PREPAYMENT ADDENDUM For an Amount of up to US$300,000,000.00 between GEOPARK COLOMBIA S.A.S. (as Seller) and VITOL COLOMBIA C.I. S.A.S. (as Purchaser) and GEOPARK LIMITED (as Guarantor) Bogotá D.C., May 9, 2024

1.

GEOPARK COLOMBIA S.A.S., a company incorporated under the laws of Colombia, with its registered office at ▇▇▇▇▇ ▇▇ ▇▇. ▇▇-▇▇ ▇▇▇▇ ▇, ▇▇▇▇▇▇ ▇.▇., ▇▇▇▇▇▇▇▇ (the “Seller”);

2.

GEOPARK LTD., a company formed under the laws of Bermuda, with its registered office at Claredon House, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ with registration number 33273, (the “Guarantor” and together with the Seller, the “Obligors”); and

3.

VITOL COLOMBIA C.I. S.A.S., a company incorporated under the laws of Colombia, having its offices at ▇▇▇▇▇▇▇ ▇▇ #▇▇▇-▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the “Purchaser”, and together with the Obligors, the “Parties”, and each individually referred to as a “Party”).

(A)

The Seller is engaged in the exploration and production of crude oil, and the Seller and the Purchaser on or about the date of this Addendum have entered or will enter into a contract for the sale and purchase of crude oil (the “Commercial Contract”) whereby the Seller has agreed to sell and deliver the Commodity to the Purchaser in such quantities, of such quality, for the price and on other terms and conditions provided in the Commercial Contract.

(B)

The Purchaser has agreed to make Advances to the Seller for the purchase of the Commodity in the manner set out in this Addendum.

(C)

Subject to the terms of this Addendum, the Parties agree that the reimbursement of the Advances and all other amounts owed by the Seller to the Purchaser under this Addendum shall be made by way of deductions from the Commodity Price by the Purchaser to the Seller for the Commodities to be delivered under the Commercial Contract.

1

Interpretation

1.1

Definitions

1.2

Interpretation

(a)

Unless a contrary indication appears, a reference in this Addendum to:

(i)

the “Seller”, the “Guarantor”, and the “Purchaser” or any other Person shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

(ii)

a document in “agreed form” is a document which is previously agreed in writing by the Purchaser;

(iii)

“assets” includes present and future properties, revenues and rights;

(iv)

“certified copy” means, in relation to a document, a copy of that document bearing the endorsement “certified true copy” and which has been signed and dated by a duly Authorised Signatory of the relevant company and which complies with that endorsement, or a notarised copy of that document;

(v)

“Commodity” shall, as appropriate, be construed as a reference to the whole Commodity or any one or more Commodities that are part of that Commodity;

(vi)

“including” or “includes” means including or includes without limitation;

(vii)

“Addendum”, “Commercial Contract”, “Transaction Document” or a “Security Document” or any other agreement or instrument is a reference to that Commercial Contract, Transaction Document or Security Document, or other agreement or instrument as amended, supplemented, extended, restated, novated and/or replaced in any manner from time to time (however fundamentally and even if any of the same increases the obligations of the Seller or provides for further Advances);

(viii)

“guarantee” means (other than in Clause 13 (Guarantee)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any Person or to make an investment in or loan to any Person or to purchase assets of any Person where, in each case, such obligation (including any indemnity) is assumed in order to maintain or assist the ability of such Person to meet its indebtedness;

(ix)

“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(x)

a “Person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);

(xi)

a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law, but if not having force of law being one which companies operating in the same industry and jurisdiction of the Seller or the Guarantor also customarily comply) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

(xii)

a provision of law is a reference to that provision as amended or re-enacted; the singular includes the plural and vice versa; and

(xiii)

a time of day is a reference to Bogotá, Colombia, time, unless expressly provided otherwise.

(b)

Section, Clause, and Schedule headings are for ease of reference only and shall not affect the construction of this Addendum.

(c)

References to Clauses, paragraphs and Schedules are references to Clauses, paragraphs and Schedules of this Addendum unless otherwise stated and references to this Addendum include its Schedules.

(d)

Unless a contrary indication appears, a term used in any other Transaction Document or in any notice given under or in connection with any Transaction Document has the same meaning in that Transaction Document or notice as in this Addendum.

(e)

A Default (other than an Event of Default) is “continuing” if it has not been remedied or waived in writing and an Event of Default is “continuing” if it has not been waived in writing.

(f)

references to “days” shall be construed to refer to calendar days, unless the term “Business Days” is used.

(g)

In the event of any conflict between the terms of this Addendum and any Transaction Document, the terms of this Addendum shall prevail. Notwithstanding the foregoing, the Parties agree to comply with the other provisions and obligations of each of them under the Transaction Documents that do not conflict with the terms of this Addendum.

(h)

Technical or scientific words not expressly defined in this Addendum shall have the meanings corresponding to them according to the respective technique or science, and other words shall be understood in their natural and obvious sense, according to their general use.

1.3

Accounting Principles

(a)

All accounting terms not defined in this Addendum shall be interpreted, and all financial information required to be delivered under this Addendum shall be prepared in accordance with the Accounting Principles as consistently applied in the preparation of financial statements, except as otherwise provided in this Addendum. If at any time a change in the Accounting Principles affects any requirement set forth in the Transaction Documents, the respective accounting calculations shall continue to be made as if such change had not occurred until the date on which the Parties amend this Addendum to preserve the intent of this Addendum in light of the change in the Accounting Principles.

(b)

All financial calculations to be made under or for the purposes of this Addendum or any other Transaction Document, or in any certificate or other document prepared or

(c)

If a Material Adverse Effect occurs in relation to the financial condition of GeoPark after the end of the period covered by the Financial Statements used to make the relevant financial calculations and before such Financial Statements are published, such Material Adverse Effect shall be taken into account in the calculation of the relevant figures, to the extent that such Material Adverse Effect is applicable to the relevant financial calculations.

1.4

Joint and Several Liability of the Seller and the Guarantor

1.5

Guarantor’s Agent

(a)

The Guarantor by its execution of this Addendum irrevocably appoints the Seller (acting through one or more Authorised Signatories) to act on its behalf as its agent in relation to the Transaction Documents and irrevocably authorises:

(i)

The Seller to supply on its behalf all information concerning itself contemplated by this Addendum to the Purchaser and to give all notices and instructions (including, Utilisation Requests), to execute on its behalf any other agreement or deed, to make such agreements and to effect the relevant amendments, supplements and variations in each case, however fundamental, capable of being given, made or effected by the Guarantor notwithstanding that they may affect the Guarantor, without further reference to or the consent of the Guarantor; and

(ii)

The Purchaser to deliver any notice, demand, or other communication addressed to the Guarantor pursuant to the Transaction Documents directly to the Seller,

(b)

Every act, omission, agreement, deed, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Seller or given to the Seller under any Transaction Document on behalf of the Guarantor or in connection with any Transaction Document (whether or not known to the Guarantor) shall be binding for all purposes on the Guarantor as if the Guarantor had expressly made, given or concurred with it.

2

The commitment and Advances

2.1

The Commitment

(a)

Subject to paragraph (b) below and the other terms of this Addendum, the Purchaser makes available to the Seller the Advances in an aggregate amount not exceeding the Initial Commitment up to and including the end of the Availability Period.

(b)

Upon mutual agreement of the Purchaser and the Seller, the Purchaser may, in its sole and absolute discretion, make available to the Seller additional Advances to be Utilised under this Addendum of an aggregate amount not exceeding US$200,000,000 (the ”Additional Advance”), subject to the Purchaser and Seller entering into amendments and modifications to the Transaction Documents on terms and conditions acceptable to the Purchaser in its sole and absolute discretion.

