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**SECTION 2. PURCHASE OF STOCKS**2.1. Purchase of Stocks. (a) The Seller does hereby irrevocably and free of anyencumbrance sell, assign and transfer to the Purchaser and the Purchaser firmly and irrevocablypurchases and acquires from the Seller at the Purchase Price the following Stocks with the rightsinherent to them: (i) 192,000 Stocks, €1 (One Euro) par value each, numbered from 288,001 to480,000, both inclusive, completely subscribed and paid-in; and (ii) 120,821 Stocks, €1 (One Euro)par value each, numbered from 661,233 to 782,053, both inclusive, created due to a capital increasedated December 11, 2007 recorded in notarial instrument by the Notary Public of Madrid Mr. IgnacioRamos Covarrubias, under protocol order number 6,687 (hereinafter, the “Deed of CapitalIncrease”), which Deed of Capital Increase was filed before the Registry of Commerce of Madridbut its registration is still pending. The Parties hereto agree or, as the case may be, mutuallyauthorize themselves so that any of them may appear before a Spanish Notary Public to initiate aproceeding in the notarized document of the present Stock Purchase or official declaration statingthat the Deed of Capital Increase was registered. Stocks abovementioned in (i) and (ii) shall behereinafter referred to as “Transferred Stocks”.(b) Along with, or as a consequence of the transfer of the Transferred Stocks, the Sellerassigns and transfers to the Purchaser: (i) any and all rights of the Seller to capitalize39.9999974% (thirty nine point nine nine nine nine nine seven four percent) of the additionalpaid-in capital paid to PVIE as at the Execution Date; (ii) 39.9999974% (thirty nine point ninenine nine nine nine seven four percent) of every right of the Seller to any cash dividend unpaidand declared by PVIE before the Execution Date (if necessary, PESA commits itself to notify PVIE inwriting about said assignment); (iii) 39.9999974% (thirty nine point nine nine nine nine nine sevenfour percent) of every right of the Seller to receive new Stocks from PVIE corresponding tosubscriptions offered by PVIE before the Execution Date that have not been subscribed up to thatdate; (iv) 39.9999974% (thirty nine point nine nine nine nine nine seven four percent) of everyright of the Seller to subscribe new Stocks of PVIE after the Execution Date as a result ofcapitalizations of PESA credits with PVIE (if necessary, PESA commits itself to notify PVIE inwriting about said assignment) or reservations or any other reason; and (v) 39.9999974% (thirtynine point nine nine nine nine nine seven four percent) of any other distribution declared by PVIEthat has not been distributed as at the Execution Date.2.2. Purchase Price. (a) The Purchase Price of Transferred Stocks as well as the otherrights abovementioned in **Clause 2.****1(b)****,**net and free of any withholding or Tax, fee andcontribution that may encumber the purchase of Transferred Stocks, established as at September 30,2007, is US$ 423,300,000 (American Dollars four hundred twenty three million and three hundredthousand), subject to any adjustment as provided in **Annex 2.2**of the present Agreement(hereinafter, the “Purchase Price”).(b) The Purchase price shall be increased by the amount of the interests that should becalculated to the Interest Rate Agreed over said amount for the period ranging as from September30, 2007 (inclusive) and the Closing Date (exclusive).(c) The Purchase Price that the Purchaser shall pay the Seller on the Payment Date of thePrice through wire transfer to the account No. XXXXXXXX, ABA XXXXXXXXX, Swift CITIUS33, BeneficiaryPetrobras Energía S.A. opened in Citibank New York or any other account that the Seller mayindicate by writing to the Purchaser at least ten (10) working days in advance of the Payment Dateof the Price. Any possible banking fee and expense related to the wire transfer and deposit of thePurchase Price to the Seller account shall be paid by the Purchaser.(d) Except as stated in the abovementioned paragraph and what may be otherwise provided for inthe present Agreement, every transaction cost, including transfer and registration taxes andrelated ones shall be paid by the Party incurring in the expense.(e) Once the funds have been credited in the account abovementioned in **Clause 2.2(c)**, theSeller will issue a receipt confirming that the Purchaser duly paid the Purchase Price.
