Common use of General and Administrative Expenses Clause in Contracts

General and Administrative Expenses. These charges shall be made monthly for services of all personnel and offices of the Operator and its Affiliate(s) outside Kenya and those not otherwise provided herein. It shall include service and related office cost of personnel performing management, administrative, legal, accounting, treasury, tax, employee relations, computer service, purchasing, engineering, geological, geophysical, and all other functions for the direct benefit of Petroleum Operations. The charge shall be made as follows: This charge will be at the rate of Three Percent ( 3%) of total costs per months during any period in which exploration operation are being conducted. For the period commencing on the date that the contractor reports a commercial discovery to the Government to the discovery to Government as required in clause 19(5) of the contract is terminated the provisional rates shall be Three Percent ( 3%) of total costs. The charge shall be as follows: The provisional charges for such costs are based upon operator's cost experience and estimates of cost to be incurred in conduct of the petroleum operations, and are subject to quarterly adjustment as operator’s costs indicate are necessary and equitable. Within ninety (90) days following the end of each quarter, the operator shall determine the actual cost incurred in performing such services, and shall charge or credit the joint account for the difference between the actual cost incurred for the quarter and the provisional rate charge during the quarter. On request of the Government, the operator shall make available at its home offices all supporting documents used for the determination of the charges. Such documents shall include but shall not be limited to time allocation reports prepared by employees providing services described in subpart 2.11.1., cash vouchers supporting cash expenses included in overhead pool, inter- company billing supporting charges for services provided by operator's affiliates (e.g. building rentals, telecommunications paid by the operator's parent company), summary or impersonalized computer run supporting salaries, wages and employee benefits and other such documents as may be mutually agreed. Draft Production Sharing Contract Block L28 Ministry of Energy Page 66

General and Administrative Expenses. These charges 3.10.1 This charge shall be made monthly for services of all personnel and offices officers of the Operator and its Affiliate(s) outside Kenya Somalia and those not otherwise provided herein. It shall include service services and related office cost costs of personnel performing management, administrative, legal, accounting, treasury, tax, employee relations, computer serviceservices, purchasing, engineering, geological, geophysical, and all other functions for the direct benefit of Petroleum Operations. The charge General and administrative expenses incurred wholly and exclusively for the Somali operations are wholly deductible. General and administrative expenses which have not been incurred wholly and exclusively incurred for Somali operations will be charged on an allocation criteria provided by the Contractor subject to approval of the Minister of Petroleum and Somali tax authorities (acting jointly), which approval shall be made as follows: This charge will granted within [30] days of submission. If the Minister of Petroleum and Somali tax authorities have good cause for refusal (such to be at notified to the rate Contractor), the Minister of Three Percent ( 3%Petroleum and Somali tax authorities (acting jointly) may refuse grant of total costs per months during any approval within the same period in which exploration operation are being conductedof time. For In case of expiry of the period commencing on the date that the contractor reports a commercial discovery to the Government to the discovery to Government as required in clause 19(5of [30] days following submission without Minister of Petroleum and Somali tax authorities (acting jointly) either approving or refusing grant of the contract is terminated the provisional rates approval, their approval shall be Three Percent ( 3%) of total costs. The charge shall be as follows: The provisional charges for such costs are based upon operator's cost experience and estimates of cost to be incurred in conduct of the petroleum operations, and are subject to quarterly adjustment as operator’s costs indicate are necessary and equitable. deemed granted. 3.10.2 Within ninety ([90) ] days following the end of each quarter, the operator Operator shall determine the actual cost costs incurred in performing such services, and shall charge or credit the joint account Joint Account for the difference between the actual cost incurred for the quarter and the provisional rate charge charged during the quarter. . 3.10.3 On request of the GovernmentFederal Government or a Non-operator, the operator Operator shall make available at its home offices Somali office all supporting documents used for the determination of the charges. Such documents shall include but shall not be limited to time allocation reports prepared by employees providing services described in subpart 2.11.1.part, cash vouchers supporting cash expenses included in the overhead pool, inter- inter-company billing xxxxxxxx supporting charges for services provided by operatorOperator's affiliates Affiliates (e.g. eg building rentals, telecommunications paid by the operatorOperator's parent company), summary or impersonalized impersonalised computer run supporting salaries, wages and employee benefits and other such documents as may be mutually agreed. Draft Production Sharing Contract Block L28 Ministry of Energy Page 66.

General and Administrative Expenses. These charges 3.10.1 This charge shall be made monthly for services of all personnel and offices officers of the Operator and its Affiliate(s) outside Kenya Somalia and those not otherwise provided herein. It shall include service services and related office cost costs of personnel performing management, administrative, legal, accounting, treasury, tax, employee relations, computer serviceservices, purchasing, engineering, geological, geophysical, and all other functions for the direct benefit of Petroleum Operations. The charge General and administrative expenses incurred wholly and exclusively for the Somali operations are wholly deductible. General and administrative expenses which have not been incurred wholly and exclusively incurred for Somali operations will be charged on an allocation criteria provided by the Contractor subject to approval of the SPA and Somali tax authorities (acting jointly), which approval shall be made as follows: This charge will granted within sixty (60) days of submission. provided that foreign overhead costs for general administration expenses in excess of 1% of the total recoverable costs shall be at cost non-recoverable. If the rate SPA and Somali tax authorities have reasonable grounds for refusal (such to be notified to the Contractor), the SPA and Somali tax authorities (acting jointly) may refuse grant of Three Percent ( 3%) approval within the same period of total costs per months during any period in which exploration operation are being conductedtime. For In case of expiry of the period commencing on of thirty (30) days following submission without the date that the contractor reports a commercial discovery to the Government to the discovery to Government as required in clause 19(5SPA and Somali tax authorities (acting jointly) either approving or refusing grant of the contract is terminated the provisional rates approval, their approval shall be Three Percent ( 3%) of total costs. The charge shall be as follows: The provisional charges for such costs are based upon operator's cost experience and estimates of cost to be incurred in conduct of the petroleum operations, and are subject to quarterly adjustment as operator’s costs indicate are necessary and equitable. deemed granted. 3.10.2 Within ninety (90) days following the end of each quarter, the operator Operator shall determine the actual cost costs incurred in performing such services, and shall charge or credit the joint account Joint Account for the difference between the actual cost incurred for the quarter and the provisional rate charge charged during the quarter. . 3.10.3 On request of the GovernmentFederal Government or a Non-operator, the operator Operator shall make available at its home offices Somali office all supporting documents used for the determination of the charges. Such documents shall include but shall not be limited to time allocation reports prepared by employees providing services described in subpart 2.11.1.part, cash vouchers supporting cash expenses included in the overhead pool, inter- inter-company billing xxxxxxxx supporting charges for services provided by operatorOperator's affiliates Affiliates (e.g. building rentals, telecommunications paid by the operatorOperator's parent company), summary or impersonalized impersonalised computer run supporting salaries, wages and employee benefits and other such documents as may be mutually agreed. Draft Production Sharing Contract Block L28 Ministry of Energy Page 66.