(c)

Subject to paragraph (a) and the other terms of this Addendum (in particular Clause 5.3(c)), at no time shall the aggregate amount of the Outstanding Advances exceed the Initial Commitment or the Maximum Commitment, as applicable.

(d)

The Initial Commitment shall be available for Utilisation during the Availability Period in the maximum amounts indicated below, inclusive of any Advance already disbursed:

3

Purpose

3.1

Purpose

3.2

Monitoring

4

Conditions Precedent

4.1

The making of the first Advance under this Addendum is subject to the fulfilment, in form and substance, and in a manner satisfactory to the Purchaser (or upon its waiver at the sole discretion of the Purchaser) of the following conditions precedent no later than two (2) Business Days prior the day on which the Seller presents the Utilisation Request to the Purchaser (or by such other time as is specified herein or such shorter period deemed acceptable to the Purchaser):

(a)

Corporate Authorities: The Purchaser shall have received from the Seller:

(i)

With respect to the Seller:

(A)

A copy of the private/public document of incorporation of the Seller, including its amendments, together with the most recent certificate of existence and legal representation of the Seller;

(B)

If required, a copy or copies of a resolution of the shareholders and/or board of directors of the Seller, as applicable: (1) approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party and authorizing the execution, delivery and performance of the Transaction Document to which the Seller is a party; and (2) authorising an Authorised Signatory to execute the Transaction Documents to which the Seller is a party and to sign and deliver any certificates and other documents in connection with the Transaction Documents on its behalf; and

(C)

A certificate signed by an Authorised Signatory of the Seller in the form set forth as Schedule 2 (Form of Certificate for the First Utilisation – Seller).

(ii)

With respect to the Guarantor:

(A)

If required, a copy or copies of a resolution of the board of directors of the Guarantor in the agreed form: (1) approving the terms of the transactions contemplated in the Transaction Documents to which the Guarantor is a party.; and (2) authorising an Authorised Signatory to execute the Transaction Documents; and

(B)

Copies of each of the following: (1) certificate of incorporation; (2) by-laws; (3) a certificate signed by an Authorised Signatory of the Guarantor in the form set forth as Schedule 3 (Form of Certificate for the First Utilisation – Guarantor).

(b)

Transaction Documents: The Transaction Documents have been duly executed by an Authorised Signatory of the Seller and the Guarantor and are in full force and effect.

(c)

Other documents and evidence: The Purchaser shall have received from the Seller:

(i)

The Original Financial Statements;

(ii)

The Financial Model;

(iii)

Legal opinions of (i) Cuatrecasas, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ S.A.S., as Colombian counsel to Seller, and (ii) ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, as New York counsel to the Guarantor and (iii) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Limited as Bermuda counsel to the Guarantor, (i), (ii) and (iii) in form and substance satisfactory to the Purchaser confirming that, as a matter of Applicable Laws, the Seller and the Guarantor have the capacity and are authorised to enter into and perform its obligations under the Transaction Documents, as applicable and that, in respect of such documents expressed to be governed by the laws of the applicable jurisdiction, such agreements constitute legal, valid and binding obligations of the applicable Party thereto; and

(iv)

A certified copy of the reserves report of the Seller as of December 31st, 2023, audited by ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇.

4.2

The making of each Advance under this Addendum is subject to the fulfilment, in form and substance, and in a manner satisfactory to the Purchaser (or upon its waiver at the sole discretion of the Purchaser), no later than the day on which the Seller presents the Utilisation Request to the Purchaser (or by such other time as is specified herein or such shorter period deemed acceptable to the Purchaser), of the following conditions precedent:

(a)

The Purchaser shall have received a certificate issued by the Authorised Signatory of the Seller evidencing that, at the time of presenting the Utilisation Request, and after giving pro forma effect to such Advance, the Quarterly Set-Off Coverage Ratio is equal to or greater than the Minimum QSCR.

(b)

The Purchaser shall have received from the Seller the duly completed Utilisation Request;

(c)

The Purchaser shall have received a certificate issued by an Authorised Signatory of the Seller confirming that no Material Adverse Effect, in each case, shall have occurred, and continue to occur, nor shall occur after giving effect to such Advance;

(d)

The Repeating Representations and all representations and warranties made by the Seller under the Commercial Contract are true in all respects, or material respects provided that such representation is qualified by “materiality”, “Material Adverse Effect” or similar language, on the Utilisation Date; and

(e)

No Default is continuing or shall result from the proposed Utilisation, on the date of such Utilisation Request.

5

Utilisation

5.1

Delivery of Utilisation Request

5.2

Completion of the Utilisation Request

5.3

Currency, amount and proceeds of Advance

(a)

The currency specified in the Utilisation Request shall be US Dollars.

(b)

The amount specified in the Utilisation Request must not be under US$ 10,000,000.

(c)

The amount specified in the Utilisation Request must not exceed the Initial Commitment available for Utilisation at such date, subject to Clause 2.1, once the Outstanding Amount, if any, has been deducted.

(d)

The Commitment under this Addendum may be disbursed in up to five (5) Advances.

5.4

Cancellation of Commitment

(a)

An Exemption Event, in accordance with Clause 7.1(a);

(b)

An event in which it becomes unlawful for the Purchaser to perform any of the terms or obligations of this Addendum in accordance with Clause 7.2.

(c)

Any Event of Default set forth in Clause 18 (Events of Default), provided that such Event of Default has not been cured; and/or

(d)

A Change of Control, pursuant to Clause 7.3(b).

6

Reimbursement and Deductions

6.1

Deductions

(a)

The Seller shall reimburse each Advance by payment on each Settlement Date of the Monthly Set-Off Amount for each relevant Surcharge Period in accordance with this Clause 6.1 and Clause 6.2.

(b)

Subject to the provisions of this Addendum and subject to the Seller’s overriding obligation to reimburse the Outstanding Amount in full on or before the Maturity Date, the Purchaser shall (unless otherwise stated in this Addendum), in respect of each Surcharge Period, deduct an amount equivalent to the Monthly Set-Off Amount from the Final Invoice (as such term is defined in the Commercial Contract) (the “Commodity Price”) in respect of the relevant Commodity nominated or delivered during the relevant Surcharge Period. On such deduction by the Purchaser, the Outstanding Amount shall be correspondingly reduced.

(c)

If, in respect of any Surcharge Period:

(i)

The Commodity Price is greater than the Monthly Set-Off Amount, the Purchaser shall pay to the Seller an amount equal to the difference between the Commodity Price and the Monthly Set-Off Amount on the due date, and against presentation of relevant documents, as stipulated under the Commercial Contract.

(ii)

The Monthly Set-Off Amount is greater than the Commodity Price, the Seller shall pay to the Purchaser an amount equal to the difference between the Monthly Set-Off Amount and the Commodity Price within fifteen (15) days of the issuance by the Seller of the Final Invoice in respect of the Commodity delivered pursuant to the Commercial Contract during the relevant Surcharge Period, provided that the Purchaser may, in its sole and absolute discretion, agree, upon request by the Seller, to take delivery of such volume of the Commodities under the Commercial Contract as the Purchaser may elect to cover part of such Monthly Set-Off Amount that is payable under this Clause 6.1(c)(ii).

(d)

Without prejudice to Clauses 6.1(a) and 6.1(b), the deductions made by the Purchaser in accordance with Clause 6.1(b) shall be applied in the following order:

(i)

First, against unpaid fees, costs, claims, and expenses of the Purchaser in connection with the Transaction Documents;

(ii)

Second, against Default Interest, and accumulated arrears of Default Interest, if any;

(iii)

Third, towards reimbursement of that remaining portion of the applicable Monthly Set-Off Amount not reimbursed under paragraphs (i) and (ii) above in full;

(iv)

Lastly, towards reimbursement of any other sum due but unpaid by the Seller to the Purchaser under the Transaction Documents.

