Exhibit
4.1


 


		Dated	2021






 


Brooge
Petroleum & Gas Investment Company


FZE


 



- and -


 


Blue
Ocean Energy FZC 


 


Refinery
Agreement 





 






 


Matter
No. 160754/000010


DUBLIB01/FULLERCH/271994


 


Hogan
Lovells (Middle East) LLP


19th
Floor, Al Fattan Currency Tower, Dubai International Financial Centre, PO Box 506602, Dubai,


UAE


 




     


     


    

 


	Contents
	 	 	 	 
	Clause	 	Page
	 	 	 	 
	1.	Definitions and Interpretation	 	1
	 	 	 	 
	2.	Construction of the Flashing
    Unit	 	4
	 	 	 	 
	3.	Appointment and Term	 	5
	 	 	 	 
	4.	Operating Services	 	5
	 	 	 	 
	5.	Operating Team and Representative	 	6
	 	 	 	 
	6.	Reporting	 	6
	 	 	 	 
	7.	Operating Manuals and
    Training	 	7
	 	 	 	 
	8.	Access to Refinery Unit
    Site and Cooperation	 	7
	 	 	 	 
	9.	Laboratory Service	 	7
	 	 	 	 
	10.	Storage of Chemicals and
    Spares	 	8
	 	 	 	 
	11.	Soil Remediation	 	8
	 	 	 	 
	12.	Operating Fee and Expenses	 	9
	 	 	 	 
	13.	Escalation Fee	 	9
	 	 	 	 
	14.	Representations And Warranties	 	9
	 	 	 	 
	15.	Indemnity and Liability	 	10
	 	 	 	 
	16.	Insurance	 	11
	 	 	 	 
	17.	Termination	 	11
	 	 	 	 
	18.	Consequences of Termination	 	12
	 	 	 	 
	19.	After Termination	 	13
	 	 	 	 
	20.	Force Majeure	 	13
	 	 	 	 
	21.	Transfer of Refinery Unit
    / Assignment of Agreement	 	15
	 	 	 	 
	22.	Publicity and Confidentiality	 	15
	 	 	 	 
	23.	Notices	 	16
	 	 	 	 
	24.	Consent or Waiver	 	17
	 	 	 	 
	25.	Severability	 	17
	 	 	 	 
	26.	Applicable Law	 	17
	 	 	 	 
	27.	Notice of Dispute	 	17
	 	 	 	 
	28.	Arbitration	 	17
	 	 	 	 
	29.	General	 	18






 




    	DUBLIB01/FULLERCH/271994.2	 	Hogan Lovells



     


    

 


		This
                            Agreement is made on	2021



 


Between


 


		(1)	Brooge
                                            Petroleum and Gas Investment Company FZE, a company incorporated under the laws of the
                                            Fujairah Free Zone (commercial registration no. 13-FZC-1117) whose registered office is at
                                            P.O. Box 50170, Fujairah Free Zone, United Arab Emirates (“Operator”); and



 


		(2)	Blue
                                            Ocean Energy FZC, a company incorporated under the laws of the Fujairah Free Zone (commercial
                                            registration no. 21-FZC-1994) whose registered office is at P.O. Box 51103, Fujairah Free
                                            Zone, United Arab Emirates (“Blue Ocean”);



 


(each
a “Party” and together the “Parties”)


 


Whereas


 


		(A)	The
                                            Parties have agreed to enter into an agreement regarding the construction and operation of
                                            a Refinery Unit to produce low sulphur fuel oil (the “Refined Product”)
                                            in compliance with the IMO 2020 requirements and in accordance with international NFPA and
                                            UAE adopted standards for safety requirements.



 


		(B)	The
                                            Parties are entering into this Agreement for the purposes of determining the terms and conditions
                                            of the construction and operation of the Refinery Unit.



 


		1.	Definitions
and Interpretation



 


		1.1	Definitions



 


In
this Agreement the following terms have the following meanings:


 


“Affiliate”
means in relating to a Party, any person Controlling such Party, or any person Controlled by, or under common Control with, such Party;


 


“Agreement”
means this agreement;


 


“Applicable
Laws” means any federal, emirate, municipal or authority statute, ordinance, regulation, guideline, rule, code, direction or
any license, consent, permit, authorisation or other approval, including any conditions attached thereto, of the United Arab Emirates,
the Emirate of Fujairah or any public body or authority, local or federal agency, department, inspector, ministry, official or public
or statutory person which has appropriate jurisdiction;


 


“Business
Day” means any day excluding Friday and Saturday and any day which shall be a legal holiday or a day on which banking institutions
are authorised or required by law or other governmental action to be closed in the United Arab Emirates;


 


“Consequential
Loss” means loss of profit, loss of goodwill, loss of business, loss of business opportunity, loss of anticipated saving and/or
special, indirect or consequential damage;


 


“Control”
in relation to a body corporate means the ability of a person to ensure that the activities and business of that body corporate are conducted
in accordance with the wishes of that person and a person shall be deemed to have Control of a body corporate if that person possesses
the majority of the issued share capital or the voting rights in that body corporate or the right to appoint or remove directors of that
body corporate holding a majority of the voting rights at meetings of the board of directors (or equivalent management organ) on all,
or substantially all, matters, and except as expressly provided in this Agreement cognates of the term Control shall be construed accordingly;


 






    	DUBLIB01/FULLERCH/271994.2	 	Hogan Lovells



     


    

 


“Crude
Oil” means the crude oil delivered by Blue Ocean to be used as the feedstock for the purposes of producing the Refined Product;


 


“Daily
Production Plan” means the daily production plan issued by Blue Ocean to the Operator for processing Crude Oil at the Refinery
Unit;


 


“Dirham”
means the lawful currency in the United Arab Emirates;


 


“Dispute”
has the meaning given to it in Clause ‎26;


 


“Due
Date” has the meaning given in Clause ‎12.3;


 


“Effective
Date” has the meaning given in the Sublease Agreement;


 


“EPC
Contract” means the engineering, procurement and construction contract to be entered into between Blue Ocean and an EPC contractor
chosen by Blue Ocean with the approval of the Operator for the design, procurement construction and commissioning of the Refinery Unit;


 


“Escrow
Agent” means such person as agreed by the Parties;


 


“Escrow
Agreement” means the escrow agreement between the Parties and the Escrow Agent dated on or around the date of this Agreement;


 


“Escrow
Amount” means the sum of ;


 


“Expert”
has the meaning given in clause 16.2;


 


“EPC
Contractor” has the meaning given in Clause ‎2.2;


 


“Force
Majeure” has the meaning given to it in Clause ‎19.1;


 


“Initial
Term” has the meaning given in the Sublease Agreement, for the avoidance of doubt a total of 20 years renewed by mutual agreement
every 5 years;


