binding upon a Party;

4.               to  attorneys engaged, or proposed to be engaged, by any Party where disclosure of such information is essential to such attorneys’ work for such Party and such attorneys are bound by an obligation of confidentiality;

5.               to contractors and consultants engaged, or proposed to be engaged, by any Party where disclosure of such information is essential to such contractor’s or consultant’s work for such Party;

6.               to a bona fide prospective transferee of a Party’s Participating Interest, or portion thereof, to the extent appropriate in order to allow the assessment of such Participating Interest (including an entity with whom a Party and/or its Affiliates are conducting bona fide negotiations directed toward a merger, consolidation or the sale of a majority of its or an Affiliate’s shares);

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7.               to a bank or other financial institution to the extent appropriate to a Party arranging for funding;

8.               to the extent such information must be disclosed pursuant to any rules or requirements of any government or stock exchange having jurisdiction over such Party, or its Affiliates;

9.               to its respective employees, subject to each Party taking sufficient precautions to ensure such information is kept confidential;

10.        to the extent any information which, through no fault of a Party, becomes a part of the public domain; and

11.        to the other parties to the PSC and JOA and the Government solely to the extent as may be required to satisfy the Conditions Precedent.

Section 10.2

Disclosure pursuant to Sections 10.1( 5 ), ( 6 ), ( 7 ) and ( 11 ) shall not be made unless prior to such disclosure the disclosing Party has obtained a written undertaking from the recipient party to keep the information strictly confidential for at least as long as the period set out above and to use the information for the sole purpose described in Sections 10.1( 5 ), ( 6 ), ( 7 ), and ( 11 ), whichever is applicable, with respect to the disclosing Party.

ARTICLE XI NOTICES

All notices authorized or required between the Parties by any of the provisions of this Agreement shall be in writing in English and delivered in person, by courier service or by any electronic means of transmitting written communications which provides written confirmation of complete transmission, and properly addressed to the other Party.  Verbal communication does not constitute notice for purposes of this Agreement, and e-mail addresses and telephone numbers for the Parties are listed below as a matter of convenience only.  A notice given under any provision of this Agreement shall be deemed delivered only when received by the Party to whom such notice is directed, and the time for such Party to deliver any notice in response to such originating notice shall run from the date the originating notice is received.  “ Received ” for purposes of this Article shall mean actual delivery of the notice to the address of the Party specified hereunder.

All notices shall be addressed as follows:

If to Farmor:

Attn: Paolo Amoruso, SCS Corporation Ltd., 12012 Wickchester Lane, Suite 475, Houston, TX 77079, USA Telephone +1 713.353.9400, Facsimile +1 713.353.9434.

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If to Farmee:

Attn:  General Counsel, Tullow Guinea Ltd, 9 Chiswick Park, 566 Chiswick High Road, London, W4 5XT, England. Telephone: +44 20 3249 9000, Facsimile: +44 20 3249 8801.

ARTICLE XII LAW AND DISPUTE RESOLUTION

Section 12.1 Governing Law

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Texas, excluding any choice of law rules which would refer the matter to the laws of another jurisdiction.

Section 12.2 Dispute Resolution

(a)                            Notification .  A Party who desires to submit a Dispute for resolution shall commence the dispute resolution process by providing the other party to the Dispute written notice of the Dispute (“ Notice of Dispute ”).  The Notice of Dispute shall  contain a brief statement of the nature of the Dispute and the relief requested. The submission of a Notice of Dispute shall toll any applicable statutes of limitation related to the Dispute, pending the conclusion or abandonment of dispute resolution proceedings under this Article XII.

(b)                            Arbitration .  Any Dispute not finally resolved between the Parties shall be exclusively and definitively resolved through final and binding arbitration, it being the intention of the Parties that this is a broad form arbitration agreement designed to encompass all possible disputes.

1.                                       Rules .  The arbitration shall be conducted in accordance with the following international arbitration rules (as then in effect) (the “ Rules ”): Arbitration Rules of the American Arbitration Association (the “ AAA ”) .