 
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**SECTION 3. DECLARATIONS AND WARRANTIES OF THE SELLER.**As at the Execution Date, the Seller hereby declares and warrants the Purchaser the following:3.1 Constitution and Effectiveness. (a) To the best knowledge and belief of theSeller, the Companies are duly organized, validly existing and in good standing under the laws ofthe corresponding places of constitution and registration. Also, they hold full corporate powersand authorization to own their assets or dispose of them and carry out their correspondingactivities as they currently do. The Seller has given the Purchaser a true copy of the CompaniesBylaws in force.(b) The Seller is a company duly organized, validly existing and in good standing under thelaws of the Argentine Republic, with full powers and authorization to own the Transferred Stockspursuant to current Spanish regulations.3.2 Authorization. (a) To the best knowledge and belief of the Seller, all corporateprocedures and any other formalities to be carried out by the Seller have been duly and properlycarried out, including but not limited to, every measure to be taken by the directors, shareholdersor employees of the Seller so as to authorize the Seller to enter into and comply with thisAgreement and transfer the Transferred Stocks.(b) The Seller has full rights, powers and authorization to enter into the present Agreementand observe its obligations. The present Agreement has been duly executed by the Seller andconstitutes a valid and binding obligation of the Seller under its terms and conditions.3.3 No conflicts. To the best knowledge and belief of the Seller, neither theexecution and delivery of the present Agreement nor the consummation of the transactions consideredherein (i) shall result in the acceleration of, or in the right of any Party to accelerate,terminate, amend or cancel any material trust agreement, contract, lease agreement, sub-leaseagreement, loan agreement, title or any other obligation or significant liability of the Companiesor to which they are bound to or to which any of their assets are subject to, being necessary theother Party’s consent to avoid said acceleration if necessary; (ii) shall be in conflict with,shall result in the infringement of, or shall constitute any breach under any provision of theBylaws (or other incorporation documents) or Shareholders agreement of the Seller or the Companiesor a breach or infringement of any restriction, encumbrance, charge, trust agreement, contract,lease agreement, sub-lease agreement, loan agreement, title or any other obligation or significantliability of the Seller or Companies or to which they are bound to or to which any of their assetsare subject to, and shall not result in the creation of any encumbrance or charge over said assets;or (iii) shall violate or infringe any judgment, court order, decree, rule or regulation of anycourt or governmental entity to which the Seller or the Companies are subject to and that, in thecase of the abovementioned subsections (i), (ii) and (iii), it may have or may reasonably beexpected to have Material Adverse Effects.3.4 Ownership of Transferred Stocks. Subsidiaries. (a) The Seller is the direct andregistered owner of the Transferred Stocks and has good, valid and marketable titles of theTransferred Stocks, which, to its best knowledge and belief, are free of any Encumbrance. To thebest knowledge and belief of the Seller, once the transfer of the Transferred Stocks has beenperformed pursuant to the Spanish legislation and has been recorded in notarized document, thePurchaser shall acquire the valid and absolute title over the Transferred Stocks free of anyEncumbrance.(b) Except for PEP, PEV and CP31OIL, PVIE does not (x) own shares or other stocks of anyartificial person or company and neither (y) has other direct subsidiary.3.5 Capitalization. (a) The capital stock of PVIE consists of 782,053 Stocks. EveryStock is validly issued, subscribed and paid in and grants equal rights and obligations.Notwithstanding the aforementioned, the registration of the Deed of Capital Increase by which theSeller acquired 302,053 Stocks numbered from 480,001 to 782,053, both inclusive, is still pendingin the Registry of Commerce of Madrid. On December 20, 2007, the Deed of Capital Increase has beenfiled in the Registry of Commerce of Madrid, and the filing entry has such date. There is no othertype of stock in PVIE capital stock. There are no options or other rights to acquire additional Stocks or other type of stocks in PVIE capital pending or thatotherwise grant its holder the right to acquire additional Stocks or other stocks and PVIE is notobliged to issue said options.
