Common use of Capacity and Representations of the Parties Clause in Contracts

Capacity and Representations of the Parties. 61 ARTICLE 29. DATA AND CONFIDENTIALITY 61 ARTICLE 30. NOTICES 63 ARTICLE 31. ENTIRE CONTRACT 63 ARTICLE 32. TRANSPARENCY PROVISIONS 64 ARTICLE 33. COOPERATION ON NATIONAL SECURITY MATTERS 65 ARTICLE 34. LANGUAGE 65 ARTICLE 35. COUNTERPARTS 65 I. It is a Coordinated Regulatory Entity of the Energy Sector of the Centralized Public Federal Administration of the State, having legal personality and technical and operational autonomy, in accordance with Article 28, paragraph eight, of the Political Constitution of the United Mexican States (the “Constitution”), and Articles 2, Section I, and 3 of the Law of the Coordinated Regulatory Entities of the Energy Sector; II. In accordance with Article 27, paragraph seven, of the Constitution, Article 15 of the Hydrocarbons Law and Article 38, Section II, of the Law of the Coordinated Regulatory Entities of the Energy Sector, it has the legal capacity to sign contracts, in the name and on behalf of the State, with private parties or with State Productive Enterprises, through which the Nation conducts strategic activities consisting of the Exploration and Extraction of Petroleum and other solid, liquid or gaseous hydrocarbons within Mexican territory; III. In accordance with the applicable provisions of the Constitution, the Hydrocarbons Law, the Law of the Coordinated Regulatory Entities of the Energy Sector, and the guidelines established by the Ministry of Energy and the Ministry of Finance and Public Credit within the scope of their respective jurisdictions, on December 11, 2014, it published in the Official Gazette of the Federation the public invitation No. CNH-R01-C01/2014 for the international public bidding process for a Contract for the Exploration and Extraction under Shared Production Modality relating to the Contract Area described in Annex 1 hereto, and in accordance with the procedure established in the bidding guidelines issued for such bidding process, it issued the award on July XX, 2015 pursuant to which ABC and XYZ were declared the winners of the bidding process, and IV. Its representative is authorized to enter into this Contract pursuant to Article 23, Section III, of the Law of the Coordinated Regulatory Entities of the Energy Sector. ABC declares that: I. It is a corporation organized and existing under the laws of Mexico, whose sole corporate purpose is the Exploration and Extraction of Hydrocarbons, and it has the legal capacity to enter into and perform this Contract; II. It is a resident of Mexico for tax purposes, has a Federal Taxpayer Registry number, and does not pay taxes under the optional tax regime for groups of companies referenced in Chapter VI of Title II of the Income Tax Law; III. It has knowledge of the laws of Mexico, as well as all related regulations and other applicable provisions; IV. It has the organization, experience and technical, financial and implementation capacity to comply with its obligations under this Contract; V. It has taken the corporate actions, obtained the authorizations, corporate or otherwise, and satisfied the applicable legal requirements to enter into and perform this Contract, and neither it nor any third party associated with it falls within any of the provisions of Article 26 of the Hydrocarbons Law, and VI. The legal capacity of its representative to enter into this Contract is evidenced by the power of attorney registered in Public Deed No. , Volume , granted before Notary Public No. XYZ declares that: from , Atty. , dated I. It is a corporation organized and existing under the laws of Mexico, whose sole corporate purpose is the Exploration and Extraction of Hydrocarbons, and it has the legal capacity to enter into and perform this Contract; II. It is a resident of Mexico for tax purposes, has a Federal Taxpayer Registry number, and does not pay taxes under the optional tax regime for groups of companies referenced in Chapter VI of Title II of the Income Tax Law; III. It has knowledge of the laws of Mexico, as well as all related regulations and other applicable provisions; IV. It has the organization, experience and technical, financial and implementation capacity to comply with its obligations under this Contract; V. It has taken the corporate actions, obtained the authorizations, corporate or otherwise, and satisfied the applicable legal requirements to enter into and perform this Contract, and neither it nor any third party associated with it falls within any of the provisions of Article 26 of the Hydrocarbons Law, and VI. The legal capacity of its representative to enter into this Contract is evidenced by the power of attorney registered in Public Deed No. , Volume , granted before Notary Public No. from , Atty. , dated Based on the foregoing declarations, the Parties agree as follows:

Capacity and Representations of the Parties. 61 ARTICLE 29. DATA AND CONFIDENTIALITY 61 ARTICLE 30. NOTICES 63 ARTICLE 31. ENTIRE CONTRACT 63 ARTICLE 32. TRANSPARENCY PROVISIONS 64 ARTICLE 33. COOPERATION ON NATIONAL SECURITY MATTERS 65 ARTICLE 34. LANGUAGE 65 ARTICLE 35. COUNTERPARTS 6562 I. It is a Coordinated Regulatory Entity of the Energy Sector of the Centralized Public Federal Administration of the State, having legal personality and technical and operational autonomy, in accordance with Article 28, paragraph eight, of the Political Constitution of the United Mexican States (the “Constitution”), and Articles 2, Section I, and 3 of the Law of the Coordinated Regulatory Entities of the Energy Sector; II. In accordance with Article 27, paragraph seven, of the Constitution, Article 15 of the Hydrocarbons Law and Article 38, Section II, of the Law of the Coordinated Regulatory Entities of the Energy Sector, it has the legal capacity to sign contracts, in the name and on behalf of the State, with private parties or with State Productive Enterprises, through which the Nation conducts strategic activities consisting of the Exploration and Extraction of Petroleum and other solid, liquid or gaseous hydrocarbons within Mexican territory; III. In accordance with the applicable provisions of the Constitution, the Hydrocarbons Law, the Law of the Coordinated Regulatory Entities of the Energy Sector, and the guidelines established by the Ministry of Energy and the Ministry of Finance and Public Credit within the scope of their respective jurisdictions, on December 11, 2014, it published in the Official Gazette of the Federation the public invitation Tender No. CNH-R01-C01/2014 for the international public bidding process for a Contract for the Exploration and Extraction under Shared Production Modality relating to the Contract Area described in Annex 1 hereto, and in accordance with the procedure established in the bidding guidelines Bidding Guidelines issued for such bidding process, it issued the award on July XX17, 2015 pursuant to which ABC Sierra Oil & Gas, S. de ▇. ▇. de C.V., in Consortium with Talos Energy, LLC and XYZ Premier Oil, PLC were declared the winners of the bidding process, andawarded this Agreement. IV. Its representative is authorized to enter into this Contract pursuant to Article 23, Section III, of the Law of the Coordinated Regulatory Entities of the Energy Sector, as well as Articles 14, Section XVI, 20, fourth and fifth transitory articles of the Internal Regulation of the National Hydrocarbons Law. ABC Sierra O&G Exploración y Producción declares that: I. It is a corporation organized and existing under the laws of Mexico, and in compliance with the provisions of article 22.3 of Section III of the Bidding Guidelines for the Award of Sharing Production Contracts for the Exploration and Extraction of Hydrocarbons in Shallow Waters – First Call to Bid, Bid CNH-R01-L01/2014, whose sole corporate purpose is the Exploration and Extraction of Hydrocarbons, and it has the legal capacity to enter into and perform this Contract; II. It is a resident of Mexico for tax purposes, has a Federal Taxpayer Registry number, and does not pay taxes under the optional tax regime for groups of companies referenced in Chapter VI of Title II Second of the Income Tax Law; III. It has knowledge of the laws of Mexico, as well as all related regulations and other applicable provisions; IV. It has the organization, experience and technical, financial and implementation capacity to comply with its obligations under this Contract; V. It has taken the corporate actions, obtained the authorizations, corporate or otherwise, and satisfied the applicable legal requirements to enter into and perform this Contract, and neither it nor any third party associated with it falls within any of the provisions of Article 26 of the Hydrocarbons Law, and VI. The legal capacity of its representative ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Read ▇▇▇▇▇ ▇▇▇▇▇▇, as legal representatives to enter into this Contract is evidenced by the power certified copy of attorney registered in Public Deed No. , Volume , 69,197 of Book 1,365 granted before Notary Public No. XYZ 94 from the Federal District, Mr. ▇▇▇▇ Namur Campesino, dated August 12, 2015. Talos Energy Offshore Mexico 2 declares that: from , Atty. , dated: I. It is a corporation organized and existing under the laws of Mexico, and in compliance with the provisions of article 22.3 of Section III of the Bidding Guidelines for the Award of Sharing Production Contracts for the Exploration and Extraction of Hydrocarbons in Shallow Waters – First Call to Bid, Bid CNH-R01-L01/2014, whose sole corporate purpose is the Exploration and Extraction of Hydrocarbons, and it has the legal capacity to enter into and perform this Contract; II. It is a resident of Mexico for tax purposes, has a Federal Taxpayer Registry number, and does not pay taxes under the optional tax regime for groups of companies referenced in Chapter VI of Title II Second of the Income Tax Law; III. It has knowledge of the laws of Mexico, as well as all related regulations and other applicable provisions; IV. It has the organization, experience and technical, financial and implementation capacity to comply with its obligations under this Contract; V. It has taken the corporate actions, obtained the authorizations, corporate or otherwise, and satisfied the applicable legal requirements to enter into and perform this Contract, and neither it nor any third party associated with it falls within any of the provisions of Article 26 of the Hydrocarbons Law, and VI. The legal capacity of its ▇▇▇▇ Ashland Shepherd, as legal representative to enter into this Contract Contract, is evidenced by the power certified copy of attorney registered in Public Deed No. 74,325, Volume , of volume 1.798 granted before Notary Public No. from 1 of the Federal District, Atty▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ y Bandera, dated Based on August 3, 2015. Premier Oil Exploration and Production Mexico declares that: I. It is a corporation organized and existing under the foregoing declarationslaws of Mexico, and in compliance with the Parties agree provisions of article 22.3 of Section III of the Bidding Guidelines for the Award of Sharing Production Contracts for the Exploration and Extraction of Hydrocarbons in Shallow Waters – First Call to Bid, Bid CNH-R01-L01/2014, whose sole corporate purpose is the Exploration and Extraction of Hydrocarbons, and it has the legal capacity to enter into and perform this Contract; II. It is a resident of Mexico for tax purposes, has a Federal Taxpayer Registry number, and does not pay taxes under the optional tax regime for groups of companies referenced in Chapter VI of Title Second of the Income Tax Law; III. It has knowledge of the laws of Mexico, as followswell as all related regulations and other applicable provisions; IV. It has the organization, experience and technical, financial and implementation capacity to comply with its obligations under this Contract; V. It has taken the corporate actions, obtained the authorizations, corporate or otherwise, and satisfied the applicable legal requirements to enter into and perform this Contract, and neither it nor any third party associated with it falls within any of the provisions of Article 26 of the Hydrocarbons Law, and VI. The legal capacity of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, as legal representative to enter into this Contract, is evidenced through the Second Transcript of Public Deed No. 94,859, of Book 2,865 granted by Notary Public No. 104 of the Federal District, Mr. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, dated August 12, 2015. The JOINT AND SEVERAL OBLIGORS declare that:

Capacity and Representations of the Parties. 61 49 ARTICLE 29. DATA AND CONFIDENTIALITY 61 49 ARTICLE 30. NOTICES 63 51 ARTICLE 31. ENTIRE CONTRACT 63 51 ARTICLE 32. TRANSPARENCY PROVISIONS 64 ANTI-BRIBERY AND CONFLICTS OF INTEREST 52 ARTICLE 33. COOPERATION ON NATIONAL SECURITY MATTERS 65 LANGUAGE 52 ARTICLE 34. LANGUAGE 65 ARTICLE 35. COUNTERPARTS 6553 I. It is a Coordinated Regulatory Entity of the Energy Sector of the Centralized Public Federal Administration of the Mexican State, having legal personality and technical and operational autonomy, in accordance with Article 28, paragraph eight, of the Political Constitution of the United Mexican States (the “Constitution”), and Articles 2, Section I, and 3 of the Law of the Coordinated Regulatory Entities of the Energy Sector; II. In accordance with Article 27, paragraph seven, of the Constitution, Article 15 of the Hydrocarbons Law and Article 38, Section II, of the Law of the Coordinated Regulatory Entities of the Energy Sector, it has the legal capacity to sign contracts, in the name and on behalf of the Mexican State, with private parties or with State Productive Enterprises, through which the Nation conducts strategic activities consisting of the Exploration and Extraction of Petroleum petroleum and other solid, liquid or gaseous hydrocarbons within Mexican territory; III. In accordance with the applicable provisions of the Constitution, the Hydrocarbons Law, the Law of the Coordinated Regulatory Entities of the Energy Sector, and the guidelines established by the Ministry of Energy and the Ministry of Finance and Public Credit within the scope of their respective jurisdictions, on December 11, 2014, it published in the Official Gazette of the Federation the public international invitation to bid No. CNH-R01-C01/2014 for the international public bidding process for a Contract for the Exploration and Extraction under Shared Production Modality relating to the Contract Area described in Annex 1 hereto, and in accordance with the procedure established in the bidding guidelines issued for such bidding process, it issued the award on July XX, 2015 pursuant to which ABC and XYZ were was declared the winners winner of the bidding process, and IV. Its representative is authorized to enter into this Contract pursuant to Article 23, Section III, of the Law of the Coordinated Regulatory Entities of the Energy Sector. ABC XYZ declares that: I. It is a corporation organized and existing under the laws of Mexico, whose sole corporate purpose is the Exploration and Extraction of Hydrocarbons, and it has the legal capacity to enter into and perform this Contract; II. It is a resident of Mexico for tax purposes, has a Federal Taxpayer Registry number, and does not pay taxes under the optional tax regime for groups of companies referenced in Chapter VI of Title II of the Income Tax Law; III. It has knowledge of the laws of Mexico, as well as all related regulations and other applicable provisions; IV. It has the organization, experience and technical, financial and implementation capacity to comply with its obligations under this Contract; V. It has taken the corporate actions, obtained the authorizations, corporate or otherwise, and satisfied the applicable legal requirements to enter into and perform this Contract, and neither it nor any third party associated with it falls within any of the provisions of Article 26 of the Hydrocarbons Law, and VI. The legal capacity of its representative to enter into this Contract is evidenced by the power of attorney registered in Public Deed No. , Volume , granted before Notary Public No. XYZ declares that: from , Atty. , dated I. It is a corporation organized and existing under the laws of Mexico, whose sole corporate purpose is the Exploration and Extraction of Hydrocarbons, and it has the legal capacity to enter into and perform this Contract; II. It is a resident of Mexico for tax purposes, has a Federal Taxpayer Registry number, and does not pay taxes under the optional tax regime for groups of companies referenced in Chapter VI of Title II of the Income Tax Law; III. It has knowledge of the laws of Mexico, as well as all related regulations and other applicable provisions; IV. It has the organization, experience and technical, financial and implementation capacity to comply with its obligations under this Contract; V. It has taken the corporate actions, obtained the authorizations, corporate or otherwise, and satisfied the applicable legal requirements to enter into and perform this Contract, and neither it nor any third party associated with it falls within any of the provisions of Article 26 of the Hydrocarbons Law, and VI. The legal capacity of its representative to enter into this Contract is evidenced by the power of attorney registered in Public Deed No. , Volume , granted before Notary Public No. from , Atty. , dated Based on the foregoing declarations, the Parties agree as follows: