.

12. Al'l'LlCABLE LAW A.ND ARBITRATION

12.1 This Contract shall be govemed by and construed in accordance with the. laws of England and Wales.

12.2 Any dispute or difference arising out of the formation, performance, interpretation. nullification, tcm1ina1.ion or inva l idation of th is Contract or arising there from or related thereto in any manner whatsoever, sha ll be sett led by arbitration in accordance with the provisions set forth under the Arbit ra1ion Ru les of the Dubai I nternational A rbitrat ion Centre (the ''DIAC Rules"). The arbitral l ribunal shall consist of three (3) arbitrators. Each Party shall appoint an arbitrator of its cb.oice with iJl thi1ty (30) days of the su bmission of a request for arbitrat ion. The Part y-appoinccd arbi trators shall i n mrn appoint a presiding arbitrator of the tribuna l within fifteen (15) days after the appointment of both Party-appointed arbitrators. If the Parly-appo intcd arbitrators cannot reach agreement on a presiding arbitrator of the tribu na l or if one Party fails or re fuses to appoint its Party-appointed arbitrator within the prescri bed period, t hen the Dli\C shall appoint an independent arhitrator(s). The presid ing arhi1Tator shall not be of the same nationa lity as <my of the Parties or t.heir ultimate parent entities. The seat of arbitration shall be Dubai, U nited Arab Emirates, and venue to hold arbitration proceedings shall be premises of the OIAC. The language of arbitration shall be Engl ish, and the arbitrators shall be fluent in th is language.

12.3 Any award of the DL\C shall be in writing and shall be final and binding on the Parties. The Parties u nde11ake to carry oul any award wit hout delay and shall he deemed to have waived their right to any fom1 of recourse to the fu]Je.st extent perm i ned hy law. However, any Party may make an application to any cou1t having jurisd iction for judgment to be entered on the award and/or for enforcement of any award, includ ing any award granting interlocutory rel ief and any order for the obtaining of potential evidence which the arbitrators direct be produced as part of the arbitration.

12.4 The existence and content of t he arbitral proceed ings and any mlings or award shall he kept confidential by the Pmties and members of the arbitra l tribunal except (i) to the extent that disclosure may be re<1uired of a party to fulfil a lealegal right, or enforce or challen ge an award i n bona fide leg·I prc£ e'il

sM:fOl'.[Ja'

1 1 JUN

ZO IS

sti e

Titlo:Supply Co111rac1Schedule 2 General Tcnns

Approved by Lf\.1li ord.;r44/ ·IE dated 09.06.2013

cou1t or other ju d icial authority.(ii) where it is requi red by any applicable reporting rules or procedures; or (iii) w ith the consent of a ll Parties. Notwithstanding anything to the contrary, either Party may d isclose matters relating to the arbitration or the arbitral proceedings to their advisers/consultants where necessary for the preparation or presentation of a claim or defence i n this arbitrat ion.

12.5 II any dispute or d ifference (''New Dispute") raises issues which arc substantia lly t he same as, or connected with issues raised in a dispute or difference wh ich had already been referred lo arbitrat ion ("'Existing Dispute'"), or arises out of substantially the same facts as are the subject of an Existing Dispute; then the Part ies agree that, upon applicat ion of either !'arty such l\cw Dispu te and the Exist i n Dispute shall be consol idated such that both the Existing Dispute and the New Dispute be heard by the tribunal appointed to hear the Existing Dispute as pa 11of the same arbitration.

I 2.6 Wh ilst any matter or matte are in d ispute, both Patties shall comply with all the provisions of the Contract. If the Patties to the Contract are located in difterent countries members of t he Vienna Convemion, the Parties express ly renou nce the application of the 1980 UN Convention on Contracts for Intemationa l Sale of Goods to this Contract.

13.GENERAL INDEM.\'lTY

The Seller sha ll indem nify and hold harm less the Pu rchaser, its A tlil iates and thei r employees and agents against and from all claims,damages. losses and expenses (includ ing legal fees and expenses) arising out of any bodily injury or death of any person or damage to any property arising out of or in connection with the Contract, except to the extent that such cla i ms, damage.s, losses and expenses are attributable to the gross negligence or willful act of the P1ircha er or its em ployees.