 
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(b) PVIE is the beneficial and record owner of every share and/or other stocks of the capitalstock of PEP (except for 300,010 registered shares that represent 0.21% of PEP capital stock ownedby Petrobras Energía Internacional S.A.), PEV and CP31OIL (except for the minority participation ofPetrobras Energía Ecuador). To the best knowledge and belief of the Seller, all said shares havebeen duly authorized, validly issued, completely paid-in (except for the case of CP31Oil which hasUS$10,000 (Dollars Ten thousand) pending to be paid in), they have not been issued violating anyright of first refusal, preferential right, subscription right or related right. All said sharesare not subject to additional payments.(c) As at the Execution Date, the Companies do not have any of the following pending (i)increases or decreases of capital or capitalizations of non-refundable investments, (ii)subscription, issuance or redemption of Stocks or shares, (iii) amendment to Companies Bylaws, (iv)corporate merger, spin-off or transfer, and (v) other equally significant corporate measuresbesides the transfer of Transferred Stock to the Purchaser pursuant to the present Agreement thatincludes the rights mentioned in **Clause 2.1(b)**.3.6 Financial Statements. Financial statements of PVIE, PEP and PEV as at September30, 2007 (hereinafter, the “Financial Statements”) are included in **Annex 3.6**. TheFinancial Statements: (i) are adjusted to the accounting books and records of the correspondingCompanies; (ii) have been prepared in accordance with the corresponding effective GAAPs in each ofthe countries where the Companies are organized and registered (as the case may be) consistentlywith the policies and experience of the Companies; (iii) are true and correct, and reasonablyreflect the assets and the economical and financial situation of the corresponding Companies as attheir date; and (iv) that correspond to PVIE have been examined by independent auditors.3.7 Insurance. To the best knowledge and belief of the Seller, the Companies haveevery insurance policy necessary to carry out their activities and cover their goods. To the bestknowledge and belief of the Seller, all said policies are valid and in full force and effectaccording to their terms and have been taken out with acknowledged companies. To the best knowledgeand belief of the Seller, no insurance policy has been denied to the Companies and no insurancepolicy has been cancelled to any of the Companies during the last five years.3.8 Lawsuits. To the best knowledge and belief of the Seller, except as stated in**Annex 3.8**and **Annex 3.****22(b)** attached herein, there is no action, suit, proceeding, arbitration orinvestigation pending or currently threatened against: (i) the Companies or the assets, propertiesor activities of the Companies that may have a Material Adverse Effect; or (ii) the Seller and theownership of Stocks. To the best knowledge and belief of the Seller, there is no court order,judgment or decree currently in force against the Companies or the Seller in relation to themanagement of the Companies that may have a Material Adverse Effect.3.9 Authorizations and Permits. To the best knowledge and belief of the Seller, theCompanies own or have under their name every authorization and permit necessary to use the term“Petrobras” in their company name, trademarks, logotypes or other intellectual and industrialproperty rights related to said term or to phrases that include it. They own or lease, manage anduse their assets and goods and carry out their activities as they are currently doing, except forthe authorizations and permits, the absence of which is not susceptible to have a Material AdverseEffect. To the best knowledge and belief of the Seller, the Companies do not violate or infringeany authorization or permit that may reasonably have, individually or as a whole, a MaterialAdverse Effect or that may significantly interfere with the performance of the transactions hereinmentioned.3.10 Taxes. (a) Except as stated in **Annex 3.10**, to the best knowledge and belief ofthe Seller, the Companies have paid before the due date or have definitely cancelled every exigibleand payable Tax or that shall become exigible or payable corresponding to every period up to theExecution Date inclusive. To the best knowledge and belief of the Seller, the Companies have dulyand timely filed every declaration, report and form required to have been filed by it in relationto any Company Tax for every period up to the Execution Date inclusive, except for the case inwhich the lack of filing does not have a Material Adverse Effect. To the best knowledge and beliefof the Seller, the Companies do not have any pending payment obligation and/or filing ofdeclarations, reports and forms that need to be filed in relation to any Company Tax for everyperiod up to the Execution Date inclusive that may have a Material Adverse Effect.