2.                                       Number of Arbitrators .  The arbitration shall be conducted by three arbitrators, unless both parties to the Dispute agree to a sole arbitrator within thirty (30) days after the filing of the arbitration. For greater certainty, for purposes of this Section 12.2(B), the filing of the arbitration means the date on which the claimant’s request for arbitration is received by the other parties to the Dispute.

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3.                                       Method of Appointment of the Arbitrators .  If the arbitration is to be conducted by a sole arbitrator, then the arbitrator will be jointly selected by the Parties to the Dispute.  If the Parties to the Dispute fail to agree on the arbitrator within thirty (30) days after the filing of the arbitration, then the American Arbitration Association shall appoint the arbitrator.

4.                                       If the arbitration is to be conducted by three arbitrators, then each party to the Dispute shall appoint one arbitrator within thirty (30) days of the filing of the arbitration, and the two arbitrators so appointed shall select the presiding arbitrator within thirty (30) days after the latter of the two arbitrators has been appointed by the Parties to the Dispute.  If a Party to the Dispute fails to appoint its party-appointed arbitrator or if the two party-appointed arbitrators cannot reach an agreement on the presiding arbitrator within the applicable time period, then the American Arbitration Association shall appoint the remainder of the three arbitrators not yet appointed.

5.                                       Consolidation .  If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and which could result in conflicting awards or obligations, then all such proceedings may be consolidated into a single arbitral proceeding.

6.                                       Place of Arbitration .  Unless otherwise agreed by the Parties to the Dispute, the place of arbitration shall be Houston, Texas .

7.                                       Language .  The arbitration proceedings shall be conducted in the English language and the arbitrator(s) shall be fluent in the English language.

8.                                       Entry of Judgment .  The award of the arbitral tribunal shall be final and binding.  Judgment on the award of the arbitral tribunal may be entered and enforced by any court of competent jurisdiction.

9.                                       Notice .  All notices required for any arbitration proceeding shall be deemed properly given if sent in accordance with Article XI.

10.                                Qualifications and Conduct of the Arbitrators .  All arbitrators shall be and remain at all times wholly impartial, and, once appointed, no arbitrator shall have any ex parte communications with any of the parties to the Dispute

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concerning the arbitration or the underlying Dispute other than communications directly concerning the selection of the presiding arbitrator, where applicable.

11.                                Interim Measures .  Either Party to the Dispute may apply to a court for interim measures (i) prior to the constitution of the arbitral tribunal (and thereafter as necessary to enforce the arbitral tribunal’s rulings); or (ii) in the absence of the jurisdiction of the arbitral tribunal to rule on interim measures in a given jurisdiction.  The Parties agree that seeking and obtaining such interim measures shall not waive the right to arbitration.  The arbitrators (or in an emergency the presiding arbitrator acting alone in the event one or more of the other arbitrators is unable to be involved in a timely fashion) may (1) grant interim measures including injunctions, attachments and conservation orders in appropriate circumstances, which measures may be immediately enforced by court order and (2) enforce interim measures lawfully granted by a court before the appointment of the tribunal.  Hearings on requests for interim measures may be held in person, by telephone, by video conference or by other means that permit the parties to the Dispute to present evidence and arguments.

12.                                Costs and Attorneys’ Fees .  The arbitral tribunal is authorized to award costs and attorneys’ fees and to allocate them between the parties to the Dispute.  The costs of the arbitration proceedings, including attorneys’ fees, shall be borne in the manner determined by the arbitral tribunal.

13.                                Interest .  The award shall include interest, as determined by the arbitral award, from the date of any default or other breach of this Agreement until the arbitral award is paid in full.  Interest shall be awarded at LIBOR plus 200 basis points.

14.                                Currency of Award .  The arbitral award shall be made and payable in Dollars, free of any tax or other deduction.

