1 Introductions

Attn:
Cristián García
ProdEng SA
Telephone: +56 61 2 613 997
Cellphone: +56 9 9699 4155
Cellphone: +56 9 6171 7119
cristian.garcia@prodengsa.com

Downhole Vision, LLC

1200 Derek Dr, Suite 101
Hammond, LA 70403-5673
+1 225-267-7656
www.downholevision.com

is pleased to present this proposed

Equipment Rental / Purchase Agreement
to potential Client / Customer:

ProdEng SA
Punta Arenas, Chile
2 Compliance
2.1 Quality
Downhole Vision, LLC is an oilfield services company providing products and services to the global
drilling, completion, and abandonment sector. Downhole Vision is committed to excellence in quality
with an emphasis on safety in everything that we do. The company is dedicated to professionalism,
integrity, and technological leadership through safety and quality. We strive to provide the highest
quality products and services in order to meet the requirements of our clients through the efficient use
of processes and resources. Downhole Vision’s Quality Management System ensures its employees
are trained to promote safety, quality, competency, leadership, and teamwork in all of its operations.

Quality Policy and Statement

It is the policy of the Company to continuously develop and promote our reputation of reliability and
effectiveness in the provision of our services and to provide the best value to our clients. The
observance of this principle and the efficient production of quality work are of paramount importance to
the Company.

The Company has developed a Quality Management System with the following principal objectives:
• To define the quality levels and operational controls necessary for the products and services
supplied by the Company.
• To fulfill and exceed clients' requirements and expectations and ensure compliance with
applicable regulatory codes.
• To promote the continuous improvement of the Quality Management System and business
operations of the Company.
To monitor and record the achievement of these objectives, and to control those project-related
activities that affect the quality of our services, the Quality Management System is mirrored in
accordance with the international standard ISO 9001: 2015
The Quality Assurance Manager has responsibility for maintaining the integrity of the management
system and for reporting performance to top management. Employees are actively encouraged to
contribute to the development and implementation of the quality management system and to
familiarize themselves with the requirements of this policy statement and pertinent quality system
documents.
This policy and associated procedures are regularly reviewed in order to maintain their effectiveness
in enhancing the Company’s performance. A copy of this statement is displayed on notice boards at
Company locations and issued to each new employee.

2.2 Health, Safety, and the Environment

Downhole Vision, LLC is a responsible corporate citizen committed to the protection of people, the
environment, and company resources while supplying products and services in a sustainable manner.
This commitment adds value to employees, customers, and the communities we serve.
Our HSE Policy and Safety Policy Statement has the commitment of our entire management team and
is signed by our Chief Executive Officer. These policies are communicated and instilled in all of our
employees.
HSE Policy
It is Downhole Vision’s policy to conduct our business in compliance with all applicable environmental,
health, and safety laws and regulations and assist in the development of new laws and regulations
through public comment and participation in industry associations. We shall do this through employee
involvement, adherence to safe work procedures, and continuous quality in training.
Downhole Vision feels that an effective Health, Safety & Environmental Program must be an integral
part of our Company’s operation. The health and safety of our employees and protection of our
environment are given prime consideration in the Company’s everyday activities. Employee health
must be the first consideration in every job assignment. Downhole Vision is committed to promoting
and training employees in safe work practices with an ultimate goal of preventing any undue hardship
or suffering caused by work-related injuries or illnesses. Safety of employees will be required so as to
perform their job assignments in a safe manner. Our SEMS program has been specifically developed
to inform personnel of the Company’s minimum safety requirements. All policies and procedures are
based specifically on known hazard exposures, regulatory requirements, and industry safety
standards. The environment and environmental concerns are a priority for the safety of all personnel.
We proactively encourage employees to identify and promptly communicate matters of environmental
concern to senior management as well as our client representatives. The right to change and
preserve the ability to meet changing conditions allows the Company to modify, delete, or revoke any
HSE policy, procedure, practice or statement. Such changes can only be modified, amended, or
superseded in writing and must be signed by an officer of the Company.
The proactive participation from all employees is required to successfully meet our policy goals.
Regular and quality training is a key element in assuring that people achieve and maintain proficiency
with safety. We must continually work to improve and apply various mechanisms to assess risks.
Every employee is expected to carry out the spirit as well as the intent of our policy. The active
participation of all employees is required to successfully achieve our goal.

Safety Policy Statement

Downhole Vision’s Safety Policy outlines the basic framework about how we maintain our business
and measure our activities to be certain that we are working in a manner consistent with company
expectations.
3 Downhole Vision Responsibilities
3.1 Equipment Package
Downhole Vision will supply a set of equipment that provides 100% redundancy for all key
components. Relevant spares, a service toolkit, and a comprehensive consumables package is sent at
the Client's option.

3.2 Documentation Package

A preparatory documentation package will be supplied, consisting of the following:
• Equipment operations manuals, procedures, and checklists
• Well preparation guidelines
• Transportation documentation manifests and any commercial invoices
• Lifting certifications, where applicable
• HSE documentation, including COSHH sheets and generic risk assessments, where applicable

3.3 Pre-Mobilization Testing

Prior to mobilization, full system function checks will be performed using the operational equipment
spread. All checks will be performed adhering to Downhole Vision's quality control procedures.
Equipment will be subjected to:
• Setup and soak test
• Electrical testing to mandatory HSE regulations/guidelines

3.4 Support and Repairs

Downhole Vision will make its best efforts to support ongoing operations and complete any required
repair work as quickly as possible. During the course of an equipment rental, repairs that are not
required as the result of misuse or abuse are performed at our cost. Regardless of cause, we offer
equipment cross shipment, so long as we have replacements in stock.

3.5 Personnel
Client declines provision of Downhole Vision personnel for operation of tools, preferring to have tools
operated by Client's engineers.
4 Client Responsibilities
4.1 Personnel Support to be Provided by Client
As no Downhole Vision, LLC personnel are to be involved in the running of the system, Client need
not provide any accommodations in the field.

4.2 Required Support and Services for Equipment

The Client should ensure that the following are available at the job location:
• Rigging assistance and craneage for assembling, positioning, and deploying the camera
system spread and tooling
• Correct adapters to mate with slickline downhole
• Sinker bars, as necessary
• Pressure control equipment
• Well preparation equipment, such as water trucks, filter, and pump-in subassembly, as
necessary

4.3 Maintenance
The Equipment shall be maintained in the manner described in the product manual and associated
training materials, using parts sourced from Downhole Vision.
Any equipment that is returned without having been cleaned may result in Client being billed for any
resulting damage and technician time necessary to return the equipment to fully-functional, ready
status.
5 Commercial
The charges presented within Table 5.1.1 are for the supply of a set of two Omega MkII memory
camera systems, as well as a comprehensive spares package and service kit. All charges are subject
to the commercial qualifications and terms and conditions detailed in sections 5 and 6.

5.1 Day Rates for Hire Equipment

Table 5.1.1: - Equipment Price Schedule
Item Daily Rental Rate Monthly Rental Rate Purchase Cost

Qty 2 – Iomega MkII

Memory Camera 1,350 12,000 143,284
Systems

Battery Usage Pro-rated at $150/hr*** N/A

Light Duty Slickline

50 300 450
Centralizer

Heavy Duty Slickline

125 1,000 3,725
Centralizer

Lost in Hole (Single 65,000 max per

N/A
String) tool string

Mobilization Waived; Client responsible for shipping and duty N/A

Demobilization Waived; Client responsible for shipping and duty N/A

* Prices in USD
** At client's option, a full set of consumables and spares can accompany rental shipments. Charges
will not be made for such items that are returned unused and in new condition.
***Resetting usage metering or swapping battery packs will result in a charge for a replacement
battery pack, at USD 4,700.

The rental and consumables/spares charges within Table 5.1.1 shall be considered negotiated for a
period of 60 days. The rental, itself, shall be month-to-month, or day-to-day, at the Client's choice. If
the project/operations continue thereafter, charges quoted within will be increased by annual inflation
rate, typically 3.5% per annum.
Current lead time for purchase of new equipment is 60 days. Demo (never used in rental pool)
equipment may be immediately available from Hammond, LA base for USD 130,230.
Note: Any part of a day where the equipment is on hire will be deemed a full working day.

5.2 Additional Day Rate and Hire Items

Equipment hired in addition to the equipment listed in Table 5.1.1:
(None)
Note: Additional hired items mobilization costs are charged at cost plus 15%.
5.3 Mobilization/Demobilization of Equipment Charge
The documented mobilization/demobilization charge is chargeable to the Client account upon
mobilization. Should the client cancel the mobilization of the Downhole Vision, LLC equipment in the
period twelve (12) hrs prior to the agreed mobilization/departure time, the mobilization/ demobilization
charge or one (1) day's rental is chargeable to Client's account.

5.4 Demobilization Inspection/Refurbishment Charge

The documented post mobilization inspection/refurbishment charge is chargeable to the client's
account upon demobilization. In the event that the Downhole Vision, LLC equipment is not utilized
post mobilization, this cost is still chargeable in full.

5.5 Emergency Call-Off Charges

Emergency call-off charges will be invoiced to the Client's account in addition to the
mobilization/demobilization charge in the event of the following condition:
• Equipment or personnel call-off where notice periods are less than forty-eight (48) hours prior
to equipment or personnel mobilization.

