NIGERIAN CONTENT GUIDELINES

NCDMB/PCAD/UPD/CNL/TITT-0623/40618

1. NIGERIAN CONTENT

a. “Nigerian Content” as defined in the Nigerian Oil and Gas Industry Content
Development Act (“Act”) means the quantum of composite value added to, or
created in, the Nigerian economy by a systematic development of capacity and
capabilities through the deliberate utilization of Nigerian human, material
resources and services in the Nigerian oil and gas industry.

2. CONTENT GUIDELINES

a. Contractor shall comply (and ensure that all members of Contractor Group
comply) with all Applicable Laws, the Act and these Nigerian Content
Guidelines (“Content Guidelines”).

b. Contractor shall provide (and ensure that all members of Contractor Group
provide) high quality, cost effective, competitively priced materials and services
during the Term of this Contract and seek opportunities and implement processes
to ensure compliance with Applicable Laws concerning Nigerian Content by
pursuing all of the following:

a. Utilizing qualified local personnel to perform the work.

b. Procuring materials and services from local businesses.

c. Tracking the amount spent for the procurement of locally-provided

materials and services.

3. CONTENT PLAN

a. Before the Effective Date, Contractor shall prepare a Nigerian Content Execution
Plan (“NCEP”) for the purposes of expanding opportunities for locally-owned
businesses to supply materials and services and to increase the amount spent in
Country for the procurement of materials and services. Contractor shall also
provide Company with details of its Nigerian Content Execution Plan submitted
as part of its technical requirements at the technical stage (“ITT”) of the tender
for this Contract.

b. Contractor shall ensure that the NCEP complies with Applicable Laws, relevant
Company policy, these Content Guidelines and generally accepted good
international industry practice for the industry in which the Services are to be
provided. If a conflict exists between components of the Content Plan, Content
Guidelines, Applicable Laws, relevant Company policy and industry practice,
Contractor shall comply with the most stringent to the extent that it is legal.

[Insert Custom File Name and Contract No.]

CUG-IU400M Nigeria Intl (Rev4 August 2011)
[Insert for Drafts “Counsel’s Initials - Draft DD Month YYYY” and for Finals “Execution Version”]
 c. The NCEP shall, as a minimum, contain the following:

a. Encourage the use of Made-in-Nigeria goods and Services in the Work.

b. Name and address of any Subcontractor, Vendor or Supplier performing

any part of the Work using Nigerian Labor or Material.

c. Detailed description of part of Services being performed by Contractor,

any Subcontractor or Vendor or Supplier using Nigerian labor, indigenous
Subcontractor or Services. The analysis must relate the percentage of
work being done utilizing Nigerians to the overall total Work Scope.

d. Detailed description of any proposed ‘Training Programs’ to train

Nigerian Nationals to enable Contractor, Subcontractors, Suppliers to
perform the Work including the ‘Numbers of Personnel to be trained’, the
‘Type of Training’, and the ‘Training Schedule’.

e. Contractor’s Nigerian Content Execution Plan is incorporated and made

an integral part of this Contract as page 3 of this Exhibit.

f. Domiciliation of all aspects of ‘Engineering Design’ in Nigeria.

g. Location of Project Management Team and Procurement Center in

Nigeria.

h. Provide detail of in-Nigeria assets (workshops, repair shops and storage).

i. Provide details of ownership and shareholding structure.

j. Submit photocopies of Corporate Affairs Forms CAC 2, CAC 7, and

CAC 10.

d. Contractor shall submit the Nigerian Content Reporting Form by the tenth day of
each month during the time that Services are being performed under a Service
Order.

4. OTHER OBLIGATIONS AND LIMITATIONS

a. Tenderer shall provide Marine vessels (PSV) categorized Nigerian-owned having

valid category A or B Nigerian Content Marine Vessel Certificate (NCMVC) or
MOA with owner of PSV categorized Nigerian-owned having valid category A
or B Nigerian Content Marine Vessel Certificate (NCMVC) (not bidding for this
tender)

b. Contractor shall engage, train and develop capacity and capabilities of indigenous
suppliers, subcontractors and personnel to perform work for which they are
qualified and competitively priced. Company makes no representations as to the
suitability or any other qualification of indigenous suppliers, subcontractors and
personnel and accepts no liability whatsoever for any Claims that may arise from
their performance.

[Insert Custom File Name and Contract No.]

CUG-IU400M Nigeria Intl (Rev4 August 2011)
[Insert for Drafts “Counsel’s Initials - Draft DD Month YYYY” and for Finals “Execution Version”]
 c. Contractor shall identify additional work that may be performed by utilizing
indigenous suppliers, subcontractors and personnel.

d. Nothing in these Content Guidelines shall limit or reduce Contractor’s release,

liability and indemnity obligations under this Contract.

5. TRAINING

a. Contractor shall train Nigerians culled from the Nigerian Content Development
& Monitoring Board (NCDMB) database under the Nigerian content human
capacity development initiative. This is an extra provision over the man-
hours/costs usually made available by contractors for training their own
personnel.

b. Contractor shall engage, train and develop local Subcontractors to perform work
for which they are reasonably qualified and have reasonably competitive pricing.