14. CUSTOMSCLEARANCE WARRANTIES

14.I The Parties agree and understand that the Seller shall be responsible, at i ts expense. for any and all customs duties (whether export andior import), pott

dues, brokerage fees, handling fees, and related charges im posed on Seller as a resu lt of its perform ance of its obligations u nder this Contract and shall defend, indemnify and bold harm less the Purchaser from any claims,assessments and liabilities respecting same.

J 4.2The Pa.rtics agree and understand thal the Seller shall be responsible for provision to the Purchaser of any and a ll documents (or t heir copies), as may be requi red i n accordance with applicable customs laws and regu lations of any juri sdiction related to this Contract. including bu1 nol li111ited to vaybills. c.ustorns clearance docun1cncs. packing lists, certificates, any otl1er documents required to ensure that the Goods purchased by thePurchaser from the Seller under this Contract mav be used b)· ml:> tli'lll S.11i<1iGlit1 v

• DEPJi"RTM!'l':t' ·encumbrance to this effect. 11 JUN 2015

.

\Vest Qurna 2 Project

Title: Supply Conu·a"ISchedule 2 . ('Jenera!T.z-nns

Approved by L\-1.L order#44iMF. dated 09.06.2013

14.3 The Pmties agree and understand that the Seller's failure to provide any such documents as stated in Clause 14.2 above and documentation as prov ided in Particular Conditions shall be a material breach of this Contract and shall entitle the Pure.baser to term inate th is Contract.

14.4 Unless set forth otherwise in Particular Cond itions. the Supplier shall follow the Shipp ing Documents Approval Procedure wh ich shall be prov ided by the Purcha>er. when appl icable. in order to receive a customs levy exemption wh ich the Seller and the Purchaser are entitled w in the Republic of lraq in connect ion with the Project.

15. A.'.\Tl-COJU{U J>T!ON PROV ISIONS

15.1COMPLIANCE WA RRA NTIES A N D REPRESE1'TATIONS

15.1.I Seller warrants that in cormection with this Contract it will not, in order to obtain or retain business or any advantage in the conduct of business, offer. prom ise or give any improper advantage to any person (or a third party) to make that person act or refrain from acting in relation to the performance of heri11is oflic.ial duties. This appl ies regardless whether the. advantage is offered d irectly or through an i ntermediary.

15.1.2 Sel ler fi.u1her repre.sents and agrees that it will not otter to any thi rd pa 11y, direc.tl y or i ndirectly, gifts except for promotional i tems of m i n ima l value normally beari ng a company logo. Soci al events, mea ls, entertainment or promotional t ravel may be offered if t here is a clear business ..e.a..:.;on. but the cost 1nu...r.; ( he kept ""ithin rea">onable li1nits and pre-approved by the Purchaser. Tra vel, accommodat ion and ot her ex penses made on behalf of l hird part ies must be pre-approved and funded by the Purchaser.

15.1.3 Seller shall not sub-contract or assign any of its duties or obligations under th is Contract without express pre-approval of the Purchaser. Seller shall ensure that a l l sub-contracts issued under 1h is Cont ract shall con tain provisions identical to the present Complia11ce Warrant ies and Representat ions.

15.1.4 Seller shall upon Purchaser's request, give a written statement to the Purchaser con firm in g that it has complied with all requirements of these Compliance Warranties and Rcprcscmatious.

1 s.-1 .5 Seller shall im mediately report to Purchaser any act or om iss ion wh ich could poss ibly he seen as a breach Compliance Warramies and Representat ions. Ln such instances Seller shall give the Pu rchaser access to a ll documents which in Purchaser's sole opinion may be relevant to determ i ne whether such breach has occurred.

1 5.2. BREACH or CO\.f PT.lANCE WA RRANTTES A'.'m REPR EST''<TATIONS

1 5.2.1 In the event that Seller fails to folfill Seller obl igations according to Compliance

Warranties and Representations, the Purchaser may choose to:

CONTRACTSLEGA

LDft1>A V'T'11. •1::""fT

11 JUN 2015

\Vcsl Qurnn 2 Project

Title:Supply C:ontroctSchedule 2 ·Gtncrul Tcrms

Approved hy Ll\lll' order#44iME <l11100 09.06.20 13

(i) cease all payments until obligalions arc fulfilled, andior

(ii) ) tenninale the Contracl with immediate etkct, i n the event that Seller is in material breach of its obligations, prov ided that any violation of the Compliance Warranties and Representations sha ll always be con idered as a material breach, and or

(iii) claim compensation for losses to Purchaser which are d irectly related

to the breach of Contract.