5.6 Damage/Replacement Charges

Should any Downhole Vision equipment be damaged while on hire and deemed beyond repair by
Downhole Vision, the documented replacement cost will be invoiced to the Client's account in full.
Should any Downhole Vision, LLC equipment damaged while on hire be deemed repairable by
Downhole Vision, the full repair cost plus 15% will be invoiced to Client's account.

5.7 Payment Terms

Payment shall come due:
• following completion of any project specific engineering, onshore preparation, onshore trials, or
meetings requested by Client
• following the mobilization of Downhole Vision, LLC equipment and/or personnel
• following the demobilization of Downhole Vision, LLC equipment and/or personnel
Ongoing projects are invoiced upon completion of project operations or monthly, whichever is the
lesser period.

5.8 Freight Charges

Downhole Vision, LLC will, at the request of the Client, arrange for delivery/collection of the system
to/from Client's stated forwarding address. This will be charged for at cost plus 15% from/to Downhole
Vision's base in Hammond, LA, USA by its own appointed freight forwarder at its sole cost.
Full terms and conditions can be found in section 6.

5.9 Additional Notes

All equipment and services offered in this proposal are subject to availability.
All charges are exclusive of any local taxes, duties, or withholding tax that may be levied on overseas
projects/operations. All such taxes, duties, or any third party charges/costs are for the account of the
Client.
Except where overridden by the text within or otherwise agreed to in writing, this Agreement shall be
subject to Downhole Vision, LLC's Standard Terms & Conditions of Rental.
6 Downhole Vision, LLC Standard Terms & Conditions of Rental
6.1 General
These terms override any other terms which the Customer may subsequently seek to impose and
(together with Downhole Vision, LLC's quotation when accepted, Acknowledgment, and any
amendments) form the whole agreement between the Company and the Customer. They shall not be
removed or varied in any way except by way of a supplemental document signed by a Representative
of Downhole Vision, LLC as specified on the Acknowledgment of Order. No other express terms,
written or oral, shall be incorporated into the contract. The quotation, unless previously withdrawn, is
open for acceptance within 30 days only from the date thereof and is subject to confirmation by
Downhole Vision, LLC before such acceptance.

6.2 Period of Hire

The period of hire starts from the time the equipment leaves Downhole Vision, LLC's premises and
stops when all the equipment arrives back at Downhole Vision, LLC's premises unless alternative
arrangements have been previously agreed to in writing.
If a planned mobilization date is delayed, Downhole Vision, LLC reserves the right to charge a stand-
by rate for each day of delay.
If equipment is not returned in good repair and full working order, Downhole Vision, LLC has the right
to continue to charge the Customer the full rental until the date of repair, replacement, or
reimbursement.
If only part of a system is returned to Downhole Vision, LLC, the complete system remains on hire at
the full rental rate until return or replacement of, or reimbursement for, the missing items takes place.

6.3 Hire Charges

Hire charges shall be at the rates quoted or as shown in the Downhole Vision, LLC current equipment
hire price list. Downhole Vision, LLC reserves the right to alter the hire rate for equipment already on
hire and will give written notice to that effect.
If equipment is returned before the end of a pre-agreed period without prior written agreement,
Downhole Vision, LLC has the right to charge until the end of the agreed period.

6.4 Delivery
Delivery dates are not guaranteed by Downhole Vision, LLC who shall not be liable for any loss
caused by or consequential to non-delivery on the expected date. Equipment may be reserved at
Downhole Vision, LLC's premises at no charge but in the event that the equipment is required for other
purposes, the Customer will be given the opportunity to take the equipment on hire or relinquish his
reservation. Downhole Vision, LLC will arrange delivery to the Customer's designated point and all
transport agents' fees and customs charges etc. plus a handling charge will be reimbursed to
Downhole Vision, LLC by the Customer. It is entirely the Customer's responsibility to return all
equipment to Downhole Vision, LLC's premises. Downhole Vision, LLC's packaging materials are
chargeable in full if not returned upon completion of hire.