 


“Interest
Rate” has the meaning given in Clause ‎12.4;


 


“Leased
Premises” has the meaning given in the Sublease Agreement;


 


“LIBOR”
means the London interbank offered rates for deposits in US Dollars administered by ICE Benchmark Administration Limited (“ICE”)
(or any other applicable entity which takes over administration of those rates) which appear on the relevant pages of the Reuters Service
(currently page LIBOR01) or, if not available, on the relevant pages of any other service (such as Bloomberg Financial Markets Service)
that displays such rates; provided that if ICE (or any other applicable entity which takes over administration of those rates) for any
reason ceases (whether permanently or temporarily) to publish London interbank offered rates for deposits in US Dollars, “LIBOR”
shall be determined by the Parties based on prevailing market practices then in effect;


 


“Loss”
means any loss, damage, liability, injury, claim or expense;


 


“Operating
Envelope” means the specified safe operating parameters of the Refinery Unit as shall be determined by Blue Ocean and Operator
in consultation with the EPC Contractor;


 






    	DUBLIB01/FULLERCH/271994.2	- 2 -	Hogan Lovells



     


    

 


“Operational
Start Date” means the date on which Blue Ocean provides the Operator with a copy of the Safety and Reliability Certificate;


 


“Operational
Year” means the first twelve month period following the Operational Start Date and each subsequent twelve month period;


 


“Operating
Fee” has the meaning given in Clause ‎12.1;


 


“Operating
Instructions” means the daily instructions issued by Blue Ocean to the Operator in relation to the day to day operations of
the Refinery Unit, which the Operator will execute in accordance with the instructions of Blue Ocean, subject always to Clause ‎4.4;


 


“Operating
Services” means the operational services connected with the end to end operation of the Refinery Unit, the scope and detail
of, the scope of such services to be agreed in writing by the Parties in consultation with the EPC Contractor;


 


“Operating
Team” has the meaning given in Clause ‎5.1;


 


“Party”
means a party to this Agreement, and “Parties” shall mean both of them;


 


“Party”
and “Parties” means Blue Ocean and the Operator individually and collectively as the context may require;


 


“Permit
to Work” means a permit to allow third parties to carry out work or provide services on the Refinery Unit Site;


 


“Project”
means the design, construction and development of the Refinery Unit and associated works to be undertaken by Blue Ocean at the Terminal;


 


“Reasonable
and Prudent Operator” means a person acting in good faith and using all reasonable care and skill in seeking to perform its
contractual obligations, and in so doing, and in the general conduct of its undertaking, exercising that degree of skill, diligence,
prudence and foresight which would reasonably and ordinarily be expected from a prudent, diligent, skilled and experienced operator operating
in and engaged in the same type of business undertaking under the same or similar circumstances and conditions;


 


“Refined
Product” means has the meaning given in Recital ‎(A);


 


“Refinery
Unit” means the flashing unit to be designed, constructed and used for the purposes of performing the Operating Services having
the specifications agreed by the Parties based upon the advice of the EPC Contractor;


 


“Refinery
Unit Site” means the subleased premises under the Sublease Agreement where the Refinery Unit is to be located as identified
in the plan set out in Schedule 1 of the Sublease Agreement;


 


“Rules”
has the meaning given in Clause ‎28.1;


 


“Safety
and Reliability Certificate” means a certificate from a suitable independent international certification service provider (such
as Lloyds Register) certifying that the Refinery Unit satisfies the required safety and reliability requirements;


 


“Standards
of a Reasonable and Prudent Operator” means the standards, practices, methods and procedures expected from a Reasonable and
Prudent Operator;


 






    	DUBLIB01/FULLERCH/271994.2	- 3 -	Hogan Lovells



     


    

 


“Sublease
Agreement” means the land sublease agreement to be signed between the Parties on or around the date hereof;


 


“Term”
has the meaning given in the Sublease Agreement;


 


“Terminal”
Terminal means the fuel oil and product storage terminal in the Emirate of Fujairah, located near the Port of Fujairah, United Arab Emirates
and any other premises, office, building, tank, and pipeline at which or in which the Operating Services are provided to Blue Ocean in
accordance with this Agreement by the Operator or any third party appointed by the Operator;


 


“Termination
Date” means the date of termination of this Agreement in accordance with Clause 17;


 


“USD”
means the lawful currency for the time being of the United States of America;


 


		1.2	Interpretation



 


		(a)	Unless
                                            the context otherwise requires references:



 


		(i)	to
                                            defined terms are references to the relevant defined term in Clause ‎1.1 of this Agreement;
                                            and



 


		(ii)	to
                                            numbered Clauses and are references to the relevant Clause in this Agreement.



 


		(b)	Words
                                            denoting the singular include the plural meaning and vice versa.



 


		(c)	References
                                            to any statutes or statutory instruments include any statute or statutory instrument amending,
                                            consolidating or replacing them respectively from time to time in force, and references to
                                            a statute include statutory instruments and regulations made pursuant to it.



 


		(d)	Words
                                            importing one gender include both other genders.



 


		(e)	Reference
                                            to a Party shall include, in the context of such Party’s liability, reference to its officers,
                                            employees, agents, representatives and assignees.



 


		2.	Construction
                                            of the Flashing Unit



 


		2.1	Blue
                                            Ocean hereby agrees to construct the Refinery Unit on the land subleased from the Operator
                                            pursuant to the Sublease Agreement.



 


		2.2	Blue
                                            Ocean shall enter into an EPC Contract with a contractor (the “EPC Contractor”)
                                            who shall have relevant experience and expertise with regard to the design and construction
                                            of similar projects in the UAE. The EPC Contractor shall be chosen by Blue Ocean with the
                                            approval of the Operator and shall design, procure, construct and commission the Refinery
                                            Unit in accordance with the specifications agreed by the Operator and Blue Ocean in consultation
                                            with the EPC Contractor.



 


		2.3	Blue
                                            Ocean shall ensure the Refinery Unit is constructed in compliance with all relevant laws,
                                            regulations and international NFPA and UAE adopted standards for safety requirements to accommodate
                                            an initial production capacity of 25,000 barrels per day.



 






    	DUBLIB01/FULLERCH/271994.2	- 4 -	Hogan Lovells



     


    

 


		2.4	All
                                            costs associated with the Refinery Unit including financing, procurement, design, construction,
                                            maintenance, insurances, environmental compliances, permits, approvals, commissioning and
                                            testing shall be payable by and for the account of Blue Ocean.