 
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(b) The term “Tax” means any of the Taxes and “Taxes” means every tax, fee,charge, imposition, contribution, rights or rates of any type, together with the surcharges oradditional amounts, interests and penalties related to them that may be applied by the national,provincial or municipal government or by any foreign government entitled to do so.3.11 Intermediaries. The Seller has not hired any intermediary in connection with thetransactions herein considered and it is not obliged and has not agreed to pay any intermediationcommission or any similar remuneration.3.12 Absence of Certain Transactions. To the best knowledge and belief of the Seller,except for the information included in **Annex 3.12**, as from September 30, 2007 to the ExecutionDate, the Companies have been pursuing their ordinary course of business and they have not: (i) experienced any Material Adverse Effect; (ii) declared, reserved or paid any dividend related to outstanding shares orStocks, except for the payment of a dividend amounting to US$ 10,783,447.29 made by PEPon December 3, 2001; (iii) experienced or received threats of strikes, labour conflicts, work to rule orlabour stoppage (except for those of national or regional impact) that may derive in aMaterial Adverse Effect; (iv) substantially revaluated any of its material assets; (v) taken up any money loans, or sold or issued debt securities, except in theordinary course of business; (vi) cancelled or pre-cancelled any liabilities or obligations, nor remitted or paiddebts or claims, or waived rights or claims in their favour, except in the ordinarycourse of business, except for the cancellation by PEV of a loan agreement with WorldFund Financial Services on October 29, 2007 amounting to US$ 202,191,548.07 includingthe amount of US$ 1,614,170 for interest accrued as of October 29, 2007; (vii) made payments or granted money loans to third parties or entities, except inthe ordinary course of business; (viii) licensed, sold, transferred, pledged, modified, communicated to the general public,alienated or allowed any intellectual property right to expire; (ix) allowed any of their property or material assets valued over US$ 100,000 besubject to any significant Encumbrance; (x) sold, transferred or leased (as lessor) any material assets; (xi) made any change in the accounting methods, policies, practices or principles,except pursuant to GAAP’s applicable to each of the Companies (as the case may be); (xii) modified, renegotiated or terminated (except for performance) any materialagreement; (xiii) waived, or lost because of their fault, any tax or promotional benefit they wereentitled to, and that might give rise to a Material Adverse Effect; or (xiv) agreed upon in writing to perform any of the acts described in this **Clause3.12**.3.13 Governmental Authorizations. Except as stated in **Annex 3.13**hereto, to the bestknowledge and belief of the Seller, no consent, approval, authorization, order, presentation,registration or permit is required from any court, governmental authority of the ArgentineRepublic, the Kingdom of Spain, the Republic of Peru, the Republic of Ecuador or the Bolivarian Republic of Venezuela or from any other third party,in relation to the execution and delivery of this Agreement by the Seller, or for performance bySeller of transactions herein considered.
 
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3.14 Ownership of Companies’ Assets; Non-existence of Encumbrances. (a) Except asstated in **Annex 3.****14(a)** hereto, by virtue of a lease or license the Companies hold legal title to,or valid and binding right to, all their assets, free from Encumbrances, claims, charges andsecurity interest.(b) The Companies hold legal title of, or valid and binding interest in every real propertyand personal property used by the respective Companies to conduct their business.3.15 Oil Contracts. (a) **Annex 3.****15(a)** indicates (i) all Hydrocarbon Concessions andExploration Permits included in the Oil and Gas Assets, (ii) all contracts included in the Oil andGas Assets related to the payment of Hydrocarbon royalties, areas of common interest, locations,bonuses, use, sale and commercialization, and (iii) all contracts included in the Oil and GasAssets related to Hydrocarbons processing and transportation (the items in above subsections (i) to(iii) hereinafter jointly referred to as “Oil Contracts”). Except as stated in **Annex3.****15(b)****,**neither of the Companies have received any written notice whatsoever regarding theviolation of any Hydrocarbon Concession, except for violations not likely to result, eitherindividually or jointly, in a civil action, fine, penalty or loss in excess of US$ 5,000,000(United States Dollars five million), or in any criminal charge, liability or sanction.(b) Except as stated in **Annex 3.15(b)**, (x) the Oil Contracts have been executed fully inaccordance with the interpretation of the effective legislation at the time of their execution, andto the best knowledge and belief of the Seller, no official declaration has been known to objectthe Oil Contracts in their validity and binding effect for each of the Companies party to saidagreements, which are in full force and effect, (y) as regards each Oil Contract, neither Companyparty to them, or to the best knowledge and belief of the Seller, no other person that is party toany Oil Contract is in violation or non-compliance under it, and (z) there has been no event that,through serving of a notice or by mere lapse of time, or both, might become a violation ornon-compliance under any Oil Contract by any of the Companies party to said Oil Contracts, or, tothe best knowledge and belief of the Seller, by any other person party to an Oil Contract.3.16 Books and Records. To the best knowledge and belief of the Seller, the books andrecords of the Companies are kept pursuant to the pertinent GAAP’s applicable to each of themaccording to their country of constitution or registration, and in consistency with prudent andreasonable commercial practices; they are accurate and true in all their material aspects andreflect the transactions, assets and liabilities of the respective Companies with reasonable degreeof detail.3.17 Powers of Attorney. No powers of attorney have been issued by the Companies andare currently effective except as indicated in **Annex 3.17**.3.18 Non-disclosed Liabilities. To the best knowledge and belief of the Seller, at theExecution Date, the Companies hold no liability of any nature (whether accrued, absolute, fixed,contingent, liquidated, not liquidated or of any other type; whether due or to be due, whosedisclosure in the balance sheets of the Companies is required or not by the pertinent applicableGAAPs) except for (i) liabilities reflected in the Financial Statements, or for which provisionshave been made, (ii) liabilities or obligations reported in **Annex 3.18**attached hereto and formingan integral part hereof, and in the remaining annexes to this Agreement, or (iii) liabilities orobligations reported in this Agreement, or (iv) liabilities or obligations not deriving in MaterialAdverse Effects.3.19 Restrictions to the Companies’ Activities. To the best knowledge and belief ofthe Seller, except as set forth in **Annex 3.19**, there is no agreement, decision, judgement, courtorder or decree binding for the Companies, having -or being susceptible to have- the effect ofprohibiting or affecting any commercial practice of the Companies, the acquisition of goods by theCompanies, or their conducting of the Companies’ business as they are currently doing.