1 5.2.2 I lowever Seller shall not be liable for any consequential damage.

16. GENERAL

16.l ENTIRE AGR F:F.:\·JF:NT. This Contract constitu tes lhe emire agreemcnl

between the Parties hereto and supersedes all prior negotiations,

represenlalions or a.greements related to the compilation of this Con tract,

either written or verbal.

16.2 SEVER.ABILIT Y.If any term of this Contract not being of a fundamenlal nature is held to be illegal or unenforceable, the valid ity and enforceability of !he remainder of t h is Contract shall 1101 be t hereby a ffected.

16.3 A M EN DM ENTS. No amendments or add itions to this Contract shall be val id un less i n writing and signed by the Parties au thorised representatives.

16.4 lNDEPENDENT SELLER. The Seller shall execute this Contract as an

independenl contractor. withoul prej udice to Pu rchaser's right to give

general d irections and to inspect, as specifically stated in this Contract.

Seller shall have complete and excl usive control over the ent i re supply of

the Goods.

16.5 NO PART'i ERSHJ P. '.'lathing in this Cont ract sha ll be deemed or

interpreted as creating a joint act i vi ty or a partnersh ip in any fonn under

any law.

16.6 ASSIG NMENT A.'iD SUBCONTRACTING. The Seller shall not assign or

subcontract i n whole or in any part the benefits or burdens under the

Contract withou t the prior written consent of the Purchaser. The Purchaser

may assi gn i ts rights hereunder to any of its Affiliates.

The Seller agrees that the assignment, as a whole or in part, of any credit accrued lo Seller u nder t his Con tract is strictly prohibited, unless approved by Purchaser i n writi ng. Furthermore, in no circumstance may Seller give any special cash warranl to any third party, nor delegate, in any man ner whatsoever, the collection of any of the monies due to Seller

hereunder.

16.7 NOTICES and R EPl{ESENTATlVES. Any waiver and all noti qfl lpursuant to the prov isions of th is Contract, unless otherwise agr ··d be v'r'jJU e {i51rties,

2

1...-- --

\Vest Qurna 2 Project

Title: Supply ContractSchedule 2 - (ienc::ritl ·rc::m•

Approved by L·E order#44/Mf( doted 09.06.20 13

sha ll be sent by (i) receipted hand delivery, (ii). international courier, or (ii i) facsimile transmission, to the add ress identified in Pmticu lar Conditions (or such other address as t he other Party has specified giving seven (7) calendar days' prior notice).

Tit. Parties sha ll appoinl Lbcir respective representatives for all kind of communication related to the execution of this Contract, Init ia lly such represenlalives names shall he specified in Particular Cond itions. Each l'arly may substitute its representative so appointed by a prior wrillcn seven (7) calendar days' not ice lo the other Party.

CONTRACTSLEGALOF.PA TM.ENT

1 1 JUN 2015

\\.' .st Qurnu 2 Proji.;c..:

Title: Supply ContractS.;he<lule 2 . lieoeml l'enns

Approved by LME order#44 1VfF. dared 09.C/6.20 13

APPENDIX I:FORM OF GOODS ACCEPTAl\CE CERTIFICATE

CONTRACTSLEGAL DEJ>l\RTMENT

1 1 JUN 2015

.L

I

SCHEDULE l

Co11tract T1Ue: Supply of Spare parts for Cyclooe&Air Compssor (ltaq) Contract ref. No CY-1S·8015•0149

Appendix I

FORM Or GOODS ACCEPTANCE CER TIFICATE

City of , 20

LUKOIL l\UD-F.AST LIMITED.as Purchaser, in the person of [•), acting on the basis of[•], and[•I.as Seller, i n the person of[•J , acting on t.hc basis of[•], have executed this document to certil)' chat the Seller has tuI tilled its obl igations under Contract x [•Iof [•Ito supply Goods and the Purcl1aserI1as accepted the f. llO\V'U !! G00(Is:

Dlscrlption QTY

The following documents are allached to this Certificate:

l•JThe Purchaser has no cla ims t.o the Seller related to the quantity, qual i ty and completeness of Goods that are being accepted by the Purchaser.

Goods del ivered by:

.! !

1u name

Seal

Goods accepted by: !

==:::------'!1gn:uu1c t n1..