 


		2.5	Blue
                                            Ocean shall comply with all Applicable Laws in maintaining, servicing and repairing the Refinery
                                            Unit and shall apply its best efforts to ensure it complies with best industry standards
                                            at all times and for the avoidance of doubt, Blue Ocean shall be responsible for all costs
                                            relating to the maintenance, service and repair of the Refinery Unit.



 


		2.6	As
                                            part of the design and construction of the Refinery Unit, the Operator confirms that Blue
                                            Ocean may include within the design a bund wall provided that Blue Ocean agrees to consult
                                            with the Operator over the design and provided further that for the avoidance of doubt, all
                                            costs associated with the construction of a bund wall shall be paid by Blue Ocean.



 


		2.7	In
                                            connection with the commencement of construction of the Refinery Unit, Blue Ocean agrees
                                            to pay the Escrow Amount to the Escrow Agent to be held and released by the Escrow Agent
                                            on the terms set out in the Escrow Agreement which for the avoidance of doubt provides that
                                            the Escrow Amount will be returned to Blue Ocean upon commencement of construction of the
                                            Refinery Unit.



 


		3.	Appointment
                                            and Term



 


		3.1	Blue
                                            Ocean hereby appoints the Operator to perform the Operating Services for the Initial Term.



 


		3.2	Unless
                                            terminated earlier in accordance with Clause ‎17, the Initial Term shall be renewable
                                            for up to three (3) further periods of five (5) years each, having a total of 20 years, upon
                                            the mutual written agreement of the Operator and Blue Ocean prior to the expiry of the Initial
                                            Term (or, following the Initial Term, prior to the expiry of any five year extension agreed
                                            by the Parties).



 


		4.	Operating
                                            Services



 


		4.1	The
                                            Operator shall perform the Operating Services for the exclusive benefit of Blue Ocean in
                                            accordance with Blue Ocean’s Operating Instructions and this Clause ‎4. The Operating
                                            Services shall be provided on a 24/7 365 day a year basis provided that any purely administrative
                                            services will only be provided during normal working hours on Business Days.



 


		4.2	The
                                            Operator shall operate the Refinery Unit:



 


		(a)	in
                                            accordance with the standards of a Reasonable and Prudent Operator;



 


		(b)	in
                                            compliance with all applicable health, safety and environmental requirements and all applicable
                                            laws and regulations;



 


		(c)	as
                                            instructed by Blue Ocean; and



 


		(d)	within
                                            the Operating Envelope.



 


		4.3	The
                                            Operator shall use reasonable endeavours to achieve the Daily Production Plan.



 


		4.4	Blue
                                            Ocean acknowledges that the Operator’s health, safety and environmental obligations in relation
                                            to performance of the Operating Services and operation of the Terminal are a priority. If
                                            the Operator, acting in good faith and as a Reasonable and Prudent Operator, reasonably considers
                                            that it needs to take any urgent action on health, safety or environmental grounds in relation
                                            to the Refinery Unit or its operation, the Operator may suspend the Operating Services, override
                                            the Operating Instructions, and otherwise take such action as it reasonably considers necessary
                                            in the circumstances to rectify, mitigate or deal with the issue without prior consultation
                                            with Blue Ocean. If the Operator exercises the right set out in this Clause ‎4.4 it shall
                                            as soon as possible give Blue Ocean in writing the reasons why it considered such urgent
                                            action to be necessary and full details of all actions taken. In taking any such urgent action
                                            the Operator shall take into account the Operating Instructions and standard operating procedures
                                            of Blue Ocean to the extent reasonably practicable and shall observe Blue Ocean’s emergency
                                            shutdown procedures.



 






    	DUBLIB01/FULLERCH/271994.2	- 5 -	Hogan Lovells



     


    

 


		4.5	Except
                                            in the case of the Operator’s gross negligence or wilful misconduct, the Operator shall have
                                            no liability whatsoever to Blue Ocean for:



 


		(a)	failing
                                            to achieve the Daily Production Plan;



 


		(b)	failing
                                            to operate the Refinery Unit within the Operating Envelope; or



 


		(c)	any
                                            action or intervention taken by the Operator pursuant to Clause ‎4.4.



 


		4.6	Title
in the Crude Oil



 


Title
and risk in Crude Oil and any other feedstock, and processed output oil products at the Refinery shall remain with Blue Ocean.


 


		5.	Operating
Team and Representative



 


		5.1	The
                                            Operator shall appoint such number of personnel as it shall deem appropriate to be responsible
                                            for operating the Refinery Unit and undertaking the Operating Services (the “Operating
                                            Team”) and the Operator shall notify Blue Ocean in writing of their names and contact
                                            details. The Operator shall be entitled by notice in writing to Blue Ocean to change any
                                            members of the Operating Team from time to time.



 


		5.2	Blue
                                            Ocean shall give the Operator [four] months’ prior notice of the date by which the Operator
                                            should ensure the Operating Team is in place.



 


		5.3	Blue
                                            Ocean shall appoint a contractor representative and notify the Operator in writing of their
                                            name and contact details. The contractor representative shall act as a focal point for communication
                                            between Blue Ocean and the Operator and shall be responsible for coordinating issuing the
                                            Operating Instructions and coordinating the Daily Production Plan with the Operator.



 


		6.	Reporting



 


The
Operator shall without delay report to Blue Ocean verbally, and as soon as reasonably possible thereafter in writing:


 


		(a)	any
                                            event that may restrict the operating capacity of the Refinery Unit;



 






    	DUBLIB01/FULLERCH/271994.2	- 6 -	Hogan Lovells



     


    

 


		(b)	any
                                            emergency and/or action it takes under Clause ‎4.4;



 


		(c)	any
                                            environmental or health or safety incident related to the Refinery Unit; and



 


		(d)	any
                                            material breach in security of the Refinery Unit.



 


		7.	Operating
Manuals and Training



 


		7.1	Prior
                                            to the Operational Start Date:



 


		(a)	Blue
                                            Ocean along with the its EPC Contractor shall:



 


		(i)	provide
                                            the Operator with an operating manual for the Refinery Unit which sets out the instructions
                                            for its day-to-day operation, including procedures for emergency shutdown of the Refinery
                                            Unit;



 


		(ii)	define
                                            the Operating Envelope;



 


		(iii)	provide
                                            the Operator with a start-up and commissioning plan for the Refinery Unit, including timeline;
                                            and



 


		(b)	the
                                            Operator shall provide Blue Ocean with all associated Operator policies and procedures necessary
                                            for Blue Ocean to fulfil its obligations under this Agreement and operate the Refinery Unit
                                            safely in compliance with health and safety requirements at the Terminal.



