Executive Consulting Agreement - Earl W. McNiel



 Exhibit 10.47 
 EXECUTIVE CONSULTING AGREEMENT 
 THIS CONSULTING AGREEMENT (this
“Agreement”) is executed effective as of March 1, 2012 (the “Effective Date”), by and between CAMAC Energy Inc., a Delaware corporation (“Company”), and Earl W. McNiel (
“Consultant”). 
 R E C I T A L S: 

WHEREAS, Company desires to engage Consultant as Interim Chief Financial Officer; and 

WHEREAS, in consideration of such engagement by Company and subject to the terms and conditions of this Agreement, Consultant desires to
perform such services for Company as set forth herein; 
 NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the sufficiency of which is acknowledged by the parties hereto, Company and Consultant hereby agree as follows: 
 1. Duties. Company hereby retains Consultant effective as of the Effective Date as Interim Chief Financial Officer on a full-time basis. Consultant shall perform the duties customarily
related to the position of Chief Financial Officer in a U.S. publicly-listed company engaged in the exploration and production of petroleum, and as may be determined and assigned by the CEO from time to time or as may be required by Company’s
constituent instruments, including its certificate or articles of incorporation, bylaws and its corporate governance, each as amended or modified from time to time, and by applicable law, including the Delaware General Corporation Law
(“DGCL”). Consultant hereby accepts such engagement by Company and agrees to devote his skills and efforts to the performance of his duties. 
 2. Compensation. As consideration for the services to be rendered by Consultant pursuant hereto, Company shall pay Consultant an amount equal to $24,167 per month, payable on the last
business day of each month. Consultant will be responsible for any applicable federal or other taxes on amounts paid to Consultant hereunder. 
 3.Term. The term for providing consulting services hereunder shall commence on the Effective Date and shall continue until June 30, 2012 (the “Term”). Upon
written notice at any time prior to the end of the Term, Company may at its sole discretion extend this Agreement for a period of two additional months, through August 31, 2012, upon the terms and subject to the conditions hereof. The parties
may further extend the Term upon such terms as they may mutually agree. 
 4. Expenses; Reimbursement.
Company and Consultant agree that Consultant shall be entitled to reimbursement for any reasonable, documented expenses which are incurred directly or otherwise in connection with the consulting duties hereunder, to the extent such expenses are
submitted in accordance with Company’s normal expense reimbursement procedure. 







 5. Insurance and Other Benefits. During the Term, Consultant shall not be
entitled to receive medical or dental insurance, or the benefit of other similar health and welfare policies or insurances. Notwithstanding the foregoing, Consultant shall accrue vacation at a rate of 1.67 days per month, which vacation can be taken
in accordance with Company’s normal policies and procedures. 
 6. Incentive Award. Upon achievement on or
before the end of the Term, including any extension thereof, of certain tasks and milestones as may be established by the Board of Directors and/or the CEO, Consultant will be considered for an equity incentive award on such terms as may be
established by the Board in its sole discretion. 
 7. Conflicts of Interest; Compliance With Law. Consultant
covenants and agrees that he will not accept and has not received any payments, gifts or promises and he will not engage in any employment or business enterprises that in any way conflict with his service and the interests of Company or its
affiliates. In addition, Consultant agrees to comply with the laws or regulations of any country, including, without limitation, the United States of America, having jurisdiction over Consultant, Company or any of Company’s subsidiaries.
Further, Consultant shall not make any payments, loans, gifts or promises or offers of payments, loans or gifts, directly or indirectly, to or for the use or benefit of any official or employee of any government or to any other person if Consultant
knows, or has reason to believe, that any part of such payments, loans or gifts, or promise or offer, would violate the laws or regulations of any country, including, without limitation, the United States of America, having jurisdiction over Company
or any of Company’s subsidiaries. By signing this Agreement, Consultant acknowledges that Consultant has not made and will not make any payments, loans, gifts, promises of payments, loans or gifts to or for the use or benefit of any official or
employee of any government or to any other person which would violate the laws or regulations of any country, including, without limitation, the United States of America, having jurisdiction over Consultant, Company or any of Company’s
subsidiaries. 
 8. Independent Contractor Relationship Between Parties. Consultant is retained and engaged by
Company for the purposes and to the extent set forth in this Agreement, and his relation to Company shall during the Term be that of an independent contractor. Nothing herein shall be construed to constitute Consultant as an employee or agent of
Company. 
 9. Indemnification. Company shall indemnify and hold harmless Consultant to the full extent allowed by
the DGCL from any expense and all judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with any services hereunder or in his capacity as a consultant as contemplated
hereby, except for any judgment, penalty or fine based on and arising out of his gross negligence or willful misconduct. 

10. Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto relating to the matters
contained herein, superseding all prior contracts or agreements, whether oral or written, except as otherwise provided herein. 

  
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 11. Non-Waiver. The failure of either party to exercise any of its rights
under this Agreement for a breach thereof shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach. 
 12. Notices. All notices, requests or consents given pursuant to this Agreement shall be in writing delivered by courier, U.S. mail or facsimile to Company’s principal address in
Houston, Texas or to Consultant’s address as provided by Consultant, as the case may be, unless otherwise changed by a party by written notice to the other party. 
 13. Amendment. This Agreement may only be amended by a written instrument captioned on its face as an “Amendment” hereto and duly executed by Company and by Consultant 

14. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF TEXAS WITHOUT REGARD TO ITS CONFLICTS OF LAW RULES. 
 15. Severability. If any provision of this Agreement
shall be found by a court of competent jurisdiction to be invalid or unenforceable to any extent, such provision shall be enforced to the maximum extent possible and the remainder of this Agreement shall not be affected thereby. 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple
counterparts, each of which shall be an original for all purposes, effective as of the Effective Date first above written. 
  

					
	Company:
	
	CAMAC ENERGY INC.
		
	By: 	 	/s/ Nicolas J. Evanoff
		 	Name:	 	Nicolas J. Evanoff
		 	Title:	 	 Senior Vice President, General Counsel & Secretary

	
	CONSULTANT:
		
	By: 	 	/s/ Earl W. McNiel
		 	Earl W. McNiel



  
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