Seal

,'<; ·ritle Oo)l Unitrri<:e· SD•

·robd11rice

ICSD'

IContr:u:l Price:

CONTRACTS LBGAL

DBPARTMllNTf 1 JUN 2015

•

•

"

SCHEDULE 3

SCHIWt;LE 3

Contrnct T i t l p :Supply of Sparepartsfor Cyc:lone&Air Compressor (Iraq) Contrnct rqf No CY•lS·SOlS-0149

SPF.CTFICATION OF COOOS AND PRICE

lll t\hltl';fi.aJ r.-I:ttcri:d Clle !Ua 11ur1•c1u rcr M:u:tYf'9('h1rt·r UolQ-trUnit Tot.a l prit.e*ll UOlb{'I' dc:ripli(ln Pa.rt N-0 .

Jlrit4;:• (USD) ;..'SO\I S201<:4<: VASUT.C7l\O GASKET tT4.5 X ID f f,Smii.lth C7fr:>G-SS-

liA • 214:..75 S 575.00S 5G-S.. 36"> \$Mi; CLASS ISO 36)oJ'LSUUTH SPIRAL \VOU;-.10;

HOOf' 'H. <' $S;OlJLlJ( Rl>.IG C:'S GRAPHITE t·lLLl;K. lNNJ:.R IW'\UJ.IG SS Il 4 1()1 42G1AX2 01AX2 BLANK FOR FLSmtdlh C4 11.$S A 17 (-

73.7; l l 453.75SBLANK C'YC1.O\fF.• $1I fl!.t'YCLOU"9412- SS.FLSr...HDTH

3. 4 1•)154.:!6 Gtl.fAX2 G;o.1.--\X2 ('YCLON b. LSnudth C6208Ct' 80EA 66 2695,00 I 77 R10,f10S

t'YCLOc.C6V.TJ'H .577 SQCARE 622QSOC 80 JNCI 1 INlt;:J. .IY..".!i' UJ.62.FLSt\t' rDTH VORTEX Ff>lTJF.R

:\1>625" 11>:\l'l'X.

92"0 AtU?-·UNA4. ;1035546 CYCLOKE CYCLO:-.IB BCSHt>lG FT.Srmd1h C I SJ7.;>S

M SJ 2os.2; l 7 284,75S filJ$l TINO,C' Il:OR V 1.AX2

Ji· CYCLONE.:>S,JIL::itvUUTH STAINLESS STEEL

5. ;203;547 CYCLOKE CYCLONF CiASFT FT.Smidlh C7(l:r9(;. l:.:\ 78.405 174,.JOS GSK'l',C'llfl"IU - J:·g··.75 L>UROt>.U£TER R\!

75-0R\.'75· \t!TONL>.FLS?l.UDTH

6 ;20.;;;.:1s CYCLOKE CYCLONR frA5KF..T FT.f..n1i< ll1 C7 1:9(;. l:.A 61.254 Q42,50S (i:)KT,C7fl79U - 1/4'. 75 DL:ROfl.tETER R\ ?

5-CRV75· \t!TON

'- CJLS'1Jl)IH7 S203 549CYCLOl'E CYCLONE FLAT Fl.$midtl1 C12.S-2 S.S S:! 49.00067.00SFl.AT V.'AS!lf.:lt.6$\ l6L\VASHER.C'.72 65-2-SS.FLSM IDTH

I

"

"

"

.

K ');,),11'\'i'i'i(J CiUOl't: CYCLONE GASKET FLSmidth C707 G- FA21,2':1 I 5)(1.48$ GSKT,C7079(",-. 1/8', 7:S

T>\;R(>M t;; I C)< R\.'75-ARV75- VlTON1\ l'l.$MIDTll

9 520'.' 551 UlAl'K BLANK GAS'<. ET J:S", FJ.Smidth C?07 G- FA 78.40 l 332.80$ GSKi.C7•)7QQ. 7 VL.ROfl.U.:11.:R R\.'75-JR\.'75- VlTON.I.Fl S·ITT>Tll

10 52035.SS? ULAl'\l< OlANK G.\SKET FLSm1dth C707-JG· i;..-. 17 61.25 l (11.45$

GSKT.C'i'079G. 1/4'75 T>C'R()Ml.Tf RR\.'75-H R\.'75-VJTON

TT Fl.St-..frf>Tl l5203.SS.53 BL,-..1\K ULANK GASKET FLSmidth C?079G· 17 11,28 3"15.7('>