(e)

Notwithstanding Clause 6.1(b), the Purchaser is not obliged to deduct the Monthly Set-Off Amount from the Commodity Price in the event the Commodities delivered do not comply with the terms of the Commercial Contract and, for the avoidance of doubt, the Purchaser may choose not to deduct the Monthly Set-Off Amount from the Commodity Price if any Commodity does not meet the quality or specifications set forth in the Commercial Contract, in which case the Seller shall satisfy the Monthly Set-Off Amount through a cash payment on or before the due date for reimbursement or payment of such Monthly Set-Off Amount.

6.2

Reimbursement

(a)

The Seller shall satisfy each Monthly Set-Off Amount (primarily through delivery of the Commodities in accordance with the Commercial Contract, and corresponding deduction in accordance with Clause 6.1 or, if required, through a cash payment) no later than the applicable Settlement Date (except in relation to an amount payable pursuant to Clause 6.1(c)(ii), in which case such amounts shall be paid no later than the date specified in Clause 6.1(c)(ii)) and in any event the Outstanding Amount shall be reimbursed by the Seller in full on or prior to the Maturity Date.

(b)

Each Monthly Set-Off Amount shall be the minimum amount due and payable.

(c)

It is acknowledged and agreed by the Parties that the first discharge/deduction/reimbursement of Outstanding Advances, as set forth in this Addendum, shall only occur after the expiration of the Grace Period.

(d)

It is acknowledged and agreed by the Parties that upon the occurrence of an Exemption Event (as such term is defined in the Commercial Contract) in the terms provided under the Commercial Contract, the Seller shall not be obliged to the reimbursement of Monthly Set-Off Amounts during the first thirty (30) days of the occurrence of such event Exemption Event that is continuing. Upon the expiration of the period set forth in this Clause, the Seller shall continue to fulfill its obligation to reimburse the Monthly Set-

6.3

Mandatory Reimbursement

6.4

Effect of voluntary prepayment on scheduled reimbursements

6.5

Due Date

7

Exemption Event and Prepayment

7.1

Exemption Event

(a)

The Commitment of the Purchaser shall be immediately cancelled; and

(b)

The Seller shall reimburse or pay in cash each Monthly Set-Off Amount until the Outstanding Amount is paid in full, provided that the Commercial Contract remains in full force and effect. In the event the Purchaser notifies the Seller of its intention to terminate the Commercial Contract, in accordance with the terms and conditions set forth therein, the Obligors shall reimburse or pay to the Purchaser the Outstanding Amount within five (5) Business Days from such notification. For the avoidance of doubt, the Commercial Contract shall remain in full force and effect until the Outstanding Amount has been fully repaid, unless the Purchaser notifies the Seller otherwise

7.2

Illegality

(a)

The Commitment of the Purchaser shall be immediately cancelled;

(b)

The Seller shall immediately reimburse or pay the Outstanding Amount;

7.3

Change of Control

(a)

To the extent not prohibited from doing so by the terms of any contractual provisions relating to a Change of Control and/or by law or regulation, the Seller shall immediately notify the Purchaser of details of any new Controlling Person.

(b)

At any time after a Change of Control, upon the Purchaser’s first written demand (at its sole discretion), the Commitment of the Purchaser shall be immediately cancelled, and the Seller shall reimburse or pay the Outstanding Amount in cash within five (5) Business Days following the Purchaser’s written demand.

7.4

Voluntary prepayment

8

SURCHARGE

(a)

On each Settlement Date, the Seller shall pay the applicable Surcharge Amount.

(b)

If any Surcharge Amount cannot be determined pursuant to Clause 10, the Applicable Rate shall be the aggregate of: (i) ABR, and (ii) the Applicable Margin.

(c)

All Surcharge Amounts due hereunder shall be computed on the basis of a year of 360 days (or in the case of interest computed by reference to the ABR at times when the ABR is based on the Prime Rate, such interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year)), and in each case shall be payable for the actual number of days elapsed. All Surcharge Amounts hereunder on any Advance shall be computed on a daily basis upon the Outstanding Amount of such Advance, as of the applicable date of determination.

9

Default interest

10

INABILITY TO DETERMINE RATES; BENCHMARK REPLACEMENT

10.1

Inability to determine rates

(a)

If, as of any date, the Purchaser determines that the “Term SOFR” cannot be determined pursuant to the definition thereof; or

(b)

The Purchaser determines that for any reason in connection with any Monthly Set-Off Amount, the Term SOFR does not adequately and fairly reflect the cost to the Purchaser of making and maintaining such Outstanding Amount, the Purchaser will promptly, but in no event later than three (3) Business Days, notify the Seller. Upon notice thereof by the Purchaser to the Seller, any obligation of the Purchaser to make Advances shall be suspended until the Purchaser revokes such notice.

(c)

Upon receipt of such notice, (i) the Seller may revoke any Utilisation Request; and (ii) any reference made to “Term SOFR” will be deemed to have been converted into ABR for any affected Outstanding Amounts.

10.2

Benchmark Replacement Setting

(a)

Notwithstanding anything to the contrary herein or in any other Transaction Document, upon the occurrence of a Benchmark Transition Event, the Purchaser and the Seller may amend this Addendum to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Purchaser has provided notice of such proposed amendment to the Seller.

(b)

Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Purchaser will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Addendum or any other Transaction Document.

(c)

Notices; Standards for Decisions and Determinations. The Purchaser shall promptly notify the Seller of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Purchaser will notify the Seller of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to this Clause 10.2 and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Purchaser pursuant to this Clause 10.2, including any determination with respect to a tenor, rate or

(d)

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Transaction Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Purchaser in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Purchaser may modify the definition of “Surcharge Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to Clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Purchaser may modify the definition of “Surcharge Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

11

Effects of Voluntary Prepayment

11.1

Interest and other amounts

11.2

No re-advancing

11.3

Prepayment in accordance with Addendum

11.4

Effect of reimbursement and prepayment on Commitments

11.5

Commercial Contract

12

Fees

12.1

Transaction Fees and Expenses

13

Guarantee

13.1

Guarantee and indemnity

(a)

Guarantees to the Purchaser punctual performance by the Seller of all that Seller’s obligations under the Transaction Documents;

(b)

Undertakes to pay within two (2) Business Days following the demand by the Purchaser, any amount not paid by the Seller as if it was the principal obligor, whenever the Seller does not pay any amount when due under or in connection with any Transaction Document; and

(c)

Agrees with the Purchaser that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Purchaser within two (2) Business Days on demand against any cost, loss

13.2

Continuing guarantee

13.3

Reinstatement

13.4

Waiver of defences

(a)

Any time, waiver or consent granted to, or composition with, any Obligor or other Person;

(b)

The release of any Obligor or any other Person under the terms of any composition or arrangement with any creditor of any member of the Group;

(c)

The taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other Person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(d)

Any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other Person;

(e)

Any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Transaction Document or any other document or security including without limitation any change in the purpose of,

(f)

Any unenforceability, illegality or invalidity of any obligation of any Person under any Transaction Document or any other document or security; or

(g)

Any insolvency or similar proceedings.

13.5

Immediate recourse

13.6

Appropriations

(a)

Refrain from applying or enforcing any other moneys, security or rights held or received by the Purchaser (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Guarantor shall not be entitled to the benefit of the same; and

(b)

Hold in an interest-bearing suspense account any moneys received from the Guarantor or on account of the Guarantor’s liability under this Clause 13.

