Dail) Jin SLasd 5 cil juga dN) Lin gh gist ll Technology or Equipment and Olé Services LLC ‘unas Set Now Ruan, bas ‘ot: +984 780.013 7374 rag info@eiser.com Reference OS/Mar/22/CB-5738 Date: 28% March 2022 (CONSULTANCY AGREEMENT ENGAGEMENT This Agreement is entered into and effective your (Joining Date), by and between Oil ‘Technology for Equipment and Oilfield Services LLC (“Company”), and Jaber Essa Jaber Al-Baaj (“Consultant”), address is Raghebal Iraq. WHEREAS, Consultant is willing and able to accept such engagement for a period from 25% March 2022 till 24% June 2022 which can be extended in writing by the parties on an as required basis; NOW THEREFORE, for and in consideration of the mutual covenants hereinafter recited and other good and valuable consideration, it is agreed as follows: (1) Company hereby agrees to retain and engage Consultant in an independent advisory ‘and consulting capacity (not as an employee or agent of the Company) during the term of this Agreement, Consultant hereby accepts such engagement and agrees to render to Company for its benefit or that of its affiliates, such advisory and consulting services as may be requested from time to time by Company. The services to be performed are stated in Appendix 1 attached hereto which is an integral part of this Agreement. (2) Consultant shall render reports promptly to Company, and only to Company, disclosing fully the nature of the consulting work done pursuant of this Agreement and the results and conclusions of such work. Information and material originated by Consultant under this Agreement shall become the property of Company upon their conception and shall remain Company's property at all times thereof. (@) Consultant shall not, by reason of this obligation to perform consulting services Pursuant to this Agreement, be required to devote his full time or attention to the affairs of Company, and Consultant may accept other employment and perform services for others insofar as, in doing so, he does not breach any of his covenants under this Agreement. (4) Consultant agrees that he will not, at any time during or after the term of this ‘Agreement, publish without written authorization by Company, or divulge, or use for himself or others, any trade secret or confidential technical or business information or material of Company or its affiliates, or of another party to whom Company (and/or its affiliates) owes an obligation of confidence, Any doubt regarding the classification of Page 1 of 7 RE OfHeid) gh lead 5 Ci gall Lil Ll gis i Teemnoloy fr Equant and Oifeld Service LLC Tek +8 Iraqinfo@alzervcom Reference OS/Mar/22/CB-5738 Such information shall be referred to Company for its sole decision, pending which it shall be treated as confidential, (5) Consultant shall not remove from Company's facilities any of Company's records, inventions, computer software, client information, well logs or data, equipment, drawings, accounts, ledgers, notes, reports, manuals or other material without ‘Company's prior written consent. Consultant shall immediately return all such material to Company upon request and in any event upon termination of this Agreement. (6) Consultant acknowledges and affirms his existing and ongoing obligations regarding confidentiality and intellectual property rights as set forth as part of this Consultancy with the Company. (7) Consultant agrees that during the term of this Agreement he shall not adversely interfere with the business affairs of the Company, nor attempt to induce directly or indirectly any employee of the Company to terminate his employment with the Company and without the prior written consent of the Company (i) he shall not become ‘an employee, officer, director or consultant of, nor serve in any other capacity, nor recelve any compensation from, any business, enterprise or activity which is or is Planning or attempting to be competitive with the business of the Company; and (i) he shall not have any direct or indirect financial interest in such a business, enterprise or activity (except for ownership as an investor of not more than five percent of the outstanding shares of stock of a company listed on a national securities exchange), (8) For the services rendered at Company's request and assignment of ownership rights in any work produced, inventions and/or improvements by Consultant to Company, Consultant shall be paid during the term hereof a fee in accordance with Appendix 2 hereto which is an integral part of this Agreement. Unless otherwise agreed in writing by