GSKT.C'i'O'J?CT· I:'&' 15 T> :ROf>..fP.TFf<

R\.'15-l.: R\.'75-Vil'ON

F..FT.S,OOT1112 52035555 l\r.F.f>tR :)\VAO!.:.LOK SS· Swa;;clok SS..SCTHFS F.A

!6<.9$ 47. t.VLVSS· 8(H' JFSS(it;t-8.$\VA<.iEl.OK

13 52035556GAOOR $\\'1\ 0 .LOK SS- Sw,igdok SS- EA 4358,6? I 43.i,6 VLV.SS- !•PNBG112-FRl'iPi\I UG:1•ll2·

6P>ffi0112· FSJIS.SV.'AGELOK14 •1101.51139 INl.fi';\IJ{ lNLCT AlR l;lLTER. Atlm.Copca 1622 7SS7 0

F.A 6 S\l.<:fl $J'l J6$FLTR.1622 DRY PAPER.18117 UOlll.N<.i: PAO GI 30.0-0.ALnAS LTFETl)·.ffi ICOPm 4\ :)1)1!1{$J' ) lfi:?2

?8870015 51000810RXT> R()T0·X1i:NI> I>UT'r' A•fas Cop·,o 290 1 1701 00 CAN

6 SI0.97 4 SGS 82.S.OIL.20L.2901 FLlJ ID(RXD OIL 20 ' uNT lACTS LEGAL11()1 L).29"JI 1701 DE 0

"'"

1600,Al.TI,AS 00.AtTJ ASCOl•OO

<.:OPCO

'

A RT 1 T1

4101540FLTR KIT.290l f O,TF.R XTT.2901 1961 All:iCtVJ"'() 2401. }"l('i) 00s f I 6 1.....41 I I 112. tPtlge l llf '

II\.

Contract Title:Supply of Spare parts for Cydone&Ait Compressor (lr.aq)

· l\

f:tttel'bl ft

1atcrf:-lute

SCHEDULE 3l\hm

Co)

fl1n1

ntract reU•Jf N" Y

;J.S..801S

14

9Total pricc.111961

UU.A.L ILAf>COPCO

00,ALTI.AS COPCO

17

201559{) '\

ffiv.161.! ms

NON·RF>Tlffi.NVALV!GLJ. 9005(IJ,t\l,'fl, \$

Atlas Cop.:o

161 900 01 EA I B

.682J.6SS

18.

41015441Sl£ALXI T,2901 195500.ALTLAS

LU' ::il.:.ALK.ll.29tll1955 00,.AI.TL:\S

l\l::i$ C<>p;;o 2'111} 19'! (1(1 SF I • 1r\2,1\I

1 S16,7 S

T<it:Al uricc•fiocludcd 11JJ Taxes $Ud kc.sl 242 • - All prices provided upon delivery terms and conditions specified in the Contract and

included allTaxes and fees.

CONTRACTS LEGALDE.PA RTM.-NT

1 1 JUN ZOl5·,2 12 I

Contr<ict T i t l e :Supply of Sp:itc J)tlrt.s forCVclone&Air Comprt'S$or (lrqJ

SCHEDUlE---- ---C'!!o!!n!l@"c"t!r:e,,,, •,C:cV::1.:;:':8::0::1:,5::-:0:::4::,9:_ _

SCHEOULE 4TAXES

J. DEFINITIONS

l.l "Tax" or "Taxes" means any form of taxation, levy, duty, charge.contri bution or withhol ding or whatever nature (including without limitation, income, value added, excise, crntoms duties, tariffs, stamp, transfer, property, occupancy, use, real estate, sales, payroll, gai ns, gross receipts, withholding, franchise taxes and any other similar fiscal payme.ms that may replace or append the existing ones) together with any related fine, penally, surcharge or i nterest imposed i n con nection with such taxes, levies, duties, charges, comributions or withholdings, collected or a%essed by, or payable to,any Tax Authority.

l.2 "Ta x Authority" means any government,state or municipali ty or any local, state, federal or other authority, body or official anywhere in the world exercising a fisca l, revenue, customs or excise function (i ncluding, without limitation, the Iraq i General Commission for Taxes).