 


		8.	Access
to Refinery Unit Site and Cooperation



 


		8.1	Blue
                                            Ocean shall be entitled to access the Refinery Unit Site at all times necessary to:



 


		(a)	construct,
                                            maintain, service, and repair the Refinery Unit Site; and



 


		(b)	carry
                                            out periodical inspections of the Refinery Unit to assess maintenance requirements,



 


subject
always to Blue Ocean personnel having valid work permits issued by the Operator and any other permits reasonably required by the Operator
to be on the Refinery Unit Site.


 


		8.2	The
                                            Operator shall manage the work permit system for the Refinery Unit Site.



 


		8.3	While
                                            Blue Ocean is at the Terminal performing its various contractual obligations under this Agreement
                                            in relation to the Project, and with a view to ensuring that the overall objectives of the
                                            Project are satisfied and the interfaces between the Refinery Unit and the storage tanks
                                            and the Terminal work efficiently, the Operator shall, in good faith, use reasonable endeavours
                                            to:



 


		(a)	co-ordinate
                                            its own activities with those of Blue Ocean; and



 


		(b)	provide
                                            reasonable cooperation and assistance to Blue Ocean,



 


subject
always to the Operator’s health, safety, environmental and other legal and regulatory requirements taking precedence over any such coordination,
cooperation or assistance rendered to Blue Ocean.


 


		8.4	The
                                            Operator shall use reasonable endeavours not to hinder Blue Ocean in performance of its works
                                            or operations at the Terminal.



 


		9.	Laboratory
Service



 


The
Parties agree that laboratory testing services shall be provided by an independent international inspector to be appointed by mutual
agreement of the Parties provided that any such laboratory testing services shall be conducted off site and not on the Refinery Unit
Site.


 






    	DUBLIB01/FULLERCH/271994.2	- 7 -	Hogan Lovells



     


    

 


		10.	Storage
of Chemicals and Spares



 


		10.1	The
                                            Operator and Blue Ocean have agreed in principle that, subject to Applicable Laws and obtaining
                                            all required approvals, Blue Ocean may store permitted chemicals and spare parts necessary
                                            for the maintenance and operation of the Refinery Unit at the Terminal, and shall use reasonable
                                            endeavours to reach agreement on mutually acceptable terms and conditions for any such storage
                                            arrangement.



 


		10.2	The
                                            Operator’s liability under this Clause ‎10 shall be limited to making space available
                                            and the Operator shall have no liability for the condition or deterioration of any chemicals
                                            or spare parts which are stored.



 


		11.	Soil
Remediation



 


		11.1	If
                                            this Agreement terminates in accordance with Clause ‎17, and pursuant to Clause 18.1(a),
                                            the Operator has required Blue Ocean to dismantle the Refinery Unit, following dismantling
                                            of the Refinery Unit, any soil remediation required to return the soil at the Refinery Unit
                                            Site to the condition it was in prior to the start of construction works as established pursuant
                                            to Clause ‎11.2 which is due to Blue Ocean’s acts, or those of its contractors or subcontractors
                                            (excluding the acts of the Operator, where the Operator is not acting in accordance with
                                            the Operating instructions) will be carried out by the Operator at Blue Ocean’s cost. Provided
                                            that the soil has been properly remediated to the Operator’s reasonable satisfaction, any
                                            subsequent environmental liability arising after the handover of the Refinery Unit Site to
                                            the Operator will henceforth be the Operator’s responsibility.



 


		11.2	The
                                            Operator has provided Blue Ocean with an independent environmental report dated 19 May 2021
                                            (the “First Soil Report”) declaring the current condition of the soil, based
                                            on a soil sampling exercise (a “Soil Sampling Exercise”) at the Refinery
                                            Unit Site. A second independent environmental report (the “Second Soil Report”),
                                            shall be taken on termination of this Agreement to confirm the state of the soil as against
                                            the First Soil Report and whether there is any contamination. If soil contamination is identified
                                            in the Second Soil Report, an additional independent environmental report (the “Third
                                            Soil Report”), also based on a Soil Sampling Exercise, shall be conducted once the soil
                                            remediation obligations pursuant to Clause ‎11.1 have been completed. The Third Soil
                                            Report shall be compared against the First Soil Report and used to determine whether the
                                            soil remediation obligations have been completed as required by Clause ‎11.1. The Operator
                                            shall commission the First Soil Report, the Soil Sampling Exercises, the Second Soil Report
                                            and the Third Soil Report at Blue Ocean’s cost. Such costs must be reasonably and properly
                                            incurred and shall be calculated on a pass-through basis with no additional mark up from
                                            the Operator. If the Second Soil Report shows that any further remediation is required, Blue
                                            Ocean shall procure this is done at its cost and to the Operator’s reasonable satisfaction.



 


		11.3	Blue
                                            Ocean confirm that, as reflected in the First Soil Report, there is no need for there to
                                            be any piling or soil improvement works to be carried out on the Leased Premises in order
                                            to proceed with the construction and operation of the Refinery Unit. If at any point after
                                            the date of this Agreement, Blue Ocean determines that piling or soil improvement works are
                                            required in connection with the construction or operation of the Refinery Unit, then all
                                            such piling or soil improvement works shall be carried out at Blue Ocean’s cost.



 






    	DUBLIB01/FULLERCH/271994.2	- 8 -	Hogan Lovells



     


    

 


		12.	Operating
Fee and Expenses



 


		12.1	During
                                            the Term, the fees payable for the Operating Services (the “Operating Fee”)
                                            shall be xxx per barrel per day to be paid 15 days in advance of each calander month on a
                                            monthly bases through post dated cheques covering each agreed 5 years.



 


		12.2	In
                                            addition to the Operating Fee, within 7 days of a written request from the Operator, Blue
                                            Ocean shall pay to the Operator’s bank account the amount needed by the Operator to
                                            pay or reimburse (as the case maybe) any third party fees and expenses borne by the Operator
                                            (including, in respect of any utilities) in connection with the Operating Services which
                                            should be priorly approved by Blue Ocean.



 


		12.3	Not
                                            later than 20 days after the end of each calendar month, the Operator shall submit to Blue
                                            Ocean an invoice for the Operating Fee in respect of the immediately preceding calendar month.
                                            Blue Ocean shall pay such invoice within 10 days of it being issued (the “Due Date”).
                                            Any Operating Fee due in respect of a partial calendar month shall be charged on a pro rata
                                            basis.



 


		12.4	If
                                            Blue Ocean fails to pay any sum invoiced to which the Operator is properly entitled by the
                                            Due Date interest shall accrue on the unpaid amount both before and after judgment from the
                                            Due Date to the date of payment at the Interest Rate, and such interest shall be payable
                                            in addition. For the purposes of this Clause ‎12.4, “Interest Rate”
                                            means LIBOR plus 2% from the due date until the date on which payment is actually made.



 


		12.5	The
                                            amounts payable to the Operator pursuant to this Clause 12 are exclusive of any Value Added
                                            Tax or other applicable sales tax or duty of any kind.



 


		12.6	If
                                            Blue Ocean is required by law to make a deduction or withholding from any payment, the relevant
                                            sum payable by Blue Ocean shall be increased by an additional amount to the extent necessary
                                            to ensure that, after the making of such deduction or withholding, the Operator receives
                                            and retains (free from any liability in respect of any such deduction or withholding) a net
                                            sum equal to that which it would have received and so retained had no such deduction or withholding
                                            been made or required to be made.



 


		13.	Escalation
Fee



 


The
Operating Fee shall be reviewed every year on the anniversary of the date of this Agreement but may only be varied with the prior consent
of both Parties on an exclusively upwards basis.


 


		14.	Representations
And Warranties



 


		14.1	Each
                                            Party hereby warrants to the other Party that:



 


		(a)	it
                                            is a company duly incorporated and validly existing under the laws of the jurisdiction of
                                            its incorporation;



 


		(b)	it
                                            has the power and authority required to enter into this Agreement and perform fully its obligations
                                            under this Agreement in accordance with its terms;



 


		(c)	this
                                            Agreement is legal, valid and binding on it and is enforceable in accordance with its terms;



 






    	DUBLIB01/FULLERCH/271994.2	- 9 -	Hogan Lovells



     


    

 


		(d)	the
                                            execution and delivery of this Agreement and the performance of its obligations under this
                                            Agreement have been duly authorised by all the necessary corporate actions on the part of
                                            such Party; and



 


		(e)	neither
                                            the entry into this Agreement nor the implementation of the transactions contemplated by
                                            it will result in:



 


		(i)	a
                                            violation or breach of any provision of its statutes, by-laws or other constitutional documents;



 


		(ii)	a
                                            breach of, or give rise to a default under, any contract or other agreement to which it is
                                            a party or by which it is bound; or



 


		(iii)	a
                                            violation or breach of any applicable laws or regulations or of any order, decree or judgment
                                            of any court, governmental agency or regulatory authority applicable to it or any of its
                                            assets.



 


		15.	Indemnity
and Liability



 


		15.1	The
                                            following provisions govern the entire liability of each Party to the other in respect of:



 


		(a)	the
                                            performance, non-performance or mis-performance of its contractual obligations under this
                                            Agreement; and



 


		(b)	any
                                            representation, statement, breach of statutory duty or tortious act or omission including
                                            negligence arising under or in connection with this Agreement,



 


		(c)	save
                                            that any exclusions or limitations shall not apply in the case of:



 


		(i)	fraud
                                            or fraudulent concealment; or



 


		(ii)	death
                                            or personal injury resulting from the negligence of any Party; or



 


		(iii)	wilful
                                            default.



 


		15.2	For
                                            the purposes of this Agreement without prejudice to Clause ‎‎15.1, neither Party
                                            shall under any circumstances whatever be liable to the other, whether in contract, tort
                                            (including negligence) or restitution, or for breach of statutory duty or misrepresentation,
                                            or otherwise, for any Consequential Loss suffered by the other Party that arises under or
                                            in connection with this Agreement.



 


		15.3	Subject
                                            to Clauses 11 and ‎15.1, the total liability of either Party to each other whether under
                                            this Agreement (including under any indemnity) or howsoever arising whether in contract,
                                            tort or otherwise, shall be limited to a maximum of the amount of Operating Fee received
                                            by the Operator under this Agreement and neither Party shall have liability to the other
                                            Party unless the relevant Loss has been caused by the gross negligence or wilful default
                                            of the relevant Party.



 


		15.4	The
                                            Parties acknowledge and agree that prior to bringing a claim under this Agreement to attempt
                                            to recover against the other Party (the “Claimed Party”) whether under this
                                            Agreement or otherwise for any Loss suffered by the claiming Party (the “Claiming
                                            Party”), the Claiming Party shall first seek to recover the Loss from any of the
                                            insurance policies it has, save that nothing in this clause 15.4 shall relieve the Claimed
                                            Party from Its liability to the Claiming Party under this Agreement.



 






    	DUBLIB01/FULLERCH/271994.2	- 10 -	Hogan Lovells



     


    

 


		16.	Insurance
                                            And Loss



 


		16.1	The
                                            insurance coverage in relation to the Refinery Unit and the Operating Service shall be obtained
                                            by the Operator and the Operator shall be responsible for determining the required scope
                                            of such insurance and for paying all insurance premiums.



 


		16.2	In
                                            the event of loss of crude feedstock or Refined Product held at any given point in time in
                                            excess of general market ratios, the Parties shall agree on the appointment of a suitably
                                            qualified third party investigator (the “Expert”)
                                            to determine the cause of such loss and to determine which Party shall be liable for such
                                            loss and under whose insurance policy the loss should be recovered. In the event that the
                                            Parties are unable to agree on the identity of the Expert within a period of 21 days, the
                                            Expert shall be appointed on the application of either Party at any time thereafter to the
                                            International Chamber of Commerce ICC International Centre for ADR in accordance with the
                                            Rules for the Appointment of Experts and Neutrals. The Expert shall determine the proportions
                                            in which the Parties shall share bear the costs of the Expert. For the avoidance of doubt,
                                            it shall be the responsibility of Blue Ocean to insure the crude oil and Refined Product
                                            and it shall be the responsibility of the Operator to insure the Refinery Unit and the Operating
                                            Service.



 


		17.	Termination



 


		17.1	This
                                            Agreement shall terminate on the earlier of:



 


		(a)	termination
                                            of the Sublease Agreement; or



 


		(b)	termination
                                            by Blue Ocean pursuant to Clause ‎17.2; or



 


		(c)	termination
                                            by the Operator pursuant to Clause ‎17.3; or



 


		(d)	termination
                                            by expiration of the Term; or



 


		(e)	termination
                                            due to Force Majeure pursuant to Clause 20.7; or



 


		(f)	termination
                                            by mutual agreement of the Parties.



 


		17.2	Blue
                                            Ocean shall be entitled to terminate this Agreement by written notice to the Operator:



 


		(a)	if
                                            the Operator has committed a material breach under the Agreement and, if such breach is remediable,
                                            has not commenced the taking of any reasonable steps to remedy it within thirty (30) days
                                            after being notified of the same by Blue Ocean and has not remedied the material breach within
                                            sixty (60) days or within any further period as the Parties may mutually agree;



 


		(b)	if
                                            the Operator (i) is declared bankrupt, including a bankruptcy-like event (insolvency, cessation
                                            of payment, judicial settlement, voluntary or involuntary liquidation) or admits in writing
                                            its inability generally to pay its debts as they fall due or becomes subject to postponement
                                            of paying its debts or (ii) seeks or becomes subject to the appointment of an administrator
                                            or other similar official for it or for all or substantially all its assets, or (iii) has
                                            a secured party take possession of all or substantially all its assets or has an attachment
                                            or other legal process levied or enforced on or against all or substantially all its assets
                                            and that secured party maintains possession or that process is not withdrawn dismissed or
                                            discharged, within (30) days)



 



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		17.3	The
                                            Operator shall be entitled to terminate this Agreement by written notice to Blue Ocean:



 


		(a)	if
                                            Blue Ocean fails to make payments of any Operating Fee or expense reimbursement to the Operator
                                            and the Operator has:



 


		(i)	issued
                                            a written notice to Blue Ocean which refers to this Clause ‎17.3(a) (the “first
                                            notice”) stating that such payments are overdue;



 


		(ii)	not
                                            less than 15 Business Days after the date of delivery to Blue Ocean of the first notice,
                                            issued a second written notice to Blue Ocean, which refers to this Clause ‎17.3(a) and
                                            the first notice (the “second notice”), reiterating that such payment is
                                            overdue; and



 


		(iii)	Blue
                                            Ocean fails to make a payment of the relevant amount within 15 Business Days of the date
                                            of delivery to it of the second notice.



 


		(b)	if
                                            Blue Ocean has committed a material breach under the Agreement and, if such breach is remediable,
                                            has not commenced the taking of any reasonable steps to remedy it within thirty (30) days
                                            after being notified of the same by the Operator and has not remedied the Material Breach
                                            within sixty (60) days or within any further period as the Parties may mutually agree; or



 


		(c)	if
                                            Blue Ocean (i) is declared bankrupt, including a bankruptcy-like event (insolvency, cessation
                                            of payment, judicial settlement, voluntary or involuntary liquidation) or admits in writing
                                            its inability generally to pay its debts as they fall due or becomes subject to postponement
                                            of paying its debts or (ii) seeks or becomes subject to the appointment of an administrator
                                            or other similar official for it or for all or substantially all its assets, or (iii) has
                                            a secured party take possession of all or substantially all its assets or has an attachment
                                            or other legal process levied or enforced on or against all or substantially all its assets
                                            and that secured party maintains possession or that process is not withdrawn dismissed or
                                            discharged, within 30 days) or (iv) any analogous event occurs in the jurisdiction where
                                            it is incorporated.



 


		17.4	Notwithstanding
                                            any breach, the other Party may elect to continue to treat this Agreement as in full force
                                            and effect. Failure of either Party to exercise any right hereunder, including the right
                                            to terminate, shall not be deemed a waiver of such right for any continuing or subsequent
                                            default.



 


		18.	Consequences
                                            of Termination



 


		18.1	Upon
                                            the expiry of this Agreement, the following shall apply in accordance with the provisions
                                            stated below:



 


		(a)	If
                                            (i) neither of the options in Clauses ‎18.1(b) and ‎18.1(c) below are exercised or
                                            in case of exercise by the Operator under Clause ‎18.1(b) a price is not agreed prior
                                            to the deadline specified in Clause ‎‎18.1(b), and (ii) where relevant, a sale to
                                            a third party is not agreed in accordance with Clause ‎‎18.1(d) prior to the Termination
                                            Date, Blue Ocean shall surrender the Leased Premises to the Operator within three months
                                            after the Termination date, free and clear of all Liens and plant, property, facilities and
                                            equipment making up the Refining Unit and shall further reinstate the land making up the
                                            Leased Premises to the same condition in which it was originally handed over to Blue Ocean
                                            on the Effective Date, and shall further execute and deliver to the Operator any and all
                                            documents, certificates and approvals from such relevant Governmental Instrumentalities so
                                            as to evidence the satisfaction of the above requirements.



 



    	DUBLIB01/FULLERCH/271994.2	- 12 -	Hogan Lovells



     


    

 


		(b)	Either
                                            Party may in respect of the expiry of this Agreement by notice in writing delivered to the
                                            other Party within 60 days prior to the Termination Date, elect for the purchase by the Operator
                                            from Blue Ocean of all plant, property, facilities and equipment making up the Refining Unit
                                            at such price as may be agreed by the Operator and Blue Ocean by no later than 30 days prior
                                            to the Termination Date provided that if the Operator and Blue Ocean shall fail to reach
                                            agreement as to such price by the Termination Date then the terms of Clause ‎18.1‎‎(c)
                                            shall apply unless Blue Ocean shall elect to proceed in accordance with the terms of Clause
                                            ‎18.1‎(a) ‎instead. If the Parties agree a price in accordance with this Clause
                                            ‎18.1‎(b), such price shall be paid by the Operator to Blue Ocean, within 14 days
                                            of the agreement in respect of such price.



 


		(c)	In
                                            the event that (i) neither Party exercises the option under Clause ‎‎18.1(b) or (ii)
                                            a Party exercises the option under Clause ‎‎18.1(b) but the Operator and Blue Ocean
                                            fail to agree on the price in accordance with Clause ‎‎18.1(b) prior to the Termination
                                            date, then Blue Ocean may identify a third party to acquire the Refining Unit for such price
                                            as Blue Ocean may be able to agree with such third party provided that the identity of the
                                            third party buyer shall require the approval of the Operator and the sale of the Refining
                                            Unit to such third party shall be subject to the novation to the third party of this Agreement
                                            and the Sublease Agreement on terms satisfactory to the Operator and such sale shall be subject
                                            to obtaining the relevant approvals from all relevant Governmental Instrumentalities. If
                                            the identity of the third party is not approved by the Operator or if the terms of the novation
                                            of this Agreement and the Sublease Agreement to the third party cannot be agreed with the
                                            third party and the Operator prior to the termination date, then the terms of Clause ‎‎18.1(a)
                                            shall apply instead.



 


		18.2	Upon
                                            the termination of this Agreement for any reason then Clauses 1,  15.3,  15.3,  18,
                                            19, 22, 23, 26, and 28 shall remain in force and enforceable as
                                            between the Parties.



 


		18.3	Termination
                                            or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities
                                            of the Parties that have accrued up to the date of such termination or expiry.