 
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3.20 Environmental Matters. To the best knowledge and belief of the Seller, except asset forth in **Annex 3.8**, **Annex 3.18**, and **Annex 3.****20(a)** or except for those matters that, eitherindividually or jointly, are not susceptible to have a Material Adverse Effect, (a) to the best knowledge and belief of theSeller, the Companies own and operate their assets essentially complying with all EnvironmentalLaws and Regulations; (b) there is no environmental claim pending by any competent authority, orthreatened to be filed against the Companies, to the best knowledge and belief of the Seller, andthe Companies have not received any written notice of their supposed, actual or potential liabilityfor, or any inquiry or investigation related to, any supposed violation or non-compliance with anyEnvironmental Law; (c) except as allowed by, or whenever it could not result in any liability underany Environmental Law, to the best knowledge and belief of the Seller, there is no undergroundstorage tank located in any premise owned, leased or operated by the Companies; and (d) there hasnot occurred any release, to the best knowledge and belief of the Seller, by the Companies, or byany other party, on, in or within any premise subject matter of the Oil Contracts, in suchquantities or degrees that may require repair, or their pertinent report pursuant to anyEnvironmental Law, regarding which the Companies could be held responsible for or punished pursuantto the Environmental Laws. All written reports drafted in relation to any environmental research,study, audit or assessment as regards the Oil and Gas Assets made by the Seller or the Companies oron their behalf, or which otherwise are in possession of the Seller or the Companies have beenplaced at the Purchaser’s disposal and are listed in **Annex 3.****20(b)** (the “EnvironmentalReports”).3.21 Right of First Refusal. To the best knowledge and belief of the Seller, there isno Right of First Refusal.3.22 Labour Matters. (a) In **Annex 3.****22(a)** the name, hiring date and position of eachregular full time or part time employee of each Company is indicated as of the Execution Date; thesame data are provided for any employee of the Companies who is on authorized leave and who has theright to resume working (hereinafter, the “Employees”), as well as the organizationalcharts of the respective Companies.(b) The Companies keep the pertinent records as regards the employment and employmentbackground of each Employee pursuant to the applicable legislation in this matter. If it isrelevant for each Employee, each file contains documents such as bonuses, commissions, benefits,prior requirements, bonuses accrued, sick leaves accrued, compensations for dismissal accrued,retirement benefits accrued, holiday leaves accrued and any lawsuit that may involve said Employeeand the respective Company pursuant to applicable laws as the case may be. The Companies complywith their obligations as regards personal data protection, pursuant to applicable laws as the casemay be.(c) Except as stated in **Annex 3.****22(c)** attached hereto, there are no (i) pending strikes,lawsuits, work to rule, representation campaigns or stoppages as regards the employees of any ofthe Companies, or, to the best knowledge and belief of the Seller, threatened against or affectingany of the Companies, (ii) claim or arbitration proceedings deriving from collective bargainingagreements where the Companies are a party to (besides informal claims), (iii) pending orthreatened claims for disloyal practices in trade union affairs, to the best knowledge and beliefof the Seller, against any of the Companies, or (iv) collective bargaining agreements or otheragreements with trade unions applicable to employees of any of the Companies, and there are noactivities or procedures by any trade union to organize such employees.3.23 Royalties and Fees. Except as stated in **Annex 3.23**, as of the Execution Date (a)all statements to be submitted by each of the Companies, or by the operator, to the best knowledgeand belief of the Seller, in relation to Royalties and Fees regarding the Hydrocarbon Concessionsand Exploration Permits on or before the Execution Date, have been duly submitted before thepertinent authorities; (b) to the best knowledge and belief of the Seller, said statements aretrue, complete and accurate for the periods they cover; (c) all Royalties, fees and income accruedbefore the Execution Date and payable by any of the Companies before said date regarding theHydrocarbon Concessions and Exploration Permits have been fully paid and cancelled; and (d) noamount is owed as royalties, fees, interest, fines or penalties that might have a Material AdverseEffect.3.24 Bank Accounts. **Annex 3.24**herein contains a list detailing the names andaddresses of each of the banks where the Companies hold bank accounts and/or safety boxes, and thenumber of such accounts and safety boxes.