1.3 "Ta x Lu w" means any Jaw for the time being i n force i n so far as it relates to or is connected with Tax and law for these purposes shall be treated as i ncluding t11e prevailing pract ice of the relevant Tax Authority.

2. SELLER'STAX RESPO:-<srnrLITlES

2.I The a.rnounlS payable to the Seller in accordance wi th this Contract shal l include any and a ll Taxes for wh ich the Seller or, as the case may be, the Purchaser is l iable i n accordance with applicable Law. Where the Purchaser has an obligation to deduct or withhold Tax i n respect of any pay ment due to the Seller, the provisions of J\rticlc 3 shall apply.

2.2 The Seller shal l be responsible for and pay any and all Taxes assessed on it arisuig as a result of or in connection wi t11:

a) the perfonmmce or execution of the Contract or any income earned by the Seller under the Contract or otherwise;

b) any wages, salaries or other remuneration paid to persons engaged or employed, or deemed engaged or employed, by the Seller;

c) m1y wages, salaries or other remuneration paid to its subcontractors; or

d) any wages, salaries or other remuneration paid by its subcontractors to any persons engaged or employed, or deemed engaged or employed , by its subcontractors.

2.3 The Seller declares it is aware of the Tax Laws of the. Republ ic of Iraq and agrees tJiat it will comply with its Tax obligations im posed pursuant to such Tax La ws in a timely and accurate manner and, if required, the Seller will, inter alia:

a) register with the Tax Authority in Iraq; and

b) provide evidence of such registration and the registration num btfi!!OrJ:ll!i1tl !l•f.!_§· [.iEE<GirAiriLLI

DEPARTMP.NT

11 JUN 2015

!_-------'-'""

SCMEOUl.E 4

C ontr:lct T i t l f !:Supply of Spare partsfor Cydon.e&Air Compressor (Iraq)Contra( \ ref. N!! CY·lS·801S·0149

2.4 The Sel l er shall procure that any subcontractor or any other person employed, deemed to be employed or provid ing Services under or i n connection with the Concract shall comply with their respective Tax obligations under the Tax Laws of the Republic of Iraq.

3. DEDU CTIONS A ND WlTHHO LDI.NGS

3.1Where, under the provisions of the relevant Tax Laws, che Purchaser is required to deduce or withhold any amou m (whether as an amount of Tax, an amount in respect of Tax or an amount on account of Tax) frorn any payment it is req ui red to make to che Seller (including any advance payments), the Purchaser shall deduct or wi thhold from any arno\11\1 pa id pursuant co the Contract an amount equal to that required by the relevant Tax Laws to be deducted or withheld.

3.2 Where any such deduction or withholding is made by the Purchaser in accordance with Article 3. 1 , the amount deducted or withheld by the Purchaser shal l, subject to the provisions of this Article 3, be treated for the purpose:; of the Contract as being having been paid to the Seller.

3.3 Where the Purchaser ma kes any such deduction or withholdi ng it shall, upon the Seller's request, provide the Seller with a written receipt in respect of such deduction or withholding and the Purchaser shall otherwise deal with any amount so ded ucted or withheld i n accordance wi th the appl icable Tax Laws.

3.4 Where the l'urchaser has failed to withhold or deduce amounts in accordance wi th the relevant Tax Laws from any payment to the Seller where it. transpires for whatever reason it should have made such a deduction or withholding, i t may (at its option):

a) request. in writing that the Seller reimburse such amount of the payment chat should have been deducted or wi Utheld by the Purchaser, in which case the Seller shall reimburse the Purchaser within ten ( I 0) c.alenda r days of rcceipl of such written notice: or

b) deduct from any fiirthcr amounts due to the Seller i n accordance with thi s Comract the amount of the deduction or withhold ing il was required to have made i n relation to any previous rayment (for t he avoidance of doubt (i) such right to deduct or withhold is in addition lo the right to mak.c a deduction or withholding from payments due to t he Seller pursuant to Article

3.1 and (i i) the Purchaser shall, upon the Seller's request, provide written recei pt to U1e Seller setting om the details of the deduction or withholdings made in accordance with Article 3.3).

3.5 Where the Seller claims either to be exempt from any deduction or w i tbhold irig or to be entitled to a payment of the amount withheld or deducted by the Purchaser. it shall inform the Purchaser in writing and shall provide all necessary documentation and information requ ired by the relevant Tax Laws (including a certificate of exemption from the relevant Tax Authority) lo enable the Purchaser to, respectively, pay any mnount of the Contract Price without deduction or withhold ing, or to pay the clement of Che Contract 1'1ice deducted or withheld to the Seller, provided that the Purchaser shall have no obligation to make a payment of the amount deducted or withheld by i t, pursuant to Tax I.aw, tO the extent it has made a pay ment in respect of such amounts to the relevant Tax Authority (and i n such a case A11iclc 3.7 shall apply).

3.6 The Purchaser may act on any information provided lo it pursuant to A rticle 3.5 at

its discretion and shall not be l iable to the Seller or any other person or body i n the event that the Purchaser applies the deduction or with.holdir1g according to

the relevant Tax L CONTRACTS LEGALDEPA lf'TJ'.A' NT

P 2 of 4

SCHEOUL£4

Contrfst intt .Suppty of S.rt Pit1S for Cyctotw&.Alr Compressor Or.Ml) CO!'!tf ! tl rgt. H IC'f JS-IOLS-0149

3.7 Where the Seller is entitled to a refund of any Tax paid to the rclc,ant l ax Authority by the Purchaser in respect of amount.s pt1id under the Contract, the Purchaser and the Seller ;;hall co operate in seeking a refund from the Tax A uthority. The Seller shall pay 10 rhe Purchaser an amount equal to the Purchaser's rca>onable costs incurred i n seeking uny such refund on the Seller's behalf.

4. PU L{CHASER'S TAX Nl)f.;;\•lNlTY

4.1 The Seller hereby agrees to pay (within 10 days of written notice), by way of indemnity, to the Purchaser an amount equal to:

a) any liability for Tax assc&.cd or imposed on the Purchaser where wch I ix arises a;; a result of or in connection with an) of the obligalions, paymenL• or actions rcforred to in Article 2.2 (a) to (c);

b) any liability for Tax assessed or imposed on the Purchaser which arise• as a result of or in connection with a Tru. l iabil ity of the Seller, its subcontrac1ors or any person employed hy 1hc Seller or its subcontractor;; having nol been paid by the due dale or in ;1ccordance with the proper procedures imposed by Tax I.aw;

c) all costs and expen;;es incurred by the l'urchaser i n dealing w i th the assessment or im posi tion of any Tax wh ich is i ndcnmificd pursuant to thi;; Article and all costs and expenses arising from pursuing an i ndem nit}' cla im under this Article.

4.2 The indemnity above shall not apply to the exten t that:

a) such Tax ha-; been taken into account as a deduction or withholding by the Purchaser when making payment'\ to the Seller in accordance with this Contract:

b) the Seller has reimbursed the Purchaser pursuant to a wriucn request made pursuant to Article 3.4 (a); or

c) the Purchaser has made recovery pursuant 10 the tights of set off •ct out above pursuant to Article 3.4 (b).

5. GROSS UP OF PURCliAS!!;l{'S IN DEM NITY PA v:wRNTS

5.1 All payments made by the Seller pursuant to any i ndemnity given by the Seller or

any payment oC liquidated damages made by the Seller pursuant to this Contract shall be made gross. free of any right of counterclaim or set off and without deduction or withholding of any k ind other than any deduction or withholding required b) I.aw.

5.2 If the Seller makes a deduct ion or ' ithholding required by Law fi'om any indemnity payment or any pa) mcnt of liquidated da mages under the Contract. the sum due from tlic Seller shall be increased to the extent necessal) to ensure 1hat, after the mak ing of any deduction or withholdi ng, the Purchaser receives a sum equal to the sum it would have rccci \•ed had no deduction or withholding been made.

5.3 l f a pay ment under any inde111n i 1y or any paymenl of l iquidated damages under 1hc Comract wi ll be or h<ts been subject to Tax. the Seller slwll pay to the Purch ,_,. ••- ' "· ·ing intoaccount Tm' payable in respect or the amount) that wi l l ensu f lilij l}{\ e t iv;s and retains a net sum equal to the sum it wou ld have received had th paymtr n.RJtffall subjec to Tax.