6. RESEARCH & DEVELOPMENT (R&D)

All Bidders/Contractors/Service companies or subcontractors/third party providers

biding for a project/contract/service with completion period of 12 months or more shall
note that
"R&D shall be carried out on the contract under the auspices of NCDMB approved R&D
cluster. Tenderer shall submit their R&D plan detailing; SCOPE (list areas of research,
linkage to industry, key drivers and expected outcome), name of research cluster and
Nigerian location of centres, R&D duration, R&D expenditure target as a percentage of
contract value, and GOALS (purpose, NC targets, milestones and deliverables,
performance reporting and period)
Tenderer shall submit a signed MOA with any of the NCDMB approved research
clusters indicating how the cluster will be used and the area of research relevant to the
contract Tenderer shall submit a signed MOA with any of the NCDMB approved
research clusters indicating how the cluster will be used and the area of research relevant
to the contract."

Successful bidder(s) shall submit to Company, on a quarterly basis, a report on its R&D
activities.

7. GENERAL

a. Company, acting as Operator on behalf of itself and its partners has an objective
of supporting the development of local companies and increasing total/composite
local spend. Contractor is therefore expected to furnish local Content Plans to
support this initiative. This should include the percentage (%) of Nigerian
workforce involved in the Contract Scope activities including supervision. The
attached ‘Monthly Nigerian Content Report‘ that documents the amount of
Nigerian Content utilized (see Appendix 1 below) shall be submitted to Company
each Month.

[Insert Custom File Name and Contract No.]

CUG-IU400M Nigeria Intl (Rev4 August 2011)
[Insert for Drafts “Counsel’s Initials - Draft DD Month YYYY” and for Finals “Execution Version”]
 b. Contractor, in support of this Company objective, shall execute the Contract by
use of indigenous Subcontractors and Personnel where appropriate.

c. Contractor shall identify additional work that will be executed by utilizing

indigenous Suppliers, Subcontractors and Personnel.

8. Contractor shall identify any of such indigenous Subcontractors including those that
form a workable ‘Alliance’.

9. Contractor shall submit a ‘Monthly Nigerian Content Report’ not later than the 10th Day
of each Month during the time that Services are being performed under a Service Order
as indicated in Appendix 1 to this Exhibit.

The said Report as contained in Appendix shall be filled utilizing Nigerian Content
Measurement Guidelines contained in Appendix 2 below.
Failure to submit these Monthly Reports will result in the suspension of all Payment
until the backlog of Monthly Reports is received.

[Insert Custom File Name and Contract No.]

CUG-IU400M Nigeria Intl (Rev4 August 2011)
[Insert for Drafts “Counsel’s Initials - Draft DD Month YYYY” and for Finals “Execution Version”]
10. NIGERIAN CONTENT REQUIREMENT - PROVIDE THE FOLLOWING:

1. Tenderer shall demonstrate that the entity is a Nigerian registered company with greater than 51% equity shareholding. Also,
provide form CO2 and CO7, evidence of registration with NCDMB NOGIC JQS and NUPRC certificate.

2. Tenderer shall demonstrate detailed description of the location of in-country committed facilities & infrastructure (address, layout
drawing, lease document of technical & administrative office.) in Nigeria to support this contract.

3. Provide a project-specific organogram showing Names and Nationalities of all key personnel that will execute the work scope for this
service. CVs of all personnel listed in the project organogram should be submitted. For any position to be occupied by Expatriate
personnel, tenderer shall commit to obtaining expatriate quota approval from NCDMB before project execution. Complete table 1 below

S/N JOB QTY NAME OF PERSONNEL NATIONALITY OF PERSONNEL CV

TITLE SUBMITTED(Yes/No)
NIGERIAN EXPAT
(YES/NO) (YES/NO)
1 Captains 1
2 Mates 1
3 Chief 1
Engineers
4 Engineers 1
5 Crane 1
Operators
6 Deckhands 1
7 Catering 1
Staff

[Insert Custom File Name and Contract No.]

CUG-IU400M Nigeria Intl (Rev4 August 2011)
[Insert for Drafts “Counsel’s Initials - Draft DD Month YYYY” and for Finals “Execution Version”] Page 5 of 6
 4. Tenderer shall ensure that all Marine vessels to be deployed for work shall be assets categorized Nigerian-owned having valid category A
or B Nigerian Content Marine Vessel Certificate (NCMVC) or Tenderers who own marine assets and provide MOA with owner of asset
categorized Nigerian-owned having valid category A or B Nigerian Content Marine Vessel Certificate (NCMVC) (not bidding for this
tender) – Tender to complete table 2 below:

5. Tenderer shall comply with the latest approved version of NCDMB HCD guideline by committing (via a letter of undertaking) to
providing Project-Specific training, man-hour, budget, skill development and understudy plan for Nigerian personnel utilizing OGTAN
registered trainer(s) or other approved NCDMB training institution(s).

S/N VESSEL TYPE VESSEL VESSEL PERCENTAGE VESSEL VESSEL VESSEL NIGERIAN VESSEL BUILD
(No of (e.g AHTS NAME OWNERSHIP OWNERSHIP FLAG DOCUMENT CAPTURED CONTENT REG. No CLASS
vessel &PSV) (e.g MV DOCUMENTS:(bill of UPLOADED IN NCDMB MARINE (IMO SOCIETY
being EDITH) sales, builder’s cert, IN NCDMB NOGIC VESSEL No.???) (ABS/
nomin purchase receipt, NOGIC JQS REPORT CERTIFICA LLOYD'S/
ated) bank loan, (YES/NO) (YES/NO) TE (NCMVC) DNV, etc)
transfer of ownership, CATEGORY
import duty payment) (A or AA)
1. PSV DP
2 PSV NON-
DP
3
4
5
6

[Insert Custom File Name and Contract No.]

CUG-IU400M Nigeria Intl (Rev4 August 2011)
[Insert for Drafts “Counsel’s Initials - Draft DD Month YYYY” and for Finals “Execution Version”] Page 6 of 6