Joint Development Agreement for ALASKA LNG The State of Alaska Alaska Gasline Development Corporation W??i?n?i EHSUHE UEUELDPHEHT EURP. And 5 China Petrochemical Corporation ??EEiattl?E/A? 3; CIC Capital Corporation ?F?er CCIC CAPITAL CORPORATION Bank of China Limited November 9, 2017 9 El This Joint Development Agreement for ALASKA LNG is made and entered into this 9th day of November, 2017 (?Effective Date?) by and among: area?atertauwn $201711311?] 9 a 1. The State of Alaska, 3rd Floor, State Capitol, PO Box 110001, Juneau, AK 99811 USA (hereinafter and W??rij??i?l?g, 3rd Floor, State Capitol, PO Box 110001, Juneau, AK 99811 U.S.A. Bat 2. Alaska Gasline Development Corporation, an independent, public corporation of the State of Alaska, Whose address is 3201 Street, Suite 200, Anchorage AK 99503, USA. (hereinafter and 7?91 31 $4336 ?i/Mtiat?tf 3201 Street, Suite 200, Anchorage AK 99503, USA. 3. China Petrochemical Corporation, a state-owned enterprise as established and incorporated under the laws of People?s Republic of China, having of?ce address at: No. 22, Chaoyangmen North Street, Chaoyang District, Beijing, PR. China, (hereinafter and E?t?ttliw??, ?52119? ?/Aihiattif IF Eit?i?i?? 12% 0311;109:113 22 (weave 13175443? We 4. CIC Capital Corporation, a company incorporated and registered under the laws of the People?s Republic of China, and having its office at New Poly Plaza, 1 North Chaoyangmen Street, Dongcheng District, Beijing, China (hereinafter Capital?); and '11 1224\?5?1 $119k El '13 Eit??i?ii? E93 FE 1?1 itktii 1 22 HR 5. Bank of China Limited, a state-owned bank as established and incorporated under the laws of People?s Republic of China, having of?ce address at: 1 FuXingmen Nei Dajie, Beijing, PCOple?s Republic of China, (hereinafter was SOA, AGDC, SINOPEC, CIC Capital and BOC are sometimes hereinafter referred to individually as a "Party" and collectively as "Parties". an em ram? IF aa?rrxraara 1. WHEREAS, The State of Alaska desires to commercialize its North Slope gas resource through the development of infrastructure necessary to deliver gas into local and global markets; SOA 2. WHEREAS, AGDC, on behalf of the State of Alaska, is developing an integrated gas pipeline and lique?ed natural gas project (?Alaska to enable the commercialization of Alaska?s vast stranded North Slope gas resource base, including connections with the 35 ch of proven North Slope resources; ?st?Eli a ?irt 35 Maids? 3. WHEREAS, the potential growth of Natural gas consumption in China is huge, SINOPEC, CIC Capital and BOC have expressed their preliminary interests in the development of Alaska LNG. gt, El was [ft] . The Parties agree to work together to develop the framework to advance Alaska LNG. $73? El . 1. Opportunities for Collaboration in Alaska LNG System 1. System Design. Alaska LNG is designed as a 20 million tonne per year (Mtpa) integrated LNG system comprised of a three train liquefaction facility Plant?) in Southcentral Alaska at Nikiski; an approximately 1,287 kilometer, 1.1 meter diameter gas pipeline (?Gasline?); a gas treatment plant on the North Slope of Alaska and various interconnecting facilities to connect the Prudhoe Bay gas complex to the collectively referred to as the Alaska LNG System (?Alaska LNG System?). ?i?ttifr?? 0?me ?$96229 1287 as. 1.1 3W: ?Edi? 2. Status. The Alaska LNG System has had signi?cant engineering and design work and is in the process of receiving environmental approval. The State of Alaska, through AGDC, is currently the sole owner and developer of the Alaska LNG System and will be deve10ping the system together with one or more strategic partners in LNG consuming countries. am. 3? E1 Elm, SOA (?rst AGDC) antenna 3. Phasing. The Alaska LNG System was designed to be constructed in three phases with each phase being approximately 6.7 Mtpa; the Parties may develop the system in phases. 670 araamaamaa. II. Scope of Work The Parties will work together on the following scope of work to develop the framework to advance Alaska LNG: E1 l?rF?y?EEl?t?: 3 1. Opportunity to offtake seventy-?ve percent of the LNG produced from Alaska LNG for delivery to China at a cost-based and stable price utilizing the bene?ts of strategic ?nancing and investment. 2. Opportunities for strategic ?nancing, as well as customary and international project ?nancing, for a project of this type, and propose ?nancing solutions and advisory support. 