13.7

Deferral of Guarantor’s rights

(a)

To be indemnified by the Seller;

(b)

To claim any contribution from any other guarantor of the Seller’s obligations under the Transaction Documents;

(c)

To take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Purchaser under the Transaction Documents or of any other guarantee or security taken pursuant to, or in connection with, the Transaction Documents by the Purchaser;

(d)

To bring legal or other proceedings for an order requiring the Seller to make any payment, or perform any obligation, in respect of which the Guarantor has given a guarantee, undertaking or indemnity under Clause 13.1 (Guarantee and indemnity);

(e)

To exercise any right of set-off against the Seller; and/or

(f)

To claim or prove as a creditor of the Seller in competition with the Purchaser.

14

Representations & Warranties

14.1

General

14.2

Status

(a)

It is duly incorporated and validly existing under the laws of the jurisdiction of its formation.

(b)

It has no centre of main interests or permanent establishment outside the jurisdiction of its incorporation.

(c)

It has the power to own its assets and carry on its business as it is being conducted.

14.3

Binding obligations

(a)

Subject to the Legal Reservations, the obligations expressed to be assumed by it under the Transaction Documents are legal, valid, binding and enforceable obligations.

(b)

Each Transaction Document to which an Obligor is a party is in the proper form for its enforcement and admissibility in evidence in the jurisdiction of its incorporation.

14.4

Non-conflict with other obligations

(a)

Any Applicable Law;

(b)

Its constitutional documents; or

(c)

Any agreement or instrument binding upon it, in a manner that has or would reasonably be expected to have a Material Adverse Effect.

14.5

Power and authority

(a)

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Transaction Documents and the transactions contemplated by those documents.

(b)

No limit on its powers (including borrowing powers) will be exceeded as a result of the advancing or giving of guarantees or indemnities contemplated by the Transaction Documents.

14.6

Validity and admissibility in evidence

(a)

All Authorisations required:

(i)

To enable it to lawfully enter into, exercise its rights and comply with its obligations in the Transaction Documents;

(ii)

To make the Transaction Documents admissible in evidence in any relevant jurisdictions (including Colombia and Bermuda); and

(iii)

To carry on its business in the ordinary course and in all material respects as it is being conducted,

(b)

Each Obligor owns or possesses all licences, permits, franchises, authorisations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are material without known conflict with the rights of others.

(c)

No product of any Obligor infringes in any material respect any licence, permit, franchise, authorisation, patent, copyright, proprietary software, service mark, trademark, trade name or other right owned or used by any other Person.

(d)

There is no material violation by any Person of any right of any Obligor with respect to any patent, copyright, proprietary software, service mark, trademark, trade name or other right owned by the Obligors.

14.7

Compliance with laws

14.8

Insolvency

(a)

Corporate action, legal proceeding or other procedure or step described in Clause 18.7; or

(b)

Creditors’ process described in Clause 18.8,

14.9

No filing or stamp taxes

14.10

No Default

(a)

No Default is continuing or is reasonably likely to result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by, any Transaction Document.

(b)

No Event of Default is continuing or is reasonably likely to result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by, any Transaction Document.

(c)

No other event or circumstance is outstanding which constitutes a default or termination event (however described) under any other agreement or instrument, which is binding on any Obligor (or to which its assets are subject) and which has or would reasonably be expected to have a Material Adverse Effect.

14.11

No misleading information

(a)

All material information provided to the Purchaser by or on behalf of the Obligors (or any of them) in connection with this Addendum, the other Transaction Documents, the Commodities and/or LLA-34 on or before the date of this Addendum is accurate and not misleading in any material respect and all projections provided to the Purchaser on or before the date of this Addendum have been prepared in good faith on the basis of assumptions which were reasonable at the time at which they were prepared and supplied.

(b)

All other written information provided by an Obligor (including its advisers) to the Purchaser (including its advisers) was true, complete and accurate in all material respects as at the date it was provided and is not misleading in any respect.

14.12

No proceedings pending or threatened

14.13

No breach of laws

(a)

No breach, which has or would reasonably be expected to have a Material Adverse Effect, of any law or regulation by it has occurred.

(b)

No labour disputes are current or, to its best knowledge and belief, threatened against it which have or would reasonably be expected to have a Material Adverse Effect.

(c)

The Seller is authorised to produce and sell the Commodities for commercial purposes in accordance with its bylaws and the Applicable Laws.

14.14

Environmental laws

(a)

Each Obligor is in compliance with Clause 15.3 and, to the best of their knowledge after making all reasonable inquiries, no circumstances have occurred which would prevent such compliance in a manner or to an extent which has or would reasonably be expected to have a Material Adverse Effect.

(b)

No Environmental Claim which has or would reasonably be expected to have a Material Adverse Effect has been commenced or threatened against any Obligor.

(c)

All material consents, licences and approvals required under the Environmental Laws have been obtained and are currently in force, where failure to do so has or would reasonably be expected to have a Material Adverse Effect.

14.15

Taxation

(a)

It is not overdue in the filing of any Tax returns and it is not overdue in the payment of any amount in respect of Tax, which has or would reasonably be expected to have a Material Adverse Effect except to the extent such payment is being contested in good faith and adequate reserves are being maintained for those Taxes and the costs required to contest them;

(b)

No claims or investigations, which have or would reasonably be expected to have a Material Adverse Effect, are being, made or conducted against it with respect to Taxes save in respect of a payment which is being contested in good faith and adequate reserves are being maintained for such Taxes and the costs required to contest them; and

(c)

It is a resident for Tax purposes only on its jurisdiction of incorporation.

14.16

Pari passu ranking

14.17

Good title to assets

14.18

No immunity

14.19

Insurance

(a)

Outstanding insured loss or liability incurred by it which is not expected to be covered to the full extent of that loss or liability and which has or would reasonably be expected to have a Material Adverse Effect; and

(b)

Non-disclosure, misrepresentation or breach of any term of any insurance contract to which it is party which would entitle any insurer to repudiate, rescind or cancel it or to treat it as avoided in whole or in part or otherwise decline any valid claim under it by or on behalf of it, which has or would reasonably be expected to have a Material Adverse Effect.

14.20

Full disclosure

14.21

Sanctions

(a)

Each Obligor:

(i)

Is at all times in compliance with Sanctions that are applicable to it;

(ii)

Has not received notice of and is not aware of any claim, action, suit, proceeding or investigation against it with respect to any Sanctions; and

(iii)

Has implemented and maintains in effect policies and procedures reasonably designed to ensure, in relation to its business activities, compliance by such Obligor, its Subsidiaries and their respective directors, officers and employees with such Sanctions as are applicable to it in respect of each such business activity.

(b)

Neither it, or any of its or their respective directors or officers, or, any of its employees is (i) a Restricted Party or (ii) 50% or more owned or controlled by, a Restricted Party.

14.22

Anti-Bribery and Corruption and Anti-Money Laundering

(a)

It and each of its Affiliates has implemented and maintains adequate internal procedures designed to ensure that neither it, nor its directors, officers, or employees shall authorise the receiving, giving or offering of any financial or other advantage with the intention of inducing or rewarding an individual or entity to improperly perform an activity undertaken in the course of an individual’s employment or connected to an entity’s business activities (“Anti-Corruption Controls”); and

(b)

In connection with the performance of the Transaction Documents, it and each of its Affiliates has not paid, received or authorised, and it will not pay, receive or authorize, any financial or other advantage or the offering thereof, to or for the benefit of any public official, civil servant, political party, political party official, candidate for office, or any other public or private individual or entity (including to any Purchaser, its Affiliates, officers, directors and employees), where such payment, receipt or authorisation would violate the Anti-Bribery Laws; and

(c)

It and each of its Subsidiaries has instituted and maintains reasonable and relevant policies and procedures designed to promote and achieve in relation to its business activities, compliance with Anti-Bribery Laws which are applicable to it in respect of each such business activity.

14.23

Underlying transaction

14.24

Times when representations made

(a)

All of the representations and warranties in this Clause 14 are made by the Seller as to itself and the Guarantor on the Execution Date and the Repeating Representations are repeated on each Utilisation Date and whenever the Seller requests any waiver to any of the undertakings set forth under this Addendum.

(b)

Each representation or warranty deemed to be made after the date of this Addendum shall, unless otherwise indicated, be deemed to be made by reference to the facts and

(c)

Notwithstanding paragraph (a) above, Clause 14.10(a) shall be deemed to be made on the Execution Date and on the date of the first Utilisation under this Addendum.

15

Undertakings

15.1

Authorisations

(a)

Enable it to perform its obligations under the Transaction Documents;

(b)

Ensure the legality, validity, enforceability or admissibility in evidence of the Transaction Documents; and

(c)

Carry on its business where a failure to do so has or would reasonably be expected to have a Material Adverse Effect.

15.2

Compliance

(a)

Each Obligor shall comply, in all respects, with all Applicable Laws and regulations to which it is subject, and to every contract such Obligor is party to, if failure so to comply has or would reasonably be expected to have a Material Adverse Effect.

(b)

Each Obligor shall comply with each and every provision of the Transaction Documents to which it is a party or guarantor.

15.3

Environmental compliance

(a)

Comply with all Environmental Laws which are necessary for the Seller to perform its obligations under the Transaction Documents, and which failure to comply would reasonably be expected to have a Material Adverse Effect;

(b)

Obtain, maintain and ensure compliance with all requisite and material Environmental Permits required for the performance of the Seller’s obligations under the Transaction Documents; and

(c)

Implement procedures to monitor compliance with and to prevent liability under any Environmental Law.

15.4

Material Contracts and Licences

(a)

Each Obligor shall comply in all material respects with each Material Contract and License to which it is a party, where it is commercially reasonable to do so.

(b)

Each Obligor shall use its best efforts to preserve and enforce its rights and pursue any claims and remedies arising under any of the Material Contracts and Licenses.

(c)

Each Obligor shall obtain, maintain and ensure compliance with all requisite Material Contracts and Licenses required for the performance of the Obligor’s obligations under the Transaction Documents.

15.5

Environmental claims

(a)

Any Environmental Claim which is current or pending against any Obligor and which would reasonably be expected to have a Material Adverse Effect; and

(b)

Any facts or circumstances which are likely to result in any Environmental Claim, which would reasonably be expected to have a Material Adverse Effect.

15.6

Assets

(a)

Each Obligor shall maintain in good working order and condition (ordinary wear and tear excepted) all of its assets necessary in the conduct of its business except where failure to do so would not have, or be reasonably likely to have, a Material Adverse Effect.

15.7

Pari passu ranking

15.8

Change of business

15.9

Use of proceeds

15.10

Negative Pledge

(a)

Except for the Permitted Security, the Seller shall not create, or permit to exist, any Security over, or affecting, the Transaction Documents or Commodities being produced, stored, or delivered on account of the Commercial Contract (or any part thereof).

(b)

Except for Permitted Security, the Seller shall not create, or permit to exist, any Security over, or in respect of, the crude oil (or any blend of crude oil) comprising any part or all of the crude oil production entitlement of the Seller which is produced from LLA-34, excluding any such volumes of crude oil which are not allocated for delivery under the Commercial Contract.

(c)

In the event of any breach of the Transaction Documents (as a result of the Seller’s failure to deliver the Commodities), it shall not, and shall ensure that none of its Affiliates shall, enter into new supply or export contracts providing for supply of the Commodities to third parties.

15.11

Insurance

(a)

The Seller shall maintain with reputable insurers such insurance in respect of its assets and business as are mandatorily required by all Applicable Laws and as would otherwise normally be maintained by a prudent company carrying on a business substantially similar to its business in a similar jurisdiction of the Seller.

(b)

Upon request by the Purchaser to the Seller, the Seller shall provide to the Purchaser a certificate confirming that the applicable insurance policy has been renewed, is in full force and effect and that all insurance premiums have been paid and are up to date.

15.12

Further assurance

15.13

Visitation right

15.14

No Sanctions

(a)

Each Obligor shall comply in all respects with Sanctions that are applicable to it, including in respect of each business activity.

(b)

Each Obligor shall not use any Advances for the purpose of financing or making funds available to any Person or entity which is a Restricted Party or listed on a Sanctions List or located in a Sanctioned Country, if and to the extent such Advances or provision of funds would be prohibited by applicable Sanctions or would otherwise cause the Purchaser to be in breach of Sanctions applicable to the Purchaser.

(c)

Each Obligor shall not use any funds identified as derived directly from any activity or dealing with any Person or entity which is a Restricted Party or listed on a Sanctions List or located in a Sanctioned Country, for the purpose of discharging amounts owing to the Purchaser in respect of the Transaction Documents to the extent such provision of funds would cause the Purchaser to be in breach of Sanctions applicable to the Purchaser.

15.15

Anti-Bribery and Corruption and Anti-Money Laundering

16

COVERAGE RATIOS

16.1

Coverage Ratio Requirements

(a)

Quarterly Set Off Coverage Ratio: It is acknowledged and agreed by the Seller that, at all times from the Execution Date through and including the Maturity Date, the Quarterly Set-Off Coverage Ratio shall be at least equal to the Minimum QSCR.

(b)

If at any time (i) the Quarterly Set Off Coverage Ratio is less than the relevant Minimum QSCR applicable to it (a “Coverage Ratio Shortfall Event”), or (ii) the value of a monthly delivery under the Commercial Contract does not meet the Monthly Set-Off Amount, the Purchaser shall notify the Seller and the Seller shall perform the following actions to cure the Coverage Ratio Shortfall Event or meet the Monthly Set-Off Amount:

(A)

execute such amendments to the Commercial Contract as are required by the Purchaser (in its sole discretion) to increase the volume of Commodity to be delivered under the Commercial Contract and/or extend the tenor of the Commercial Contract to at least match the delivery of such increased volumes of Commodity under the Commercial Contract; and/ or

(B)

if such additional volume of Commodity is not available, arrange for the transfer of monies in freely and readily available funds to the Purchaser;

17

Information Undertakings

17.1

Financial statements and other information

(a)

One hundred and twenty (120) days after the end of each of its financial years, an audited annual third-party reserve report prepared by a reputable independent firm specializing in petroleum reservoir evaluation and economic analysis on the reserves remaining in any oil & gas producing assets in which GeoPark has a working interest.

(b)

One hundred and twenty (120) days after the end of each of its fiscal years, the audited consolidated financial statements for that financial year of GeoPark (the “Annual Financial Statements”); and

(c)

Sixty (60) days after the end of each of its fiscal quarters, the unaudited financial statements for that financial quarter of GeoPark (the “Quarterly Financial Statements”).

17.2

Provision and contents of Compliance Certificate

(a)

The Guarantor shall supply a Compliance Certificate to the Purchaser:

(i)

On each Utilisation Date and with the delivery of each set of Annual Financial Statements and each set of Quarterly Financial Statements, except for Clause 17.1(a) which will only be provided upon the release of Annual Financial Statements;

(ii)

Immediately after the occurrence of an Exemption Event; and

(iii)

Immediately upon being made aware of any events related to the Material Contracts and Licenses as described in Clause 18.14.