the parties, Consultant's fees shall be paid monthly in arrears. No other payments shall be due by Company other than those Specifically mentioned in this Agreement and its Appendix 2, The Fee mentioned in Appendix 2 shall be all inclusive to cover all Consultant's direct and indirect costs, overheads and profit incurred in or related to the performance of the Agreement and in the fulfillment of Consultant's obligations and liabilities there under including but not limited to direct labor costs, taxes, insurance and administrative costs. (9) Consultant assumes full and exclusive liability for payment of all levies, charges and contributions, including, but not limited to, unemployment insurance, pensions, national insurance contributions and social security benefits, due by Consultant or Persons engaged or employed by Consultant as a result of or related to the performance of work hereunder and shall report and pay such taxes and contributions directly or Page 2 of 7 RE GifFail) igs GLASS, 5 al jug all Lait) Lg gh gic Oi! Technology for Equipe ‘Aluhals ‘and Oilfield Services LLC Sree, North Rua, Tel: +864 780.913 7374 Iraqinfo@oitservcom Reference OS/Mar/22/CB-5738 (10) qa) (12) (13) (14) (15) RE otherwise comply with the law. Consultant shall indemnify and hold Company harm| for any claims against Company in connection with Consultants’ non-compliance with the obligation set forth in this Clause 9, In the performance of its work hereunder, Consultant shall be an independent contractor with the authority to control and direct the performance of the detail of his Work, subject to Company's right to give instructions and of inspection and supervision. ‘The presence of and the inspection and supervision by Company's representative shall not relieve Consultant from Consultant's obligations and responsibilities, Consultant does hereby for himself, his successors and assigns, expressly release, acquit and forever discharge Company and all ofits directors, employees and agents, its successors and assigns, and all other persons, firms, corporations and partnerships of and from any and all claims, actions, causes of action, demands, rights, damages, Costs, loss of service, expenses and compensation whatsoever, in law, in equity or otherwise which Consultant has ever had, now has or which may hereafter accrue, on account of or in any way growing out of any and all known and unknown, foreseen, and unforeseen actions, claims and liabilities of any kind, arising out of, in connection with or relating in any manner to Consultant's employment with Company, This Agreement, shall not be assignable or transferable by Consultant, The Company may terminate this Agreement at any time without giving the Contractor any prior written notice if the Contractor breaches any of the terms and conditions of this Agreement. The Company and the Consultant shall be entitled to terminate this Agreement without cause. The Consultant shall however give notice of not less than Thirty (30) days in case he wants to terminate this Agreement. 15.1 Consuttant represents and warrants that it has knowledge of Anti-Corruption Laws, as defined below, and that neither it nor any of its officers, directors, employees, agents, contractors, designees, ultimate beneficial owners or shareholders, nor any other party acting on its behalf (collectively, “Consultant Personnel), will directly or indirectly take any action that would constitute a violation of the Anti-Corruption Laws, as defined below, with respect to any activities related to Company business. 15.2 Definitions. For the purposes of this Article 10, the term "Anti-Corruption Laws” The Iraqi Penal Code, the UK Bribery Act, the U.S. Foreign Corrupt Practices Act, as amended from time to time (“FCPA”), and anti-bribery and anti-corruption laws and regulations, including any laws intended to implement the OECD Convention on b Page 3 of 7 Maiid) glia Less. y Gi Jagat Lidl} Lea gl gt it Technology for Equipment and Oltfeld Services LLC Aluhais Steet, Norh Rumala, Basra, aq Tot 4864 780919 7374 traqinfo@olserv.com Reference OS/Mar/22/CB-5738 (16) RE ‘Combating Bribery of Foreign Public Officials in International Business Transactions, signed in Paris on December 17, 1997 (the “OECD Convention”), 15.3 Anti-Corruption. Neither Consultant nor any of its direct or indirect owners, directors, officers, employees, or agents has or will pay, offer, promise to pay or authorize the payment, offer or promise to pay, directly or indirectly, any monies or anything else of value