 
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**SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER**The Purchaser hereby declares and warrants the Seller as follows:4.1 Constitution and Effectiveness. The Purchaser is a company duly organized, validlyexisting and in good standing under the laws of the Kingdom of the Netherlands. It holds full powerand authorization to enter into this Contract, to conduct its usual business, to be the owner ofthe assets owned by the Purchaser, to perform the transactions hereby considered, and to fulfil itsobligations hereunder.4.2 Authorization. All corporate procedures and any other formalities to be carriedout by the Purchaser have been duly and properly carried out, including but not limited to, everymeasure to be taken by the directors or shareholders of the Purchaser so as to authorize it toenter into and comply with this Agreement. The present Agreement has been duly executed by thePurchaser and constitutes a valid, binding and enforceable obligation of the Purchaser under itsterms and conditions.4.3 Performance. Under no circumstances shall the execution and delivery of thisAgreement and the performance of the transactions hereby considered:(a) result in the violation of any of the terms and conditions of, or constitutenon-compliance with or violation of, as the case may be: (i) the Articles of Incorporation or theBylaws of the Purchaser, or (ii) any contract, mortgage, security, bonus, trust agreement, license,guarantee or any other document or commitment, either oral or written, through which the Purchaseror any of its parent companies are bound, or through which any of its properties or assets can beaffected; or(b) violate any rule, regulation, judgement, court order or decree issued by any court,administrative entity or governmental organization.4.4 Lawsuits. To the best knowledge and belief of the Purchaser, there is no action,suit, proceeding, arbitration or investigation pending or threatened objecting to the effectivenessof this Agreement, or any measure adopted or to be adopted in relation to this Agreement or to theperformance of transactions herein considered.4.5 Intermediaries. The Purchaser has not hired any intermediary in connection withthe transactions herein considered, and is not obliged and has not agreed to pay, anyintermediation or brokerage commission, or any similar remuneration.4.6 Governmental Authorizations. Except as indicated in **Annex 4.6**hereto, to the bestknowledge and belief of the Purchaser, no consent, approval, authorization, order, presentation,registration or permit is required from or before any court, governmental authority or any otherthird party, in relation to the execution and delivery of this Agreement by the Purchaser, or forperformance by the Purchaser of transactions herein considered.4.7 Financial Capacity. The Purchaser holds sufficient unrestricted funds to pay forthe Purchase Price and make any other payment that must be made pursuant to this Agreement, andwill not be prevented from making any payment hereunder.**SECTION 5. CLOSING DATE AND DOCUMENTS**5.1 Closing Date and Place. The assignment and transfer of the Transferred Stockshereby considered (hereinafter, the “Closing”) takes place in Madrid at the office of theNotary Public Mr. Ignacio Ramos Covarrubias, simultaneously with the execution of this Agreementand its notarization in Spain.5.2 Documentation of the Seller. The Seller hereby performs the following acts:(i) Delivers to the Purchaser the copies of duly notarized corporate resolutions of the Sellerduly authorizing the execution, delivery and performance of this Agreement and the transactionsherein considered.