 


		19.	After
                                            Termination



 


		19.1	Blue
                                            Ocean shall pay to the Operator forthwith on any termination pursuant to Clause  17.1,
                                            an amount equal to the aggregate of any Operating Fee and/or other amounts then due or payable
                                            but unpaid by Blue Ocean under this Agreement;



 


		20.	Force
                                            Majeure



 


		20.1	Any
                                            delays in or failure of performance by either Party shall not constitute default hereunder
                                            or give liability for any claims if and to the extent such delays in or failures of performance
                                            are, without the fault or negligence on the part of the affected Party, caused by Force Majeure.
                                            “Force Majeure” shall mean any event or circumstances, which is not within
                                            the reasonable control of the Party (acting as a Reasonable and Prudent Operator) affected
                                            by the cause and which, by the exercise of diligence, such Party (acting as a Reasonable
                                            and Prudent Operator) is unable to foresee or prevent and may include, but shall not be limited
                                            to:



 


		(a)	war,
                                            hostilities, revolution, riots, insurrection or other civil commotion, acts of terrorism
                                            or sabotage;



 



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		(b)	nuclear
                                            explosion, radioactive, biological or chemical contamination, ionizing radiation, or the
                                            discovery of such contamination or radiation;



 


		(c)	strikes
                                            and/or lockouts except any such action by employees or subcontractors or agents of the Party
                                            claiming Force Majeure;



 


		(d)	any
                                            effect of the natural elements, including lightning, fire, earthquake, sandstorm, flood,
                                            storm, tsunami, cyclone, typhoon or tornado;



 


		(e)	explosion
                                            (other than nuclear explosion or an explosion resulting from an act or war);



 


		(f)	epidemic,
                                            or plague;



 


		(g)	inability
                                            to obtain necessary equipment or materials due to blockade, embargo or sanctions;



 


		(h)	any
                                            act of omission of any competent authority including any refusal to issue, withdrawal, non-renewal
                                            or non-extension of a license, permit or approval; and



 


		(i)	any
                                            exceptionally adverse and unusual (in the context of the usual conditions at the Terminal)
                                            hydrological, hydrogeological, ecological, environmental, geotechnical and/or archaeological
                                            conditions at the Terminal.



 


		20.2	If
                                            either Party is prevented from or delayed in performing any of its obligations under this
                                            Agreement by Force Majeure, such Party shall immediately notify the other Party in writing
                                            of the occurrence of the circumstances constituting Force Majeure. Forthwith upon the Force
                                            Majeure ceasing to have effect, the Party relying upon it shall give written notice thereof
                                            to the other Party.



 


		20.3	The
                                            affected Party shall not be entitled to suspend performance under this Agreement for any
                                            greater scope or longer duration than is required by the Force Majeure or the delay occasioned
                                            thereby. Obligations of the Parties that were required to be completely performed prior to
                                            the occurrence of Force Majeure shall not be excused as a result of such occurrence.



 


The
failure or inability of either Party to satisfy a payment obligation that has arisen under this Agreement shall not be excused by Force
Majeure.


 


		20.4	Neither
                                            Party shall be deemed to be in breach of the Agreement or be liable to the other for any
                                            delay in performance or non-performance of its obligations under the Agreement to the extent
                                            that such delay or non-performance is due to Force Majeure, of which it has notified the
                                            other Party. The Party claiming Force Majeure shall perform and observe its obligations under
                                            the Agreement insofar as the performance and observance thereof are not prevented by Force
                                            Majeure.



 


		20.5	The
                                            Party claiming Force Majeure shall use reasonable efforts to promptly cure the effect of
                                            Force Majeure.



 


		20.6	Where
                                            an event of Force Majeure extends for more than sixty (60) consecutive days, the Party not
                                            affected by the Force Majeure shall have the right to terminate this Agreement by giving
                                            7 calendar days’ written notice to the Party affected by the Force Majeure.



 



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		21.	Transfer
                                            of Refinery Unit / Assignment of Agreement



 


		21.1	Save
                                            as required pursuant to Clause  18.1(a) (where relevant) the Refining Unit shall not
                                            at any time be removed from the Refinery Unit Site whether during or after the Term.



 


		21.2	If
                                            during the Term, Blue Ocean wishes to sell the Refining Unit to any third party, it shall
                                            first offer the Refining Unit to the Operator by notice in writing. If the Parties cannot
                                            agree on the terms of sale of the Refining Unit within a period of sixty (60) days following
                                            the date of the notice sent by Blue Ocean to the Operator then during the subsequent one
                                            hundred and twenty (120) day period, Blue Ocean shall be able to sell the Refining Unit to
                                            a third party provided the following conditions are met:



 


		(a)	the
                                            Operator shall approve the identity of the third party;



 


		(b)	the
                                            third party shall agree to the novation to the third party of this Agreement and the Sublease
                                            Agreement on terms satisfactory to the Operator;



 


		(c)	such
                                            sale shall be subject to obtaining the relevant approvals from all relevant Governmental
                                            Instrumentalities; and



 


		(d)	the
                                            price agreed to be paid to Blue Ocean by the relevant third party shall be more that the
                                            highest price offered by the Operator during the sixty (60) day negotiation referenced above.



 


		21.3	Subject
                                            to Clause 21.4, neither Party shall be entitled to assign its rights and obligations under
                                            this Agreement to any third party without obtaining the prior written consent of the other
                                            Party and provided further that despite any such assignment, the assigning Party shall remain
                                            wholly liable to the other Party for all its obligations and liabilities under this Agreement.



 


		21.4	Notwithstanding
                                            the terms of Clause 21.3, the Operator shall be entitled to sub-contract all or part of the
                                            Operating Services to a sub-contractor or third party operator at its sole discretion.



 


		22.	Publicity
                                            and Confidentiality



 


		22.1	Confidential
                                            Information



 


		(a)	Subject
                                            to the provisions of this Clause 22, each Party agrees to and shall cause its respective
                                            agents, representatives, Affiliates, employees, officers and directors, to treat and hold
                                            as confidential (and not disclose or provide access to any person), all confidential information
                                            received by it relating to the other Party, information relating to the provisions of and
                                            negotiations leading to this Agreement, and all other confidential or proprietary information
                                            with respect to the Terminal.



 


		(b)	A
                                            Party may disclose information which would otherwise be confidential if and to the extent:



 


		(i)	required
                                            by the rules of any stock exchange (for the avoidance of doubt, the Operator’s mother
                                            company is listed on Nasdaq New York, and therefore is required to make certain public disclosures)
                                            or any governmental, regulatory or supervisory body or court of competent jurisdiction to
                                            which the Party making the disclosure is subject;



 


		(ii)	required
                                            by the law of any relevant jurisdiction;



 



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		(iii)	required
                                            by lenders in connection with debt financing arrangements;



 


		(iv)	disclosure
                                            is made to the Affiliates, professional advisers, auditors and bankers of that Party;



 


		(v)	disclosure
                                            is made to bona fide potential purchasers of shares in that Party and the professional advisers
                                            of such bona fide potential purchasers;



 


		(vi)	the
                                            information has come into the public domain through no fault of that Party; or



 


		(vii)	the
                                            other Party has given prior written approval to the disclosure.