3. A transparent and feasible investment model to be approved by relevant regulatory authorities, and the risk-adjusted return being consistent with Parties? internal requirement, especially for CAPEX, OPEX, cost overrun, certainty of gas supply, and completion risk. 4. Potential for Sinopec?s involvement in engineering, procurement, construction, and project management opportunities and in the overall development of the Alaska LNG System (including, but not limited to, progressing detailed engineering and design work, procurement of equipment and facilities, modular fabrication, construction activities, project management). 5. The parties will use reasonable efforts to work on the following during the period between Effective Date and 31 May 2018 (?Framework Period?): 2018 ?5 5 31 a. Determine the likely disposition in China of the seventy-?ve percent of Alaska LNG long-term supply to markets. b. Identify the ability for Sinopec to engage in aspects of engineering and construction. 4 0. Develop the general framework and indicative pricing for potential and customary strategic ?nancing and international project ?nancing for Alaska LNG. d. Explore the feasibility for each Party to invest in Alaska LNG. 6. The Parties shall use reasonable efforts to conclude any de?nitive agreements based on the decisions reached during the Framework Period by 31 December 2018. Term This JDA shall take effect upon execution by all Parties and shall expire on December 31, 2018, unless extended by mutual written agreement of the Parties. Any Party may by notice to the other Parties terminate this JDA with immediate effect. 31 Ba] IV. Nature of this Agreement Except for sections IV, V, VI and VII, this DA does not bind any Party to enter into any agreement nor create any legally binding obligations on any Party and is not intended by any Party to be undertaken on an exclusive basis during the term of this JDA. No Party shall be restricted from undertaking any such or similar business activities in connection with the matters set out in this DA. Each Party hereto shall be entitled to terminate negotiations and/0r discussions relating to subject matters hereof without being liable to any other Party. V. Costs araam Each Party will pay the costs and expenses incurred by it in connection with the negotiation and entering into this JDA and completion of legally binding documentation for any opportunities agreed to be proceeded by the Parties. For the avoidance of doubt, this section shall not apply to any costs and expenses in connection with any ?nancing in respect of Alaska LNG, which will be subject to further agreement. VI. Con?dentiality Each Party shall treat the content of this JDA as con?dential information (including the contents of any discussions, meetings and negotiations between the Parties hereto in connection with this JDA) and shall not disclose such con?dential information to any person other than their respective directors, employees or professional advisers who need to know such information for the purpose of implementing this IDA and who have agreed to or are otherwise obligated to keep such information con?dential and not to disclose the same to any other person or entity unless otherwise required by applicable laws and regulations, and other than as required by applicable laws, regulations and listing rules of relevant stock exchanges. 6 Jo VII. Dispute Resolution The Parties will resolve any disputes arising out of or in relation to this JDA through negotiations among the designated representatives of each of the Parties with authority to settle the relevant dispute. This DA is written in both Chinese and English and both shall have equal force and effect. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. The State of Alaska Alaska Gasline Development Corporation Byl?$: Namel??: Bill Walker Title/R 5-: Governor/N -K Date/E November 9, 2017 2017 1] 9 Date/B 15: November 9, 2017 Title/R 5-: President/$? China Petrochemical Corporation CIC Capital Corporation easemzemo? Zuni-i Dwighm 7? a Name/?58: Namel??: Hil??l Title/E151 president/.13 Title/ma}: Vice Channel/mine Date/E! 111: November 9, 2017 2017 5F 11 9 a Date/E m: November 9,2017 2017 51-11 9 a Bank of China Limited Byl??l?: \t 7 mama? Chaimamiwk DatelE 10: November 9, 2017 Note: Blocked out for privacy