6.5 Customer's Responsibility

The Customer agrees:
(a) to keep the equipment in the Customer's own possession and control and not allow the equipment
to be transferred to prohibited countries.
(b) to notify Downhole Vision, LLC of any damage to the equipment within twenty-four (24) hours of
receipt. Failing such notification, it shall be concluded that the equipment has been received in good
condition and in every way satisfactory for the Customer's purposes.
(c) not to subject the equipment to misuse or preventable wear and tear and to use it in a proper
manner in accordance with the user's manual (where provided).
(d) to keep the equipment in the same condition as at the beginning of the period of hire, except for
normal wear and tear, and to pay to Downhole Vision, LLC the full cost of all loss or damage to the
equipment.
(e) to arrange at the Customer's expense insurance coverage for the full replacement value of the
equipment against any loss or damage. Downhole Vision, LLC may at any time demand evidence that
such coverage exists. Failure to produce such evidence within twenty-four (24) hours shall constitute a
material breach of the contract.
(f) to notify Downhole Vision, LLC in writing immediately upon any loss or damage to the equipment or
accessories and within thirty (30) days of demand pay to Downhole Vision, LLC the full cost of repair
or replacement.
(g) in connection with the use or operation of the equipment, to indemnify and hold harmless and
defend Downhole Vision, LLC and its officers, employees and agents against all liabilities, actions,
legal or administrative proceedings, claims or expenses of whatever nature arising by reason of (a)
death or illness or injury to any third party or loss or damage to any third party's property and (b) death
or illness or injury to persons employed by the Customer or loss or damage to the property of the
Customer.
(h) not to sell, assign, sub-let or otherwise encumber the equipment and not to assign or transfer the
benefit of this agreement in whole or in part without Downhole Vision, LLC's prior written consent.
Downhole Vision, LLC shall have the right to inspect the equipment and to observe its condition and
use.
(I) to preserve Downhole Vision, LLC's and the manufacturer's identification numbers or any
nameplates and not to make any alteration, modifications, or attachments to the equipment without the
written consent of Downhole Vision, LLC.
(j) to immediately notify Downhole Vision, LLC in the event of an equipment malfunction and return the
equipment with the utmost dispatch to Downhole Vision, LLC premises. Provided that the Customer
has fulfilled these responsibilities, Downhole Vision, LLC may at their sole discretion agree to
terminate the hire on the date of notification.

6.6 Payment
All invoiced charges are payable within 30 days of the invoice date. Downhole Vision, LLC has the
right to charge the Customer interest on any overdue invoice at a rate of 2-1/2% per month or such
other rate as Downhole Vision, LLC may fix from time to time.
Invoices may only be disputed up to 30 days after issue. Thereafter, no discussion will be entered into
and the Customer will be responsible for payment of invoices as presented.

6.7 Cancellation
If the Customer wishes to cancel an order prior to mobilizing the equipment, then the mobilization fee
shall still apply, including the emergency mobilization supplement, if applicable.
If the order is canceled after mobilization, the hire period shall apply as specified in the Period of Hire
section in these Terms and Conditions.
Downhole Vision, LLC reserves the right to charge for engineering, site work, trials, system
integration, project meetings, and any other costs directly applicable to the order.

6.8 Force Majeure

Downhole Vision, LLC shall not be liable to the Customer for any loss or damage suffered by the
Customer or any other party, directly or indirectly, as a result of Downhole Vision, LLC's failure or delay
in performing any of its obligations under the foregoing terms where such failure or delay is caused by
a happening beyond the reasonable control of Downhole Vision, LLC.

6.9 Exclusion of Warranties

Downhole Vision, LLC shall in no circumstances be responsible for any loss of use, loss of profits, or
any consequential loss of any kind, suffered by the Customer or any other party as a result of the use,
nature, or condition of the equipment.

6.10 Termination of Contract

If the Customer shall make default in payment, or commit any other breach of this contract, or if any
distress or execution shall be levied upon the Customer's property or assets, or if the Customer shall
make or offer to make any arrangement or composition with creditors, or become apparently insolvent
or commit any act of bankruptcy, or if any petition of bankruptcy shall be presented or made against
him or her, or if the Customer is a limited Company, a resolution or petition to wind up such company
(other than for the purposes of amalgamation or reconstruction) shall be passed or presented, or if a
liquidator or receiver or administrator of such company's undertaking, property, assets or any part
thereof shall be appointed, Downhole Vision, LLC shall have the immediate right to terminate this
Agreement and to declare all sums due and to become due hereunder for the full term of the rental
Agreement immediately due and payable. Downhole Vision, LLC has the right to demand that the
Customer return all equipment in the same condition as delivered, normal wear and tear accepted, at
the Customer's risk and expense to such location as Downhole Vision, LLC may designate. Downhole
Vision, LLC has the right to enter any premisses for the equipment as located and take immediate
possession without any liability but without prejudice to all rights or remedies available to Downhole
Vision, LLC in respect of the non payment or other breach of this agreement by the Customer.

6.11 Notices
Any notice to be given under these conditions must be in writing and may be given by first class post
or by fax (if supported by a positive transmission advice and where the original document itself is sent
that day by first class post). All documents should be sent to the respective business addresses either
on the quotation or the Acknowledgment of Order as the case may be.

6.12 Law
The contract shall in all respects be construed and operate as a US contract and be governed by the
laws of the State of Louisiana.

6.13 Severability
If a provision of this Agreement is or becomes illegal, invalid, or unenforceable in any jurisdiction, that
shall not affect:
(a) the validity or enforceability in that jurisdiction of any other provision of this Agreement; or
(b) the validity or enforceability in other jurisdictions of that or any other provision of this Agreement.