(b)

Each Compliance Certificate shall, amongst other things, set out (in reasonable detail) computations as to compliance with Clause 16.1 (Coverage Ratio Requirements). Notwithstanding the foregoing, the Guarantor shall deliver to the Purchaser, on the last day of each fiscal quarter following the Execution Date, and as long as there are any Outstanding Amounts pursuant to this Addendum, the Compliance Certificate evidencing that, as of the date thereto, the Quarterly Set Off Coverage Ratio is equal to or greater than the Minimum QSCR.

(c)

Each Compliance Certificate shall be duly signed by an Authorised Signatory of the Guarantor.

17.3

Requirements as to financial statements

(a)

The Guarantor shall procure that the Financial Statements include a balance sheet, profit and loss account and cash flow statement.

(b)

Each set of Financial Statements delivered pursuant to Clause 17.1:

(i)

Shall be certified by an Authorised Signatory of the Guarantor as giving a true and fair view (in respect of audited financial statements) or, in other cases, as giving a fair presentation of (in the case of unaudited financial statements), GeoPark’s financial condition and results of operations as of the date on which such Financial Statements were prepared. If the Purchaser so requests, the Financial Statements shall be accompanied by a letter from the Guarantor’s auditors addressed to the Guarantor’s management, which letter shall be attached to such Financial Statements; and

(ii)

Shall be prepared in accordance with the relevant Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the relevant Original Financial Statements, unless, in relation to any set of Financial Statements, the Guarantor notifies the Purchaser that there has been a material change in the Accounting Principles and delivers to the Purchaser a description of any change necessary for those Financial Statements to reflect the Accounting Principles.

(c)

Any reference in this Addendum to any Financial Statements shall be construed as a reference to those Financial Statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

17.4

Year-end

17.5

Information: miscellaneous

(a)

Promptly upon becoming aware of them, but in no event later than three (3) Business Days, the details of any material litigation, arbitration or administrative proceedings which are current or pending against it, which has or would reasonably be expected to have a Material Adverse Effect;

(b)

Promptly, but in no event later than three (3) Business Days, such information as the Purchaser may require regarding any assets secured in favour of the Purchaser or the compliance by any Obligor with the terms of any Transaction Document;

(c)

Promptly, but in no event later than three (3) Business Days, upon the occurrence of an Exemption Event in respect of LLA-34 or the Commercial Contract or any other event which causes or is likely to cause a suspension of production of crude oil from LLA-34 and that prevents the Seller from the adequate performance of its obligations under this Addendum; and

(d)

Details of any adverse change in the terms of any insurance contract to which the Seller is party, or of any material claim under any such insurance.

17.6

Notification of Default

(a)

The Seller shall notify the Purchaser of any Default (and the steps, if any, being taken to remedy it) promptly, but in no event later than three (3) Business Days, upon becoming aware of its occurrence.

(b)

Promptly, but in no event later than three (3) Business Days, upon a request by the Purchaser, the Seller shall supply to the Purchaser a certificate signed by an Authorised Signatory certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

17.7

Other reporting and access for Purchaser’s technical team

(a)

Upon termination of the Availability Period, within the first sixty (60) days of each financial year, the Purchaser shall have received from the Seller an updated Financial Model.

(b)

The Seller shall promptly provide to the Purchaser all such reports and all such information relating to the Transaction Documents and business, financial conditions of each Obligor as the Purchaser may reasonably request.

18

Events of Default

18.1

Non-payment

18.2

Coverage Ratios

(a)

Subject to the operation of Clause 16.1(b), GeoPark does not comply with any provision of Clause 16.1(a).

(b)

The Guarantor fails to comply with any provision of Clause 17.1 (Financial statements) or Clause 17.2 (Provision and contents of Compliance Certificate), unless such failure to comply is remedied within ten (10) Business Days from the earlier of the date the Seller has become aware of that non-compliance and the date notice of that non-compliance has been given by the Purchaser to the Seller.

18.3

Undertakings

18.4

Misrepresentation

18.5

Cross default

(a)

Any Financial Indebtedness of GeoPark is not paid when due and payable (whether at maturity, by acceleration or otherwise), any principal, premium, or interest on any Financial Indebtedness and any such failure(s) to pay shall in the aggregate exceed U.S.$40,000,000; or

(b)

Any maturity of any such Financial Indebtedness exceeding US$40,000,000 in the aggregate shall, in whole or in part, have been accelerated, or any such Financial Indebtedness shall, in whole or in part, have been required to be prepaid prior to the stated maturity thereof in accordance with the terms of any agreement or instrument evidencing, providing for the creation of, or concerning, such Financial Indebtedness.

18.6

Insolvency

(a)

To the extent permitted under Applicable Laws, the Seller or the Guarantor are unable to, or admit inability to, pay its debts as they fall due or is deemed to or declared to be

(b)

A moratorium is declared in respect of any indebtedness of the Seller or the Guarantor. If a moratorium occurs, the ending of the moratorium will remedy any Event of Default caused by that moratorium with effect from the ending of moratorium, provided that the rights of the Purchaser under the Transaction Documents do not continue to be prejudiced by the ending of such moratorium.

(c)

The Seller or the Guarantor terminates its existence or dissolves.

18.7

Insolvency proceedings

(a)

The suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Seller or the Guarantor, save in respect of a solvent reorganisation;

(b)

A composition, compromise, assignment or arrangement with any creditor of the Seller or the Guarantor;

(c)

The appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of the Seller or the Guarantor or any of their respective assets; or

(d)

Enforcement of any Security over any assets of the Seller or the Guarantor; or

(e)

Any analogous procedure or step is taken in any jurisdiction;

18.8

Creditors’ process

18.9

Unlawfulness and invalidity

(a)

It is or becomes unlawful for the Seller or the Guarantor to perform any of its obligations under the Transaction Documents.

(b)

Subject to the Legal Reservations, any material obligation or obligations of the Seller or the Guarantor under the Transaction Documents are not or cease to be legal, valid, binding or enforceable.

(c)

Any Transaction Document ceases to be in full force and effect or is alleged by a party to it (other than the Purchaser) to be ineffective.

18.10

Expropriation

18.11

Sanctions, Anti-Bribery and Corruption and Anti-Money Laundering

18.12

Transaction Documents

(a)

The Seller or the Guarantor rescind, or purport in writing to rescind, or repudiate or, purport to repudiate, any Transaction Document to which it is a party or evidences an intention to rescind (with such intention evidenced in writing) or repudiate any Transaction Document to which it is a party.

(b)

Any Transaction Document is terminated for any reason prior to the Maturity Date.

18.13

Litigation

(a)

in relation to any Transaction Document, which have or would reasonably be expected to have a Material Adverse Effect; or

(b)

in relation to any transaction contemplated in the Transaction Documents, against the Seller or the Guarantor which have or would reasonably be expected to have a Material Adverse Effect.

18.14

Material Contracts and Licenses

(a)

Any of the Material Contracts and Licenses is terminated, cancelled, suspended or revoked or otherwise ceases to be valid, binding and enforceable and in full force and effect (whether wholly or in part) or it is or becomes unlawful for any Person or entity

(b)

Any restrictions or conditions are imposed on any of the Material Contracts and Licenses that may cause a Material Adverse Effect.

(c)

Any of the Material Contracts and Licenses expires and is not renewed on substantially the same (or more beneficial to the Seller) terms, and such expiry or non-renewal has or would reasonably be expected to have a Material Adverse Effect.