15.                                Exemplary Damages .  The Parties waive their rights to claim or recover, and the arbitral tribunal shall not award, any punitive, multiple, or other exemplary damages (whether statutory or common law) except to the extent such damages have been awarded to a third party and are subject to allocation between or among the parties to the Dispute.

16.                                Waiver of Challenge to Decision or Award .  To the extent permitted by law, any right to appeal or challenge any

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arbitral decision or award, or to oppose enforcement of any such decision or award before a court or any governmental authority, is hereby waived by the Parties except with respect to the limited grounds for modification or non-enforcement provided by any applicable arbitration statute or treaty.

(c)           Confidentiality .  All negotiations, mediation, arbitration, and expert determinations relating to a Dispute (including a settlement resulting from negotiation or mediation, an arbitral award, documents exchanged or produced during a mediation or arbitration proceeding, and memorials, briefs or other documents prepared for the arbitration) are confidential and may not be disclosed by the Parties, their employees, officers, directors, counsel, consultants, and expert witnesses, except (in accordance with Article X) to the extent necessary to enforce this Article XII or any arbitration award, to enforce other rights of a Party, or as required by law or pursuant to any rules or requirements of any government or stock exchange; provided, however, that breach of this confidentiality provision shall not void any settlement, expert determination or award.

Section 12.3 Expert Determination

Section 12.2 shall not apply to any matter referred to an expert, in relation to which the Parties hereby agree that such decision shall be conducted expeditiously by an expert selected unanimously by the parties.  The expert is not an arbitrator and shall not be deemed to be acting in an arbitral capacity. The Party desiring an expert determination shall give the other Party to the dispute written notice of the request for such determination.  If the Parties to the dispute are unable to agree upon an expert within ten (10) Days after receipt of the notice of request for an expert determination, then, upon the request of any of the Parties to the dispute, the International Centre for Expertise of the International Chamber of Commerce (ICC) shall appoint such expert and shall administer such expert determination through the ICC’s Rules for Expertise.  The expert, once appointed, shall have no ex parte communications with any of the Parties to the dispute concerning the expert determination or the underlying dispute.  Both Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner.  Before issuing his final decision, the expert shall issue a draft report and allow the Parties to the dispute to comment on it.  The expert shall endeavor to determine the matter in dispute within thirty (30) days (but no later than sixty (60) days) after his appointment, taking into account the circumstances requiring an expeditious resolution of the matter in dispute.  The expert’s decision shall be final and binding on the Parties to the Dispute, absent fraud, miscarriage of justice or manifest error.

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Section 12.4 Section Waiver of Sovereign Immunity

Any Party that now or hereafter has a right to claim sovereign immunity for itself or any of its assets hereby waives any such immunity to the fullest extent permitted by the laws of any applicable jurisdiction.  This waiver includes immunity from (i) any expert determination, mediation, or arbitration proceeding commenced pursuant to this Agreement; (ii) any judicial, administrative or other proceedings to aid the expert determination, mediation, or arbitration commenced pursuant to this Agreement; and (iii) any effort to confirm, enforce, or execute any decision, settlement, award, judgment, service of process, execution order or attachment (including pre-judgment attachment) that results from an expert determination, mediation, arbitration or any judicial or administrative proceedings commenced pursuant to this Agreement.  Each Party acknowledges that its rights and obligations hereunder are of a commercial and not a governmental nature.

ARTICLE XIII FORCE MAJEURE

If as a result of Force Majeure, any Party is rendered unable, wholly or in part, to carry out its obligations under this Agreement, other than the obligation to pay any amounts due, then the obligations of the Party giving such notice, so far as and to the extent that the obligations are affected by such Force Majeure, shall be suspended during the continuance of any inability so caused and for such reasonable period thereafter as may be necessary for the Party to put itself in the same position that it occupied prior to the Force Majeure, but for no longer period.  The Party claiming Force Majeure shall notify the other Party of the Force Majeure within a reasonable time after the occurrence of the facts relied on and shall keep the other Party informed of all significant developments.  Such notice shall give reasonably full particulars of the Force Majeure and also estimate the period of time which the Party will probably require to remedy the Force Majeure.  The affected Party shall use all reasonable diligence to remove or overcome the Force Majeure situation as quickly as possible in a commercially reasonable manner but shall not be obligated to settle any labor dispute except on terms acceptable to it. All such disputes shall be handled within the sole discretion of the affected Party.