CONTRACTSLEGALDBPA.'R'T'M NT

1 1 JUN 2015

6. PROVISION 0.1' L'll.l'ORMATIONSCHEDULE 4

C9 ntr ct Titl¢ :S-upply of Spafe patt$ fof Cy<;lonc&Air Compr<inor (Iraq)

Contract ref. N2 CY-U...S01S·0149

6.1 The Seller and the Purchaser shall provide or procure the provision to each other of such i nformation and a%istance as each may reasonably require to comply with their respective Tax obligations (including the Purchaser's Tax obligations in relation to its obligat ions to deduct or wi thhold any amounts from payments due to the Seller under the Contract and the Purchaser's obligations to prepare any Tax returns).

SCHEOOl.f 6

C ontract r r tlt: S1.1pply of Spare parts forC

ydone&AirCompres

sor (Iraq)

Contrac1tef. N12

CY·LS-801S·0149

SCHEDULE 6

FORM OF PER f'ORMANCE ROND

PEllFORMA 'ICE BO!\I> (BAJ\ K Gl!ARAl\Tlili)

U ncood iliona l and

irrevocable To: LUKOIL tvUD-EAST LIM ITED

Guarantee Ni?

We are informed that LUKOIL tvUD-EAST LIMITED hereinatler referred w as the ''Purchaser") and (•] (hereinafter referred to as the "Seller'') ha ve entered into a Contract N2. l•j dated [•lfor 1he sum of [•) for (•) (hereinafter called the ''Contract''), and that under the Contrnct the Seller has to procure aperformance bond in a Corm of unconditional and irre.vocable bank guarantee in favour of the Purchaser.

Accord ingly at the nx1uest of the Seller we, I' ·I (hercina tlcr called the "Guarantor"), hereby provide you with an unconditional itTevocable guarantee for the amount not exceeding, in aggregate, l•j ( ( ...amount in words...]) US Dollars (hereinafter called the "Guarantee Amoun t") and ilTevocably guarantee payment lo the Purchaser of an amount not exceedi ng Guarantee Amount on Purchaser'sdemand, in the event of the Seller failing to fulfil any of its ohligations under the Contract, on the following terms.

We hereby agree that no amendments or supplements or other revisions io the Contract or :111y otncr contractual documents made by you and the Seller relieve us from responsi bilities under this Guarantee. and we hereby waive the right to be notified of such amendments, supplements or revisions.

Guarantor undenakes to pay to the Purchaser within 3 (three) banki ng days UJ> to the Guarantee/\mount upon receipt of your first written demand, quoting the above Guarantee

number, stating that the Seller has foiled to fulfil its obligations under the Contract. Such demand will be accepted by us as conclusive evidence that such sum is due to you. In the event that you state in your demand lhat it concerns only a pa11ial payment under this Guarnmee, this Guarantee wi l l conti nue in force for the balance.

TI1is Guarantee will remain valid and i n force ur until the [90th (ninet ieth)) day following the day of com pletion of Seller's obligations under the Contract or early term i nation of t his Contract, whichever comes tirst (the "'Expiry Date").

In no cases this Guarantee shall expire earlier than [•].

Aller the Expiry Date this Guarantee wi ll be considered null and void and the original of this Guarantee should be returned to us, although this Guarantee will be considered null a v > • he

Expil)' Dace, i rrespective of whether the original is

returned. This Guarantee is not transferable or

assignable.

CONTRACTS LEGAL DF.Pfl " "r."'T

11 JUN 1015

'-----··- -

SCHEDULE 6

Con t !Jct T jt!s: Supply of Spare P"'rts forcyclone&Air

Compressor (Iraq)

Contract ref. N9

CY·1S·801S-Ol49

This Guarantee is subject to che t ni fonn Rules for Demand Guaranlccs, ICC, and Pu blicalion ;'fo 758.

This Guarantee shall be governed by and construed in accordance with English Law and International Chamber of Commerce Court of Arbitration i n Paris, France, shal l have exclusive jurisdiclion to settle any dispute arising out of or i n connection with th is Guaramee.

The arbitration shall be conducted in the English language and in accord<U1Ce wiLh the rules and procedures of the International Chamber of Commerce Court of Arbitrat ion by the. sole arbi trator. The arbitration award shall be final and binding and there shall he no appeal there from to any court.

We confirm our registered and principal office in [•j for the service of any nociccs

ot process is situaced at [•].All correspondence m ust quote t he above Guarantee number.

(Guarantor's signalure)

(Ilank name)

(Address)

CONTRACTS LEGALDFl>·"o,....,._. .,llloi1T

1 1 JUN Z015

--- -·... -- ---