(d)

No Event of Default will occur under this Clause 18.14 (Material Contracts and Licenses) if such Material Contracts and License is replaced by a new Material Contracts and License (which shall also be a Material Contracts and License for the purposes of the Transaction Documents) in all material respects similar to the Material Contracts and License which was cancelled, suspended, materially amended (in an adverse manner), revoked or terminated within fifteen (15) Business Days after the earlier of the Purchaser giving notice to the Seller or the Guarantor and the Seller or the Guarantor becoming aware of such circumstances.

18.15

Rights

(a)

by notice to the Seller declare that all or part of the Outstanding Amount be immediately due and payable in cash, at which time they shall become immediately due and payable in cash;

(b)

by notice to the Seller declare that all or part of the Outstanding Amount be payable on demand in cash, at which time they shall immediately become payable on Purchaser’s demand in cash;

(c)

by notice to the Seller request any volume of the Commodities to be delivered under the Commercial Contract be made available as soon as available; and/or

(d)

exercise any or all of its rights, remedies, powers or discretions under the Transaction Documents.

19

Termination of the Commercial Contract

20

Payment Mechanics

20.1

Payments to the Purchaser

20.2

Partial payments or deliveries

(a)

Notwithstanding Clause 6.1(b), if the Purchaser receives a reimbursement or delivery for application against amounts due in respect of the Transaction Documents that is insufficient to discharge all the amounts then due and payable by the Seller under those documents, the Purchaser shall apply that payment towards the obligations of the Seller in the order as provided in Clause 6.1(d).

(b)

Clause 20.2(a) will override any appropriation made by the Seller.

20.3

No set-off by the Seller

20.4

Business Days

20.5

Currency of account

(a)

US$ is the currency of account and payment for any sum due from the Seller under this Addendum.

(b)

Each Surcharge Amount shall be paid in the currency in such Surcharge Amount is being accrued.

(c)

Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(d)

Any amount expressed to be payable in a currency other than US$ shall be paid in that other currency.

21

DISCLOSURE and confidentiality

21.1

Confidentiality

(a)

Subject to Clause 21.2, each Party shall treat as strictly confidential and not disclose or use any information received or obtained as a result of entering into or performing this Addendum which relates to:

(i)

The subject matter and provisions of this Addendum or any of the Transaction Documents;

(ii)

The negotiations relating to this Addendum and any other Transaction Document;

(iii)

The other Parties (including any other members of Seller’s Group or any members of Purchaser’s Group (as the case may be)).

21.2

Disclosure Permitted

(a)

A Party may disclose information which would otherwise be confidential if and to the extent disclosure is:

(i)

Required by the Applicable Law of any relevant jurisdiction or for the purpose of any judicial or arbitral proceedings arising out of this Addendum or any Transaction Document;

(ii)

Made in a public announcement, circular or communication (each an “Announcement”) concerning the existence or content of this Addendum by any Party (including for these purposes any members of Seller’s Group or any members of Purchaser’s Group, respectively) if, and to the extent that, the Announcement in the opinion of the disclosing Party (acting reasonably), is required to be made by Applicable Laws or pursuant to the rules and/or regulations of any Governmental Agency to which the Party (or the relevant member of Seller’s Group or Purchaser’s Group, as the case may be) making the Announcement is subject, whether or not any of the same has the force of law, provided that any Announcement shall, so far as is practicable, be made after consultation with the other Party in respect of the timing and content of such Announcement;

(iii)

Required by contractual obligations existing as of the date of this Addendum (including the terms of this Addendum);

(iv)

Made by the Seller to any member of the Seller’s Group or Purchaser to any members of Purchaser’s Group provided that Seller or Purchaser, as the case may be, procure that such members comply with the provisions of Clause 21.1 in respect of such information as if they were a Party to this Addendum;

(v)

Made by the Purchaser in relation to obtaining or seeking to obtain any financing or refinancing of, or related to, this Addendum;

(vi)

Required, in the opinion of the Party making the disclosure, acting reasonably, by a Governmental Agency to which that Party is subject, whether or not such requirement has the force of law;

(vii)

Made to the professional advisors, auditors or bankers of any Party where such Persons need to know the same in order to carry out their duties or functions provided that the Seller or Purchaser, as the case may be, procure that such Persons undertake to comply with the provisions of Clause 21.1 in respect of such information as if they were a Party to this Addendum;

(viii)

Required for the purpose of any arbitral or judicial proceedings arising out of this Addendum;

(ix)

Made public through no fault of that Party; and/or

(x)

Made with the prior written approval of the other Parties.

22

Set-Off

22.1

Set-off

23

Notices

23.1

Communications in writing

23.2

Addresses

23.3

Delivery

(a)

Subject to Clause 23.3(c), any communication or document made or delivered by one Person to another under or in connection with this Addendum will only be effective:

(i)

If by personal hand delivery, if left at the address set out in Clause 23.2 before 5pm on a Business Day the day when left, and otherwise on the next Business Day;

(ii)

If by way of email, on receipt of an automated delivery receipt or confirmation of receipt from the relevant server if before 5pm on a Business Day and otherwise on the next Business Day;

(iii)

If by way of ordinary first class pre-paid post or post or prepaid recorded or special delivery, where the addressee is in the same country as that from which the notice is sent, two (2) Business Days after posting; or

(iv)

If by way of ordinary pre-paid airmail or prepaid recorded or special delivery (or the nearest local equivalent in the jurisdiction of the sender), where the addressee is in one country and the notice is sent from another, six (6) Business Days after posting.

(b)

And, if a particular department or officer is specified as part of its address details provided under Clause 23.2, if addressed to that department or officer.

(c)

Any communication or document to be made or delivered to the Purchaser will be effective only when actually received by the Purchaser and then only if it is expressly marked for the attention of the department or officer identified for the Purchaser’s in Clause 23.2 (or any substitute department or officer as the Purchaser shall specify for this purpose).

23.4

English language

(a)

Any notice given under or in connection with the Transaction Documents must be in English, except for the Promissory Note.

(b)

All other documents provided under or in connection with the Transaction Documents:

(i)

In English; or

(ii)

If not in English, and if so, required by the Purchaser, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

24

Calculations and Certificates

24.1

Accounts

24.2

Certificates and determinations

25

Partial Invalidity

26

PROMISSORY NOTE

27

Remedies and Waivers

28

Counterparts

29

Changes to Parties

29.1

Assignments and transfers

(a)

Subject to paragraphs (b) below, neither the Purchaser nor any Obligor may assign any of its rights or transfer by novation any of its rights and obligations under any Transaction Document without the consent of the other.

(b)

For avoidance of doubt, Purchaser may assign the entirety or any part of its rights (but not its obligations) under any Transaction Document in conjunction with its financing arrangements by way of security without the prior consent of any Obligor. Each Obligor shall promptly acknowledge each such assignment upon request and in such form as reasonably requested by the Purchaser.

30

Governing Law

31

Dispute Resolution and Jurisdiction

31.1

Arbitration

(a)

Any dispute arising out of or in connection with this Addendum, except for any payment obligations of the Parties breached under this Addendum, including any question regarding its existence, validity or termination or any non-contractual obligation arising out of or in connection with this Addendum (a “Dispute”), shall be referred to and finally resolved by arbitration under the rules of the International Court of Arbitration (ICC Rules), which are deemed to be incorporated by reference to this Clause.

(b)

The number of arbitrators shall be three (3), Purchaser shall appoint one (1) arbitrator and the Seller shall (collectively) appoint one (1) arbitrator. The two (2) arbitrators nominated by or on behalf of Seller and Purchaser together shall provide a list identifying five (5) candidates that the two (2) arbitrators recommend Seller and Purchaser consider appointing to be the third arbitrator, who shall act as chairperson of the tribunal. If ▇▇▇▇▇▇ and Purchaser do not agree on the third arbitrator within fourteen (14) days of receiving the list of recommendations, then the third arbitrator, who shall act as chairperson, shall be appointed by the International Court of Arbitration. If Seller or Purchaser fail to appoint an arbitrator within thirty (30) days of receiving notice of the appointment of an arbitrator by the other Party, such arbitrator shall be appointed by the International Court of Arbitration.