 
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(ii) Signs and serves notice upon PVIE of the sale and transfer of the Transferred Stocks infavour of the Purchaser, so that PVIE records such transfer in the Registry Book of Partners.(iii) Signs and delivers the Shareholders Agreement.5.3 Obligations of the Purchaser. (a) The Purchaser hereby executes and delivers theShareholders Agreement.(b) Payment of the Purchase Price pursuant to **Clause 2.2**hereof shall be made within athirty-day (30-day) term of the Closing (hereinafter, the “Payment Date of the Price”).**SECTION 6. INDEMNIFICATION**6.1 Indemnification by the Seller.6.1.1 Subject to the limits established in **Clause 6**herein, the Seller agrees to indemnify,defend and hold the Purchaser and each one of the shareholders, Affiliates, officers, directors,employees, agents, successors and assignees of the Purchaser (the Purchaser and the aforementionedpersons hereinafter jointly referred to as the “Indemnified Persons of thePurchaser”) harmless from and against any and all third party claims, lawsuits, trials,losses, damages, payments, sanctions or omissions (including interest, sanctions, costs ofpreparation and investigation and reasonable attorney’s fees) (hereinafter jointly referred to as“Losses”) incurred or suffered by the Indemnified Persons, due to: (a) any inaccuracy inthe Seller’s declaration included herein; (b) the violation of any Seller’s warranty stated herein;and (c) non-compliance with any commitment, agreement or any other obligation of the Sellerpursuant to this Agreement.6.1.2 The maximum amount that the Purchaser will be entitled to receive pursuant to this**Clause 6**shall be equal to twenty percent (20%) of the Purchase Price.6.1.3 Unless otherwise provided for in this Agreement, the liability of the Seller for claimsderiving from violations to representations, warranties, agreements, commitments and obligationsshall lapse within a 5 (five) year term counted as from the Execution Date; upon the expiration ofsuch term, the possibility to file claims against the Seller shall be extinguished and renderedineffective.6.2 Indemnification by the Purchaser.6.2.1 Subject to the restrictions established in **Clause 6**herein, the Purchaser agrees toindemnify, defend and hold the Seller and each one of the shareholders, Affiliates, officers,directors, employees, agents, successors and assignees of the Seller (the Seller and theaforementioned persons hereinafter jointly referred to as the “Indemnified Persons of theSeller”) harmless from and against any and all Losses incurred or suffered by theIndemnified Persons of the Seller, due to: (a) any inaccuracy in the Purchaser’s declarationsincluded herein; (b) the violation of any Purchaser’s warranty stated herein; and (c)non-compliance with any commitment, agreement or any other obligation of the Purchaser pursuant tothis Agreement.6.2.2 The maximum amount that the Seller will be entitled to receive pursuant to this **Clause 6**shall be equal to twenty percent (20%) of the Purchase Price.6.2.3 Unless otherwise provided for in this Agreement, the liability of the Purchaser forclaims deriving from violations to representations, warranties, agreements, commitments andindemnifying obligations of the Purchaser shall lapse within a 2 (two) year term counted as fromthe Execution Date; upon the expiration of such term, the possibility to file claims against thePurchaser shall be extinguished and rendered ineffective.6.3 Notice and Opportunity for Defence. If any event takes place and, as determined byany of the Parties hereto, is a true, indemnifiable event pursuant to **Clauses 6.1 or 6.2**herein,the Party seeking to obtain indemnification (the “Indemnified Party”) must immediatelynotify so to the Party obliged to provide indemnification (the “Indemnifying Party”). Ifsaid event involves (a) a claim, or (b) the filing of any action or proceeding by any third party,the Indemnified Party shall serve written notice upon the Indemnifying Party of
 
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said claim or the filing of said action or proceeding within fifteen (15) days from the dateon which the Indemnified Party acknowledges such event; *notwithstanding the above, it is herebyestablished* that the delay in notification or the absence of notification to the IndemnifyingParty shall solely release the Indemnifying Party from its obligations if the latter is eventuallydamaged by said delay or omission. The Indemnifying Party shall have a thirty (30) day term toreply. If within such 30-day term, the Indemnifying Party accepts the liability, then, theIndemnifying Party shall be obliged to settle or defend said matter, at its own expense and throughlawyers chosen by the Indemnifying Party and reasonably satisfactory for the Indemnified Party, andthe Indemnifying Party shall provide the Indemnified Party the guarantees that the IndemnifiedParty may reasonably require in order to ensure that the Indemnifying Party shall assume and be incharge of full liability for such matter. If the Indemnifying Party answers within such thirty(30)-day term and rejects the liability for such matter, either in whole or in part, or does notanswer, the Indemnified Party shall be free to file, notwithstanding any of its rights herein, anyremedies that the Indemnified Party may have available by virtue of the applicable legislation, atthe expense of the Indemnifying Party. The Indemnified Party hereby agrees to fully collaboratewith the Indemnifying Party and its legal advisors in the defence of the determined liability. Inany case, the Indemnified Party shall have the right to participate in the defence of thedetermined liability, as a non-controlling company and at its own expense. Any settlement regardingthe determined liability by the Indemnifying Party shall require the prior written consent of theIndemnified Party, and until such consent is obtained, the Indemnifying Party shall continue withthe defence of the determined liability. Nevertheless, if the Indemnified Party refuses to give itsconsent to a settlement offer in good faith that the Indemnifying Party wishes to accept, theIndemnified Party may continue with the proceedings of such matter, with no participation of theIndemnifying Party, at the sole expense of the Indemnified Party. In that case, the obligation ofthe Indemnifying Party to the Indemnified Party shall be the lower of (i) the amount of thesettlement offer that the Indemnified Party refused to accept plus the costs and expenses of theIndemnified Party prior to the date on which the Indemnifying Party notifies the Indemnified Partyof the settlement offer, and (ii) the actual amount that the Indemnified Party is obliged to payfor having decided to continue with proceedings for said issue. The Indemnifying Party shall havethe right to recover from the Indemnified Party any additional expenses incurred by theIndemnifying Party as a result of the Indemnified Party decision to continue with proceedings forsaid issue.6.4 Reduction on account of Insurance or Third-party Payments. The amount that theIndemnifying Party is obliged to pay to, by or on behalf of the Indemnified Party pursuant to this**Clause 6**will be reduced (including, but not limited to, retroactive effects) by the amount of anyproceeds from insurance, or from any funds received from a third party, effectively recovered by oron behalf of the Indemnified Party and reducing the related indemnifiable loss (the“Indemnifiable Loss”). The amounts to be paid, so reduced, shall be hereinafter referred toas “Indemnification Payment”. If the Indemnified Party had received, or if the IndemnifyingParty had paid on its behalf, an Indemnification Payment related to an Indemnifiable Loss, andlater received, directly or indirectly, the proceeds of any insurance or any funds from a thirdparty (duplicating the Indemnification Payment either in whole or in part) as regards saidIndemnifiable Loss, the Indemnified Party must immediately pay the Indemnifying Party the amount ofsuch insurance proceeds, or of the funds received from a third party, or, if it were lower, theamount of the Indemnification Payment. The Parties hereto do hereby agree that the precedingstatement shall not affect the subrogation rights of any insurance company making payments pursuantto this agreement.6.5. Waiver. The Parties hereto do hereby expressly waive the right to invoke thelegal regime provided for in section 1532 of the Spanish Civil Code related to sales of assets,applying instead the terms and conditions herein, and particularly, the indemnification procedurehereby established in this **Section 6**.**SECTION 7 — EVENTUAL COMPENSATION FOR FINDING**7.1. The Parties hereto do hereby acknowledge and declare that PEP, as partner of the JointOperation Agreement of Block 57, is conducting exploration activities to find commerciallyexploitable Hydrocarbons, on a certain portion of Block 57 called *“Prospecto Kinterori; KinteroriProspect”.*7.2. No commercially exploitable Hydrocarbons have been found to date as a result of theexploration jobs in “*Kinterori Prospect*”.
 
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7.3. In the event Hydrocarbons are found in *“Kinterori Prospect”*, the Parties hereto do herebyagree to negotiate in good faith and according to the principle of “arm’s length transaction”, acompensation amount in favour of the Seller reflecting the value of said find in market conditions,or, alternatively, the non-participation of the Purchaser in “*Kinterori Prospect*” and its pertinentcompensation. Said negotiation and agreement may occur at any time, but restricted to the maximumterm of 180 (one hundred and eighty) days counted from the declaration of marketability of saidfinding before the application authority of the Republic of Peru.**SECTION 8. GENERAL PROVISIONS**8.1 Expenses. Except for what this Agreement sets forth on the contrary and with theexception that one Party that does not breach the present Agreement shall be entitled to claim fromthe breaching Party all costs and expenses arisen from such breach (including but not limited toall legal costs and expenses), each Party shall pay its own costs and expenses incurred or the onesto be incurred during negotiation, closing and execution of the present Agreement. The costs andexpenses arisen from notarizing the present Agreement shall be afforded in equal parts.8.2 Notices. (a) All notices, requests, demands and other communications givenpursuant to this Agreement (jointly the “Notices”) shall be in writing and by fax and immediatelydelivered either personally or by mail, return receipt requested and postage prepaid, as follows:To Seller, to: