Purchase Order

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Page 1 of 4 Supplier: Company Entity: Invoice To:

Emval Nigeria Limited (USD) EMVAL Close, Off Shell Location Road Km16 Port Harcourt/Aba Expressway Port Harcourt Port Harcourt Rivers Nigeria Contact Name: Email: Phone: Brian Weale

Afren Resources Limited 1st Floor The Octagon 13A, A.J Marinho Drive Victoria Island Annex Lagos Nigeria

Afren Resources Limited Finance Department, 1st Floor The Octagon 13A, A.J Marinho Drive Victoria Island Annex Lagos NIGERIA

Brian.Weale@afren.com +44 (0) 207 864 3727 DDP Delivered Duty Paid

Order Date:

18-Jun-2013

Delivery Terms: Delivery Point: Description 1

Delivery Date Currency 1.01.06.785 25-Jun-2013 USD

UOM Each

Unit Price 16,100.00

Qty 1

Total 16,100.00

Wellhead, FMC, Pneumatic Actuated Gate Valve, 3-1/8" , 5,000 PSI, Model 120, P/no 901200005, c/w Baker Dia-Flex Actuator and Bonnet

Total (excl Vat)

16,100.00

Above is in accordance with Emval's Quotation Ref AFREN/EWH/003 dated 6th June 2013 Marking: Supplier to ensure that items are marked with the Buyer Purchase Order Number and Commodity Item number Documentation: Supplier shall ensure that all items are supplied with full traceability / Mill & Material certification / Certs of Origin as required. Delivery & Freight: Supplier shall deliver the Goods by the most expedient shipment method to ensure PO delivery date is met. Supplier shall notifiy the Company Contact of shipping progress within one week of receipt or order and then with follow-up weekly updates. Invoicing:Supplier shall send invoice for payment to lagosfinance@afren.com NOTE: Company shall only pay Suppliers invoices into the nominated bank account as originally notified when supplier registered their details with Company or as subsequently amended by formal notification to our Finance Department of any applicable changes.

Notes:

- This Order is subject to the terms and conditions stated. being returned to you.

- Please acknowledge receipt and acceptance of this Order by signing and returning a copy to: Brian Weale - VAT & WHT to be withheld and remitted directly to the Government Order authorised and issued on behalf of Afren Resources Limited

- The Order number must be clearly referred to on your invoice(s). Failure to reference the Order Number will result in the invoice - This order assumes supplier is duly registered with the CAC and the FIRS

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Order authorised and issued on behalf of Date: Title:

Order accepted on behalf of Emval Nigeria Limited (USD)

By: Name:

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1.0 Definitions and Interpretations
1.1 In these Conditions: "Affiliate" shall mean any subsidiary or holding company of any company or any other subsidiary of such holding company. For the purpose of this definition, "subsidiary" and "holding company" have the meaning given in the Companies Act 2006 "Company" shall mean the person, persons, firm or company named in the Purchase Order to purchase Goods hereinafter defined and shall include Companys legal personal representatives, successors and assigns. "Company Group" shall mean Company, its Co-Venturers, Company's other contractors and their respective subcontractors (of any tier), its and their respective Affiliates and its and their respective officers and employees (including agency personnel), but does not include any member of Contractor Group." "Contractor" shall mean the person, persons, firm or company named in the Purchase Order to supply Goods hereinafter defined and shall include Contractors legal personal representatives, successors and assigns. "Contractor Group" shall mean Contractor, its subcontractors, its and their Affiliates, its and their respective officers and employees (including agency personnel), but shall not include any member of Company Group. "Co-Venturers" shall mean any co-venturers with Company from time to time having an interest in the exploration and production licence under which the Work is being performed and the successors in interest of such Co-Venturers or the assignees of any interest of such Co-Venturers. "Delivery" shall occur when the Goods are received by Company at the place specified in the Purchase Order. "Delivery Date" shall mean the date(s) upon which the Goods shall be delivered as specified in the Purchase Order. "Goods" shall mean the Goods to be provided in accordance with this Purchase Order. "Purchase Order" shall mean the contract formed by the acceptance of this Purchase Order and shall incorporate these Purchase Order Terms and Conditions as may be amended by any special conditions referred to in this Purchase Order

2.0 Contractors Commitment to Company

2.1 Application of Conditions: Contractor will sell the Goods to Company on the terms set out in the Purchase Order. 2.2 Delivery: Contractor will deliver or make the Goods available to Company at the time and place specified in the Purchase Order, the Delivery Date. In the event that Contractor is unable to deliver the Goods on the Delivery Date Contractor shall notify Company at the earliest possible opportunity. Company and Contractor shall endeavour to agree a mutually acceptable revised Delivery Date. However, in the event that Company and Contractor cannot agree, Company shall have the right to terminate the Purchase Order and recover from Contractor the direct losses sustained as a result of the delay up to an amount not to exceed the value of the Purchase Order. 2.3 Inclusive Price: The price which Company has agreed to pay for the Goods is set out in the Purchase Order and is exclusive of VAT but includes all other taxes, duties or other charges as applicable. 2.4 Access: Contractor will allow Company to expedite, inspect and test the Goods during manufacture at Contractors premises on reasonable prior notice. Any expediting, inspection, testing or any failure to do so shall in no way relieve Contractor of its obligations as specified in the Purchase Order. 2.5 Specifications: Contractor will ensure that the Goods will meet Companys requirements with regard to any quality, quantity or specifications, which are set out in the Purchase Order. 2.6 Defects Correction: Contractor will repair, replace or rectify any of the Goods (or any replacement) which are defective. Contractors obligation shall apply only when the Goods are used in accordance with Contractors specification, if any. Contractors obligation shall cease twelve (12) months after the date on which the Goods are first put into operational use or twenty-four (24) months from Delivery whichever shall first occur. Title and risk in the Goods or any part thereof, which do not comply with the requirements of the Purchase Order and which are rejected by Company shall re-vest in Contractor on return to Contractor. 2.7 Packing: Contractor will ensure that the Goods are properly packed, secured and labelled in accordance with accepted industry practice and to meet Companys requirement as specified in the Purchase Order. 2.8 Documentation: Contractor will provide Company by the due date(s), all drawings, certificates or other documentation in the specified format and quantities as detailed in the Purchase Order. 2.9 Hazardous Materials: Contractor will ensure that the Goods will comply with the requirements of law and, to the extent that they contain toxic, corrosive or hazardous materials, Contractor will ensure that a notice to that effect accompanies each consignment, together with appropriate care and handling instructions. Goods supplied under the Purchase Order, which are contaminated beyond use, at the time of Delivery, shall be regenerated or disposed of by Contractor. The title and risk of the contaminated Goods will transfer to Contractor, at the time contamination is identified and notified to Contractor, who will bear all expenses for the said processes. In the event that Company contaminates the Goods, Company will be liable for the processes of regeneration or disposal. 2.10 Title and Risk: Title and Risk in the Goods will pass from Contractor to Company at Delivery in accordance with Companys requirements under the Purchase Order. 2.11 Patent Indemnity: Contractor shall save, defend, and hold harmless Company Group from all claims, losses, damages, costs (including legal costs), expenses, and liabilities of every kind and nature for, or arising out of, any alleged infringement of any patent or proprietary or protected right, arising out of or in connection with the performance of the obligations of Contractor under the performance of the Purchase Order. However, Contractor shall use its reasonable endeavours to identify any infringement in the job specification of any patent or proprietary or protected right, and should Contractor become aware of such infringement or possible infringement then Contractor shall inform Company immediately. 2.12 Spares: This Purchase Order is placed on the condition that Contractor shall give sufficient notice to Company of its intentions to cease supply of Goods, component parts or replacements, to enable Company to purchase such Goods, component parts or replacements.

3.0 Companys Commitment to Contractor

3.1 Application of Conditions: Company will buy the Goods from Contractor on the terms set out in this Purchase Order. 3.2 Acceptance: Acceptance shall be from the time that a duly authorised employee or representative of Company accepts the Goods, delivered or collected, and where such Goods are not defective or damaged in any way and comply with the Purchase Order. In the event that a defect in or damage to the Goods or any breach of the Purchase Order is identified by Company, it shall be deemed not to have accepted the Goods until such time as such defect, damage or breach is remedied by Contractor. Such acceptance shall be within a reasonable time of Delivery or collection, but shall be without prejudice to Contractors liability for any defect in or damage to the Goods or any breach of the Purchase Order which is not identified by such duly authorised employee or representative of Company at the time of acceptance. 3.3 Use: Contractor will not be liable for any loss or damage resulting from the failure of Company to use the Goods in accordance with any specific operating conditions set out in the Purchase Order. 3.4 Risk: Company will be responsible for the risk of loss or damage to the Goods with effect from the Delivery. 3.5 Price Payment: Except where Contractor has failed to perform its obligations under the Purchase Order or where Contractors invoice contains a material error, Company will pay for the Goods against Contractors invoice in the amounts specified in the Purchase Order within thirty (30) days of receipt of Contractors invoice, the receipt not being earlier than the Delivery unless agreed otherwise by Company. 3.6 Patent/Design Rights: All designs, drawings and other technical information relating to the Goods or services, including the software provided solely by Contractor under the Purchase Order, and the intellectual property rights therein made or acquired solely by Contractor prior to or during the preparation of the proposal or tender or in the course of work on the Purchase Order shall be and remain Contractors property unless otherwise set out in the Purchase Order. 3.7 Termination for Convenience: Company may at any time give written notice to Contractor to terminate the Purchase Order forthwith and in such event Company shall pay, and Contractor shall accept in settlement of all claims under the Purchase Order, such sums as shall reasonably compensate it for all work done and obligations assumed by it in performance of the Purchase Order prior to its termination and for all work reasonably done by Contractor in giving effect to such termination. The value of any material, payment for which has been arranged by Company but left with, and can be put to use by, Contractor, shall be taken into account when calculating such losses but such sum shall in no event exceed the price set out in the Purchase Order unless otherwise agreed. 3.8 Status of Company:Company enters into the Purchase Order for itself and as agent for and on behalf of the other Co-Venturers. Notwithstanding the above: (a) Contractor agrees to look only to Company for the due performance of the Purchase Order and nothing contained in the Purchase Order will impose any liability upon, or entitle Contractor to commence any proceedings against any Co-Venturer other than Company; and (b) Company is entitled to enforce the Purchase Order on behalf of all Co-Venturers as well as for itself. For that purpose Company may commence proceedings in its own name to enforce all obligations and liabilities of Contractor and to make any claim which any Co-Venturer may have against Contractor.

4.0 Each Partys Commitments to the Other

4.1 Indemnity Arrangements: 4.1.1 Contractor shall be responsible for and shall save, indemnify, defend and hold harmless Company group from and against all claims, losses, damages, costs (including legal costs) expenses and liabilities in respect of: (a) loss of or damage to property of Contractor Group whether owned, hired, leased or otherwise provided by Contractor Group arising from or relating to the performance of the Purchase Order; and (b) personal injury including death or disease to any person employed by Contractor Group arising from or relating to the performance of the Purchase Order; and (c) personal injury including death or disease or loss of or damage to the property of any third party to the extent that any such injury, loss or damage is caused by the negligence or

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breach of duty (whether statutory or otherwise) of Contractor Group arising from or relating to the performance of the Purchase Order. For the purposes of this clause "third party" shall mean any party, which is not a member of Company Group or Contractor Group. 4.1.2 Company shall be responsible for and shall save, indemnify, defend and hold harmless Contractor Group from and against any claims, losses, damages, costs (including legal costs) expenses and liabilities in respect of: (a) loss of or damage to property of Company Group arising from or related to the performance of the Purchase Order located at the worksite, excluding the Goods prior to Delivery; (b) personal injury including death or disease to any person employed by Company Group arising from or relating to the performance of the Purchase Order; and (c) personal injury including death or disease or loss or damage to the property of any third party to the extent that such injury, loss or damage is caused by the negligence or breach of duty (whether statutory or otherwise) of Company Group arising from or relating to the performance of the Purchase Order. For the purposes of this Clause "third party" shall mean any party, which is not a member of Contractor Group or Company Group. 4.1.3 All exclusions and indemnities given under this Clause 4.0 save for those under Clauses 4.1.1(c), 4.1.2(c) and Clause 4.2 shall apply irrespective of cause and notwithstanding the negligence or breach of duty (whether statutory or otherwise) of the indemnified party or any other entity or party and shall apply irrespective of any claim in tort, under contract or otherwise at law. 4.2 Consequential Loss: For the purposes of this Clause 4.2 the expression "Consequential Loss" shall mean indirect losses and/or loss of production, loss of product, loss of use and loss of revenue, profit or anticipated profit. Except to the extent of any agreed liquidated damages or any termination fees provided for in the Purchase Order, Company shall save, indemnify, defend and hold harmless Contractor Group from Company Groups own Consequential loss and Contractor shall save, indemnify, defend and hold harmless Company Group from Contractor Groups own Consequential Loss. 4.3 Insurance: Company and Contractor shall maintain levels of insurance sufficient to cover their respective liabilities and obligations under the Purchase Order and at law. 4.4 Confidentiality: Company and Contractor shall keep the Purchase Order and any information, which either party learn about the other in strict confidence and will not disclose the same to any third party without the prior written consent of the other party. 4.5 Variations: With reasonable prior notice, Company and Contractor shall discuss variations to the Purchase Order. No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of Company and Contractor. 4.6 Force Majeure: Neither Company nor Contractor shall be responsible for any failure to fulfil any term or condition of the Purchase Order if and to the extent that fulfilment has been delayed or temporarily prevented by a force majeure occurrence, as hereunder defined, which has been notified in accordance with this Clause and which is beyond the control and without the fault or negligence of the party affected and which, by the exercise of reasonable diligence, the said party is unable to provide against. For the purposes of this Purchase Order only the following occurrences shall be force majeure: (a) riot, war, invasion, act of foreign enemies, hostilities (whether war be declared or not), acts of terrorism, civil war, rebellion, revolution insurrection of military or usurped power; (b) ionising radiations or contamination by radio-activity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel or radio-active, toxic, explosive or other hazardous properties of any explosive nuclear assembly or nuclear component thereof; (c) pressure waves caused by aircraft, or other aerial devices travelling at sonic or supersonic speeds; (d) earthquake, flood, fire, explosion and/or other natural physical disaster, but excluding weather conditions as such regardless of severity; (e) strikes at a national or regional level or industrial disputes at a national or regional level, or strikes or industrial disputes by labour not employed by the affected party its sub-contractors or its suppliers and which affect a substantial or essential portion of the Goods; (f) maritime or aviation disasters; and (g) changes to any general or local Statute, Ordinance, Decree or other Law, or any regulation or bye-law of any local or other duly constituted authority or the introduction of any such Statute, Ordinance, Decree, Law, regulation or bye-law. 4.7 Transfer of Purchase Order: Neither Company nor Contractor shall at any time subcontract or assign any part of their respective rights or obligations under this Purchase Order to any other person, without first obtaining the other party's prior consent which shall not unreasonably be withheld or delayed. 4.8 Dispute Resolution: If either party is dissatisfied with the performance of the other in relation to the Goods or this Purchase Order, the parties shall meet as soon as possible in good faith to try to resolve the matter in an amicable way. In the absence of any agreement being reached on a particular dispute either party may take appropriate action in the English Courts to resolve the dispute at any time. 4.9 Cancellation: Contractor or Company may terminate the Purchase Order in the event that: (a) the other party is in breach of a condition of the Purchase Order; or (b) the other party goes into liquidation other than for the purpose of a bona fide reconstruction, becomes insolvent or makes an arrangement with creditors or has any form of distress or diligence executed or executioned levied against his goods or becomes bankrupt or commits any act of bankruptcy or if a receiver or administrator is appointed in respect of the other party of any of their assets. In such an event, the only remaining commitment will be for Company to pay for Goods already delivered by Contractor but not yet paid for. 4.10 Proper Law and Language: The Purchase Order shall be construed and take effect in accordance with English Law excluding those conflict of law rules and choice of law principles which would deem otherwise, and subject to the provisions of Clause 4.8, shall be subject to the exclusive jurisdiction of the English Courts. The ruling language of the Purchase Order shall be the English Language. 4.11 Special Terms: Contractor and Company agree that any special conditions set out in the Purchase Order will take precedence over the general terms and conditions set out above. 4.12 The headings in these Conditions are for convenience only and shall not affect their interpretation.