 


		(c)	This
                                            Clause 22 and such Clauses of this Agreement as are necessary to permit the enforcement of
                                            this Clause 22 shall continue to apply for two (2) years following the Termination Date.



 


		23.	Notices



 


		23.1	Unless
                                            otherwise provided for herein, all notices to be given or made in connection with the matters
                                            contemplated by this Agreement shall be in writing and shall be delivered personally or sent
                                            by courier or e-mail:



 


In
the case of the Operator to:


 


Brooge
Petroleum and Gas Investment Company FZE


P.O.
Box 50170,


Fujairah
Free Zone


United
Arab Emirates


 


Attention:
Nicolaas Paardenkooper, CEO


E-mail:
nico.paardenkooper@bpgic.com


 


In
the case of Blue Ocean to:


 


Blue
Ocean Energy FZC


PO
Box 51103,


Abu
Dhabi,


United
Arab Emirates


 


Attention:
Mr Kalpesh Kukadia


Email:
contract@bluoenergy.com


 


and
shall be deemed to have been duly given or made served as follows:


 


		(a)	if
                                            personally delivered or sent by courier, upon delivery at the address of the relevant party;
                                            and



 


		(b)	if
                                            sent by e-mail, when such e-mail is marked as sent,



 


provided
that if, in accordance with the above provision, any such notice, demand or other communication would otherwise be deemed to be given
or made on a non-Business Day after 5.00 p.m. at the location of the recipient, such notice, demand or other communication shall be deemed
to be given or made at 9.00 a.m. on the next Business Day at the location of the recipient. Unless the contrary be proven, proof of postage
or delivery shall be proof of service.


 



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		23.2	A
                                            Party may notify the other Party of a change to its name, relevant addressee, address or
                                            e-mail address for the purposes of Clause 23.1 provided that such notification shall only
                                            be effective:



 


		(a)	on
                                            the date specified in the notification as the date on which the change is to take place;
                                            or



 


		(b)	if
                                            no date is specified or the date specified is less than 10 days after the date on which notice
                                            is given, the date falling 10 days after notice of any such change has been given.



 


		24.	Consent
                                            or Waiver



 


No
consent or expressed or implied waiver by a Party to or of any breach of any covenant, condition or duty of the other Party shall be
constructed as a consent or waiver by that Party to or of any other breach of the name or any other covenant condition or duty by that
Party and shall not prejudice in any way the rights powers and remedies of that Party contained in the Agreement.


 


		25.	Severability



 


Should
any part, term or provision of the Agreement be judged illegal or in conflict with any law, by a court of competent jurisdiction, the
validity of the remaining portions or provisions shall not be affected thereby.


 


		26.	Applicable
                                            Law



 


The
Agreement and any dispute, difference, controversy or claim arising out of or relating to this Agreement including the negotiation, existence,
validity, invalidity, enforceability, breach or termination thereof regardless of whether the same shall be regarded as contractual or
not (a “Dispute”), shall be governed by the federal laws of the United Arab Emirates and the laws of the Emirate of
Fujairah.


 


		27.	Notice
                                            of Dispute



 


Any
Party intending to commence proceedings in relation to any Dispute shall give at least 10 Business Days’ prior notice in writing to the
other Party of its intention to do so, explaining the nature of the Dispute and the intended proceedings.


 


		28.	Arbitration



 


		28.1	Any
dispute shall be referred to and finally resolved by arbitration under the DIFC-LCIA Arbitration Centre Rules (the “Rules”)
which (save as modified by this Clause 28) are deemed to be incorporated by reference into this Clause 28.



 


		28.2	The
                                            seat, or legal place, of arbitration shall be the Dubai International Financial Centre, Dubai,
                                            United Arab Emirates.



 


		28.3	The
                                            number of arbitrators shall be three. The claimant shall nominate one arbitrator and the
                                            respondent shall nominate one arbitrator, in each case in accordance with the Rules. The
                                            third arbitrator, who will act as a chairperson of the arbitral tribunal, shall be nominated
                                            jointly by the two co-arbitrators, provided that if the third arbitrator has not been so
                                            nominated within 30 Business Days of the time-limit for service of the response, the third
                                            arbitrator shall be appointed by the DIFC-LCIA Court.



 


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



 



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		29.	General



 


		29.1	A
                                            person who is not a Party shall not acquire any rights pursuant to this Agreement unless
                                            expressly provided for in this Agreement.



 


		29.2	This
                                            Agreement binds and benefits the Parties and their respective successors and assigns.



 


		29.3	No
                                            amendment or modification of this Agreement shall be binding or effective unless executed
                                            in writing by both Parties.



 


		29.4	This
                                            Agreement constitutes the entire agreement between the Parties, and is the complete and exclusive
                                            statement of the Parties’ agreement on the matters contained herein. All prior and contemporaneous
                                            negotiations and agreements between the Parties with respect to the matters contained herein
                                            are superseded by this Agreement. Neither Party has entered into this Agreement on the basis
                                            of any representations and warranties except as expressly set out in this Agreement.



 


		29.5	Nothing
                                            in this Agreement and no action taken by the Parties pursuant to this Agreement shall constitute,
                                            or be deemed to constitute, the formation of a partnership, association, joint venture or
                                            other co-operative entity.



 


		29.6	The
                                            Parties may execute this Agreement in multiple counterparts, each of which constitutes an
                                            original as against the Party that signed it, and both of which together constitute one agreement.
                                            The signatures of both Parties need not appear on the same counterpart. The delivery of signed
                                            counterparts by facsimile or email transmission that includes a copy of the sending Party’s
                                            signature is as effective as signing and delivering the counterpart in person.



 


		29.7	All
                                            correspondence, notices, communications and information, including all manuals and instructions
                                            to be exchanged by the Parties, shall be in the English language, which shall be the working
                                            language for the Operating Services.



 



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In
witness whereof, this Agreement was executed the
day and year first above written.


 


	Signed
    by Nicolaas Paardenkooper, CEO	 	)	/s/ Nicolaas Paardenkooper
	 	 	 	 
	for
    and on behalf of	 	)	 
	 	 	 	 
	Brooge
    Petroleum and Gas Investment Company FZE	 	)	 


 


In
the presence of


 


	 	 
	Name:	 
	Address:	 


  


	Signed by Mr
    Kalpesh Kukadia	 	)	/s/ Mr
    Kalpesh Kukadia
	 	 	 	 
	for and on
    behalf of	 	)	 
	 	 	 	 
	Blue
    Ocean Energy FZC  	 	)	 


 


In
the presence of


 


	 	 
	Name:	 
	Address:	 


 


 


 


	DUBLIB01/FULLERCH/271994.2	- 19 -	Hogan Lovells