ARTICLE XIV DEFAULT

Section 14.1 Default

If Farmee fails to pay the amounts due under Article IV of this Agreement by the applicable dates, Farmee shall be in default hereunder and such amounts shall accrue interest payable to the Farmor at LIBOR + 200 basis points calculated on the outstanding balance from, and including, the due date until, and excluding the date of payment.

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Section 14.2  Reassignment

Without prejudice to the JOA and to any and all other legal rights and remedies available to Farmor under this Agreement or at law, in the event that Farmee fails to perform its obligations under Article IV within the time frame provided in Section 4.4, Farmor shall have the option, exercisable at any time after 30 days from Farmor’s written notice to Farmee of Farmee’s failure to fulfill on a timely basis its obligations under Article IV within the time frame provided in Section 4.4, to require that Farmee assign Farmee’s entire Participating Interest to Farmor free of cost.  In this event, Farmee agrees to execute any and all such documents as are necessary for such assignment in the same form and manner as the original assignment; and, to assist in obtaining any required Government approval of such reassignment.  The Parties expressly recognize and agree that any default or failure on the part of the Farmee to comply with its obligations under Section 4.1 shall be a default under the JOA and subject Farmee and its Participating Interest to the provisions under the JOA for such default or failure to comply, including all default and remedies provisions under Article 8 of the JOA and any other applicable provision thereunder.

ARTICLE XV GENERAL PROVISIONS

Section 15.1  Assignments

i.                   Prior to the Closing Date neither Party shall assign any portion of its rights and obligations under this Agreement without the express written consent of the Farmor, such consent not to be unreasonably withheld.

ii.                Either Party may, after Closing and with the express written consent of the other Parties (such consent not to be unreasonably withheld), assign all or a portion of its rights and obligations under this Agreement to a third party to the extent it assigns a corresponding interest of the Farm-In Interest, and such third party enters into a novation of this Agreement to become a party hereto in the place of the assigning Farmor or Farmee.

iii.             Farmee shall not assign any portion of its rights and obligations under this Agreement without the express prior written consent of the Farmor until it has fulfilled all of the Farmee’s Farm-In Obligations. In the event that the Farm In Well is completed and the Farmee notifies the Farmor that it does not view such well as warranting appraisal, the Farm In Obligations shall be fulfilled notwithstanding no Appraisal Well having been drilled.

Section 15.2   Relationship of Parties

The rights, duties, obligations and liabilities of the Parties under this Agreement shall be individual, not joint or collective.  It is not the intention of the Parties to create, nor shall this Agreement be deemed or construed to create, a mining or other partnership, joint venture or association or (except as explicitly provided in

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this Agreement) a trust.  This Agreement shall not be deemed or construed to authorize any Party to act as an agent, servant or employee for any other Party for any purpose whatsoever except as explicitly set forth in this Agreement.  In their relations with each other under this Agreement, the Parties shall not be considered fiduciaries except as expressly provided in this Agreement.

Section 15.3   Further Assurances

Each of the Parties shall do all such acts and execute and deliver all such documents as shall be reasonably required in order to fully perform and carry out the terms of this Agreement.

Section 15.4   Waiver

No waiver by a Party of any one or more defaults by the other Party in the performance of any provision of this Agreement shall operate or be construed as a waiver of any future default or defaults by the same Party whether of a like or of a different character.  Except as expressly provided in this Agreement, neither Party shall be deemed to have waived, released or modified any of its rights under this Agreement unless such Party has expressly stated, in writing, that it does waive, release or modify such right.

Section 15.5 Joint Preparation

Each provision of this Agreement shall be construed as though all Parties participated equally in the drafting of the same.  Consequently, the Parties acknowledge and agree that any rule of construction that a document is to be construed against the drafting party shall not be applicable to this Agreement.

Section 15.6 Severance of Invalid Provisions

If and for so long as any provision of this Agreement shall be deemed to be judged invalid for any reason whatsoever, such invalidity shall not affect the validity or operation of any other provision of this Agreement except only so far as shall be necessary to give effect to the construction of such invalidity, and any such invalid provision shall be deemed severed from this Agreement without affecting the validity of the balance of this Agreement.

Section 15.7 Modifications

There shall be no modification of this Agreement except by written consent of both Parties.

Section 15.8 Priority of Agreement

In the event of any conflict between the provisions of the main body of this Agreement and its Exhibits, the provisions of the main body of the Agreement shall prevail. In the event of any conflict between this Agreement and the JOA,

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this Agreement shall prevail. In the event of any conflict between this Agreement and the PSC, this Agreement shall prevail unless such would be in violation of the Laws of Guinea or the terms of the PSC.

Section 15.9 Interpretation

Headings. The topical headings used in this Agreement are for convenience purposes only and shall not be construed as having any substantive significance or as indicating that all of the provisions of this Agreement relating to any topic are to be found in any particular Article.

Singular and Plural. Reference to the singular includes a reference to the plural and vice versa.

Gender. Reference to any gender includes a reference to all other genders.

Article. Unless otherwise provided, reference to any Article or an Exhibit means an Article or Exhibit of the Agreement.

Include. “ include ” and “ including ” shall mean to be inclusive without limiting the generality of the description preceding such term and are used in an illustrative sense and not a limiting sense.

Section 15.10 Counterpart Execution

This Agreement may be executed in any number of counterparts and each such counterpart shall be deemed an original Agreement for all purposes; provided that neither Party shall be bound to this Agreement unless and until all Parties have executed a counterpart.  For purposes of assembling all counterparts into one document, Farmor is authorized to detach the signature page from one or more counterparts and, after signature thereof by the respective Party, attach each signed signature page to a counterpart.

Section 15.11 Public Announcements

No public announcement or statement regarding the terms or existence or this Agreement shall be made without prior written consent of both Farmor and Farmee Parties with such disclosure not intended to be publicly announced prior to the Effective Date; provided that, notwithstanding any failure to obtain such approval, neither Farmor or Farmee shall be prohibited from issuing or making any such public announcement or statement to the extent it is necessary to do so in order to comply with the applicable laws, rules or regulations of any government, legal proceedings or stock exchange having jurisdiction over such Party or its Affiliates; however, the Parties shall use reasonable endeavours to (i) consult with the other Party in advance of such required public announcement in

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order to agree the form, content and timing of such disclosure and (ii) shall include only that portion information which the disclosing Party is advised by written opinion of counsel (including in-house counsel) is legally required.  Such opinion shall be delivered to the other Party prior to any such public announcement.

Section 15.12 Entirety

With respect to the subject matter contained herein, this Agreement (i) is the entire agreement of the Parties; and (ii) supersedes all prior understandings and negotiations of the Parties.

ARTICLE XVI GUARANTEE

Farmee shall provide Farmor with the security in the form attached as Exhibit F to guarantee the obligations under this Agreement, the JOA and the Contract.

The Parties have executed this Agreement as of the Effective Date.

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Exhibit “A”
PSC

Exhibit “B”
Contract Area

The Contract Area represented on the attached map consists of an area deemed equal to approximately 24,000 square kilometers.

Exhibit “C”
Joint Operating Agreement

OPERATING AGREEMENT

BETWEEN

SCS CORPORATION

AND

DANA PETROLEUM (E&P) LIMITED

COVERING:

THE HYDROCARBON PRODUCTION SHARING CONTRACT DATED SEPTEMBER 22, 2006

OFFSHORE REPUBLIC OF GUINEA

BASED ON

THE 2002 MODEL FORM INTERNATIONAL OPERATING AGREEMENT OF

THE ASSOCIATION OF INTERNATIONAL PETROLEUM NEGOTIATORS (“AIPN”)

TABLE OF CONTENTS

ii

iii

iv

OPERATING AGREEMENT

THIS AGREEMENT is made as of the 28 th  day of January 2010 (the “ Effective Date ”) among SCS Corporation , a company existing under the laws of the State of Delaware (hereinafter referred to as “SCS” or “Operator”) and Dana Petroleum (E&P) Limited, a company existing under the laws of England, (hereinafter referred to as “DANA”). The companies named above, and their respective successors and assignees (if any), may sometimes individually be referred to as “Party” and collectively as the “Parties”.

WITNESSETH:

WHEREAS, SCS has entered into the Hydrocarbon Production Sharing Contract dated September 22, 2006 with the Republic of Guinea (hereinafter referred to as “Government”) covering certain areas located in the Offshore Area (the “ Contract ”) which Contract is subject to a Memorandum of Understanding dated September 11, 2009 between the Government and SCS; and

WHEREAS, SCS and DANA are Parties to the Contract; and

WHEREAS, the Parties desire to define their respective rights and obligations with respect to their operations under the Contract;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements and obligations set out below and to be performed, the Parties agree as follows:

ARTICLE 1
DEFINITIONS

As used in this Agreement, the following words and terms shall have the meaning ascribed to them below:

1.1                                Accounting Procedure means the rules, provisions and conditions contained in Exhibit A.

1.2                                AFE means an authorization for expenditure pursuant to Article 6.7.

1.3                                Affiliate means a legal entity which Controls, or is Controlled by, or which is Controlled by an entity which Controls, a Party.

1.4                                Agreed Interest Rate means interest compounded on a monthly basis, at the rate per annum equal to the one (1) month term, London Interbank Offered Rate (LIBOR rate) for U.S. dollar deposits, as published in London by the Financial Times or if not published, then by The Wall Street Journal , plus two (2) percentage points, applicable on the first Business Day prior to the due date of payment and thereafter on the first Business Day of each succeeding calendar month. If the aforesaid rate is contrary to any applicable usury law, the rate of interest to be charged shall be the maximum rate permitted by such applicable law.

1.5                                Agreement means this agreement, together with the Exhibits attached to this agreement, and any extension, renewal or amendment hereof agreed to in writing by the Parties.

1.6                                Appraisal Well means any well (other than an Exploration Well or a Development Well) whose purpose at the time of commencement of drilling such well is to appraise the extent or the volume of Hydrocarbon reserves contained in an existing Discovery.

1.7                                Business Day means a Day on which both the banks in the United States and Scotland are customarily open for business.

1.8                                Calendar Quarter means a period of three (3) months commencing with January 1 and ending on the following March 31, a period of three (3) months commencing with April 1 and ending on the following

June 30, a period of three (3) months commencing with July 1 and ending on the following September 30, or a period of three (3) months commencing with October 1 and ending on the following December 31, all in accordance with the Gregorian Calendar.

1.9                                Calendar Year means a period of twelve (12) months commencing with January 1 and ending on the following December 31 according to the Gregorian Calendar.

1.10                         Commercial Discovery means any Discovery that is sufficient to entitle the Parties to apply to the Government to commence exploitation.

1.11                         Completion means an operation intended to complete a well through the Christmas tree as a producer of Hydrocarbons in one or more Zones, including the setting of production casing, perforating, stimulating the well and production Testing conducted in such operation. “ Complete ” and other derivatives shall be construed accordingly.

1.12                         Consenting Party means a Party who agrees to participate in and pay its share of the cost of an Exclusive Operation.