(c)

The arbitrators shall have experience of commodities trading.

(d)

The seat or legal place of arbitration shall be in New York.

(e)

The language to be used in the arbitral proceedings shall be English.

(f)

The tribunal’s award shall be issued in law and shall be final and binding on the Parties.

(g)

The Parties further agree to keep confidential all information related to the arbitration proceedings and the award, except to the extent necessary for the enforcement or implementation thereof.

(h)

This dispute resolution clause shall survive the termination or expiration of this Addendum and shall remain in full force and effect.

(i)

The Parties agree to keep confidential the existence of the arbitration, the arbitral proceedings, the submissions made by the Parties and the decisions made by the arbitral tribunal, including its awards, except as required by Applicable Law and to the extent not already in the public domain.

32

Waiver of Immunity

(a)

in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all available tenors of such Benchmark (or such component thereof); or

(b)

in the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any available tenor of such Benchmark (or such component thereof) continues to be provided on such date.

(a)

a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all available tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any available tenor of such Benchmark (or such component thereof);

(b)

a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all available tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any available tenor of such Benchmark (or such component thereof); or

(c)

a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all available tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

(a)

in respect of the Guarantor, in the event the guarantor is unlisted, any Person or group of persons acting in concert, other than a Permitted Holder, gains direct or indirect Control of the Guarantor; and

(b)

in respect of the Seller, the Guarantor ceases to Control, directly or indirectly, the Seller.

(a)

air (including, without limitation, air within natural or man-made structures, whether above or below ground);

(b)

water (including, without limitation, territorial, coastal and inland waters, water under or within land and water in drains and sewers); and

(c)

land (including, without limitation, land under water).

(a)

the pollution or protection of the Environment;

(b)

harm to or the protection of human health; or

(c)

any emission or substance capable of causing harm to any living organism or the Environment.

(a)

monies borrowed and debit balances at banks or other financial institutions;

(b)

any amount raised by acceptance under any acceptance of credit or bill discounting facility (or dematerialised equivalent);

(c)

the amount of any liability in respect of any finance or capital lease;

(d)

receivables sold or discounted;

(e)

any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability of a third party which liability would fall within one of the other paragraphs of this definition;

(f)

any amount raised by the issue of shares which are redeemable before the Maturity Date or are otherwise classified as borrowings under the relevant accounting principles;

(g)

any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 60 days after the date of supply; and

(h)

any amount raised under any other transaction (including any bonds currently outstanding, any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing.

(a)

the contracts, licenses, concessions and any other authorization required for the lawful exploitation, development or operation of LLA-34 or the production, transportation or sale of hydrocarbons from LLA-34; and

(b)

Environmental Permits.

(a)

if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; and

(b)

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month.

(a)

any Security created by the Seller in favour of the Purchaser pursuant to the Transaction Documents;

(b)

any Security incorporated by the Seller or the Guarantor prior to the execution of any of the Transaction Documents;

(c)

any Lien arising by operation of any Applicable Law and in the ordinary course of trade and not as a result of any default or omission by the Seller;

(d)

any Security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to the Seller in the ordinary course of trading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by the Seller or any other Person; and

(e)

any Security to which the Purchaser has provided its prior consent.

(a)

the aggregate, as per the Financial Model, of (i) the revenues less operating and production costs, G&A and G&G costs and maintenance capital expenditures of GeoPark for the immediately following three month period commencing on the applicable Quarterly Calculation Date (and excluding any growth capital expenditures); and (ii) the expected realized income or loss from ▇▇▇▇▇▇ of GeoPark for each of the immediately following three month period commencing on the applicable Quarterly Calculation Date; and

(b)

the aggregate, as per the Financial Model, of all the estimated Monthly Set-Off Amounts payable under this Addendum and any debt service of GeoPark (other than Inter-Company Loans) expected to become due and payable for each of the next three Surcharge Periods commencing on the applicable Quarterly Calculation Date,

(a)

the US government and administered by OFAC;

(b)

the United Nations Security Council;

(c)

the European Union;

(d)

a member state of the European Union; or

(e)

the State Secretariat for Economic Affairs of Switzerland,

(f)

the Government of Colombia,

(g)

each such list and authority as amended, supplemented, or substituted from time to time.

(a)

which is controlled, directly or indirectly by the first-mentioned company or corporation; or

(b)

more than half the issued share capital of which is beneficially owned, directly or indirectly, by the first-mentioned company or corporation; or

(c)

which is a subsidiary of another subsidiary of the first mentioned company or corporation;

(d)

and, for these purposes, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

1.

Attached hereto as Annex A are true, correct, and complete copies of the document of incorporation of the Seller, including its amendments, together with the most recent certificate of existence and legal representation of the Seller.

2.

[Attached hereto as Annex B are true, correct and complete copies of the resolutions duly adopted by its [board of directors/shareholders]²: (a) approving the terms of, and the transactions contemplated by, the Transaction Documents to which the Seller is a party and authorizing the execution, delivery and performance of the Transaction Document to which the Seller is a party; and (2) authorising an Authorised Signatory to execute the Transaction Documents to which the Seller is a party and to sign and deliver any certificates and other documents in connection with the Transaction Documents on its behalf]³.

3.

Attached hereto as Annex A are true, correct, and complete copies of: (a) the certificate of incorporation of the Guarantor; (2) the by-laws of the Guarantor.

4.

[Attached hereto as Annex B are true, correct and complete copies of the resolutions duly adopted by its [board of directors/shareholders]⁴: (a) approving the terms of, and the transactions contemplated by, the Transaction Documents to which the Guarantor is a party; and (2) authorising an Authorised Signatory of the Guarantor to execute the Transaction Documents to which the Guarantor is a party]⁵.

1.

[The Guarantor has delivered the audited annual third-party reserve report required under Clause 17.1 (a) of the Prepayment Addendum, prepared by [insert name of reputable independent firm] on the reserves remaining in any oil & gas producing assets in which GeoPark has a working interest.

⁶

Note to the form: Adjust as applicable.

2.

The Guarantor has delivered the Annual Financial Statements of GeoPark for [insert financial year], required under Clause 17.1 (b) of the Prepayment Addendum.]

1.

[The Guarantor has delivered the Quarterly Financial Statements of GeoPark for [insert financial quarter] required under Clause 17.1 (c) of the Prepayment Addendum.]

1.1.

La suma de___________________________________________________ dólares de los Estados Unidos de América (USD$______________________), por concepto de capital pendiente de pago (“(I) Valor de Capital”); más

1.2.

La suma de______________________________________________________ dólares de los Estados Unidos de América (USD$______________________), por concepto de intereses remuneratorios causados y pendientes de pago (“(II) Valor de Intereses Remuneratorios”); más

1.3.

La suma de ____________________________________________________ dólares de los Estados Unidos de América (USD$______________________), por concepto de otros costos, gastos, comisiones y montos, causados y pendientes de pago, (“(III) Valor Otros Montos”); más

1.4.

La suma de___________________________________________________ dólares de los Estados Unidos de América (USD$______________________), por concepto de intereses moratorios causados y pendientes de pago (“(IV) Valor de Intereses Moratorios”); y

1.5.

La fecha de vencimiento de este ▇▇▇▇▇▇ ▇▇ ____________________ (la “(V) Fecha de Vencimiento”).