to any current or former government official, political party or official of a political party, or any candidate for public office in connection with this Agreement. Consultant acknowledges that, for purposes of this Agreement, a “government official” is (i) any officer or employee of a government or any department, agency, or instrumentality of a government, (i) an officer or employee of a public international organization such as the United Nations or the World Bank, (li) an individual acting in an official capacity for or on behalf of a government’ agency, department, instrumentality or of a public international organization, (iv) any officer of employee of a company owned or controlled by a government, or (v) a member of a royal family who may lack formal authority but who may otherwise be influential, including by owning or managing state-owned or controlled companies, 15.4 Relationships. Except as previously disclosed by Consultant to Company, none of the Consultant's owners, directors, officers, partners, employees, agents and dose family members thereof, i.e., spouses, children, parents and siblings, is presently (or hhas been within the last year) a Government Official, representative or employee of any political party, holder of public office, or a candidate for public office. Consultant covenants that it will inform Company promptly in writing, if any such person assumes ‘suich a position while at the same time remaining one of Consuitant’s owners, directors, officers, partners, employees or agents; 15.5 Compliance Training for Consultant Personnel. Consuftant agrees to make all Consultant Personnel conducting activities on behalf of Company available for ‘compliance training as requested by Company. 15.6 Company's Right to Disclose. Consultant agrees that full disclosure of information relating to a possible violation by Consultant of Anti-Corruption Laws may be made by Company at any time and for any reason to any relevant government, its agencies, and/or any other Government or non-Government party. The parties, upon mutual agreement in writing, may amend the terms of this Agreement,Basra Iraq “Tel: #984 780.913 7374 Iraq info@oliser..com Reference OS/Mar/22/CB-5738 (17) This Agreement constitutes the entire agreement between the Company and the Consultant and supersedes all prior negotiations, representations or agreements, either written or oral, between the parties, (18) This Agreement shall be governed by the laws of England and Wales. All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The arbitration will be held in Dubai, United Arab Emirates and in the English language. (19) The invalidity, illegality or unenforceability of any provision shall not in any way affect the validity, legality or enforceability of the remaining provisions of this Agreement. (20) The waiver by the Company of a breach of any provision of this Agreement by the Consultant shall not operate or be construed as a walver of any subsequent breach by the Consultant, (21) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument. (22) The Consultant acknowledges and agrees that it has had an opportunity to obtain full and adequate independent legal advice with respect to this Agreement, IN WITNESS WHEREOF, Company and Consultant have caused this Agreement to be signed by their duly authorized representatives to be effective as of the day and year first above written, Signature: ZE z Signature: - > Oil Technology for Equipment and Oilfield ices LLC Services Greg Morrice Jaber Essa Jaber Al-Baaj SIU President Consuftant Date: 29th March 2022 Pate 2944 Mabel, rap9 Page $ of 7 REAbit sin Lass 9 Cl jageill Lidl) Leg gl gis Olt Technology for Equipment and Oilfld Services LLC ‘Aluhals Streot, Nort Rumala, Basra aq ‘Tol +964 780.913 7374 Iraq info@olisen.com Reference OS/Mar/22/CB-5738 APPENDIX 1 Description of Services |: | Rig Superintendent Dual Reporting to | Amr Elsharkawy, EVP Rigs Business Line * RIG Based in +) Basra, Traq “| Project + | You will be assigned to Eni Project #: 5000019637 ‘Scope of Work / Services: ‘ Page 6 of 7, M REReference OS/Mar/22/CB-5738 Consulting Fees Work Schedule Personal Accident: Insurance Bank Details RE APPENDIX 2 USD 300/- all-inclusive per working day. Permanent or as needed and mutually agreed. Company will add Consultant to Company Personal Accident Insurance Policy which covers Death due to an ‘Accident, Accident and Illness Emergency Medical Expenses including Evacuation and Repatriation to the Consultant. To be provided by the consultant