1.13                         Consequential Loss means any loss, damages, costs, expenses or liabilities caused (directly or indirectly) by any of the following arising out of, relating to, or connected with this Agreement or the operations carried out under this Agreement: (i) reservoir or formation damage; (ii) inability to produce, use or dispose of Hydrocarbons; (iii) loss or deferment of income; (iv) punitive damages; or (v) other indirect damages or losses whether or not similar to the foregoing.

1.14                         Contract means the instrument identified in the recitals to this Agreement and any extension, renewal or amendment thereto.

1.15                         Contract Area means as of the Effective Date the area that is described in Exhibit B. The perimeter or perimeters of the Contract Area shall correspond to that area covered by the Contract, as such area may vary from time to time during the term of validity of the Contract.

1.16                         Control means the ownership directly or indirectly of more than fifty (50) percent of the voting rights in a legal entity. “Controls”, “Controlled by” and other derivatives shall be construed accordingly.

1.17                         Cost Hydrocarbons means that portion of the total production of Hydrocarbons which is allocated to the Parties under the Contract and this Agreement for the recovery of the costs and expenses incurred by the Parties and allowed to be recovered pursuant to the Contract.

1.18                         Crude Oil means all crude oils, condensates, and natural gas liquids at atmospheric pressure which are subject to and covered by the Contract.

1.19                         Day means a calendar day unless otherwise specifically provided.

1.20                         Deepening means an operation whereby a well is drilled to an objective Zone below the deepest Zone in which the well was previously drilled, or below the deepest Zone proposed in the associated AFE (if required), whichever is the deeper. “Deepen” and other derivatives shall be construed accordingly.

1.21                         Development Plan means a plan for the development of Hydrocarbons from an Exploitation Area.

1.22                         Development Well means any well drilled for the production of Hydrocarbons pursuant to a Development Plan.

1.23                         Discovery means the discovery of an accumulation of Hydrocarbons whose existence until that moment was unproven by drilling.

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1.24                         Dispute means any dispute, controversy or claim (of any and every kind or type, whether based on contract, tort, statute, regulation, or otherwise) arising out of, relating to, or connected with this Agreement or the operations carried out under this Agreement, including any dispute as to the construction, validity, interpretation, enforceability or breach of this Agreement.

1.25                         Entitlement means that quantity of Hydrocarbons (excluding all quantities used or lost in Joint Operations) of which a Party has the right and obligation to take delivery pursuant to the terms of this Agreement and the Contract, as such rights and obligations may be adjusted by the terms of any lifting, balancing and other disposition agreements entered into pursuant to Article 9.

1.26                         Environmental Loss means any loss, damages, costs, expenses or liabilities (other than Consequential Loss) caused by a discharge of Hydrocarbons, pollutants or other contaminants into or onto any medium (such as land, surface water, ground water and/or air) arising out of, relating to, or connected with this Agreement or the operations carried out under this Agreement, including any of the following: (i) injury or damage to, or destruction of, natural resources or real or personal property; (ii) cost of pollution control, cleanup and removal; (iii) cost of restoration of natural resources; and (iv) fines, penalties or other assessments.

1.27                         Exclusive Operation means those operations and activities carried out pursuant to this Agreement, the costs of which are chargeable to the account of less than all the Parties.

1.28                         Exclusive Well means a well drilled pursuant to an Exclusive Operation.

1.29                         Exploitation Area means that part of the Contract Area which is established for development of a Commercial Discovery pursuant to the Contract or, if the Contract does not establish an exploitation area, then that part of the Contract Area which is delineated as the exploitation area in a Development Plan approved as a Joint Operation or as an Exclusive Operation.

1.30                         Exploitation Period means any and all periods of exploitation during which the production and removal of Hydrocarbons is permitted under the Contract.

1.31                         Exploration Period means any and all periods of exploration set out in the Contract.

1.32                         Exploration Well means any well the purpose of which at the time of the commencement of drilling is to explore for an accumulation of Hydrocarbons, which accumulation was at that time unproven by drilling.

1.33                         G & G Data means only geological, geophysical and geochemical data and other similar information that is not obtained through a well bore.