MEMORANDUM OF AGREEMENT

BETWEEN

CRITERION NIGERIA LIMITED

AND

GLOBAL SPECTRUM ENERGY SERVICE PLC

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 Memorandum of Agreement (MOA)
This MOA is made and entered into as of 28th day of June, 2016 by and between
CRITERION NIGERIA LIMITED, a limited liability company incorporated under
the laws of the Federal Republic of Nigeria with its registered office at, Plot 16, Mini
Ezekwu Street, Rumuogba, Port Harcourt, Rivers State (hereinafter called "
CRITERION "),

AND

GLOBAL SPECTRUM ENERGY SERVICES PLC, with its registered office at No. 49,
Chris Maduike Street, Lekki Phase 1, Lagos (hereinafter called "GLOBAL
SPECTRUM"),

Collectively (hereinafter called the “PARTIES”). This MOA refers strictly to the
provision of Fast Support Intervention Vessels (FSIV), Offshore Tug
vessels, PSV, OIMR vessels, Accommodation vessels, in support of Global
Spectrum Offshore Support Vessel (OSV) and maritime services in Nigeria.

WHEREAS

 CRITERION is a Nigerian company providing: marine vessels operation,

engineering, procurement and construction services in the Infrastructure,
Energy, Petrochemical, Refinery, Oil & Gas industries.

 GLOBAL SPECTRUM is a Nigerian marine vessels operation, management

and transport company providing services in the Oil & Gas industries.

 CRITERION and SPECTRUM, have decided to form this partnership for the
purpose of giving support to each other thereby drawing upon each other’s
expertise, capabilities and strengths for mutual benefits to the parties.

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This MoA does not obligate any party to make any payments or incur any expenses
except those that each separate party deems necessary in the pursuit of the
subject projects. No party shall be obligated to pay the others any money because
of this MoA – any such commitments would be covered by a separate agreement.

In consideration of the benefits to be derived hereunder, the parties hereby agree

as follows:

1.0 RESPONSIBILITIES

CRITERION’s responsibilities include:

a) Overall primary responsibility for the Project Execution;
b) Preparation of technical and cost proposals for the Project;
c) Identification in the Project of the responsibility of the parties for the
performance of work associated with the Project;
d) Procurement Contractor Supplied Materials and management of
Company Supplied Materials;
e) Government and Community Relations, Nigerian Content Compliance,
Insurances and Taxes administration;
f) Project Management Team Leader.

GLOBAL SPECTRUM’s responsibilities include:

a) Provision of Fast Support Intervention Vessels (FSIV) for Project
Execution;
b) Equipment, Personnel & Materials Transportation during the Project
Execution;

2.0 OBLIGATIONS AND CONFIDENTIAL INFORMATION

2.1 All data and information received by a PARTY shall be kept strictly
confidential and shall not be revealed to third parties without prior written
consent thereto.
2.2 No party is authorized to alter any brochures, letters, documents of any
kind, logos, or any other marketing, or any other documents that may be
used to represent either party without written consent from the other party.

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2.3 Without exception, the parties are required to obtain the approval of the
other party for any documents/brochures being used to represent the
other party prior to their utilization or disclosure to any third party.
2.4 No party shall use the name of the other nor any written materials
concerning the other in connection with any project except for the one
covered by this agreement, unless by the express written request and
acceptance of all parties. The agreement does not give either party the
authority to act on behalf of the other in any other matters including, but
not limited to, signing of legal documents, except as expressly permitted in
writing by the parties. No party shall be responsible in any way for any
obligation or liability incurred or assumed by the other party. The parties
state that they are now and hereby agree that they will continue during the
life of this agreement to be independent companies within the meaning
and requirement of any laws or customs of Nigeria and Texas. No party
shall in any way be deemed to be employed or controlled by the other
party.
2.5 The parties recognize that they may come into possession of proprietary
information, trade secrets, know-how, or data of various kinds pertaining to
each other’s business, any and all of which may deem to be of a
confidential nature. The parties agree that they shall maintain any
information disclosed hereunder in confidence so long as this Agreement
is in effect. Furthermore, the parties agree that they shall maintain any
information disclosed by hereunder in confidence for a period of Five (5)
years following the expiration or termination of this Agreement. The
parties further agree that they shall cause their employees, agents and
representatives having access to such information to maintain in
confidence such information for the same period of time.
2.6 The parties agree to safeguard as confidential all price books, customer
lists, quotations, discount sheets, and engineering data, in any form, and
will not permit their use in any way that would be detrimental. The parties
further agree to surrender all confidential data either on request or on
expiration or termination of this Agreement, and will not retain copies or
memoranda of said information in any form whatsoever.

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3.0 TERM AND SEVERABILITY

3.1 This MOA shall be effective from the date that first appears above for a
period of four (4) years unless terminated by either Party in accordance
with the termination provision hereunder.
3.2 This agreement shall be exclusive with respect to projects covered under
its scope. Any party shall have the option to pursue and execute projects
covered under the scope of this agreement with other partners ONLY if the
client has dictated that other partners must be used.
3.3 If any of the terms of this agreement are held by any court with jurisdiction
to be invalid, then the parties agree that the agreement shall be construed
as if it did not contain the portion(s) deemed invalid.

4.0 TERMINATION

4.1 This MOA may be terminated at any time either upon giving any Party not
less than thirty (30) days written notice of termination.
4.2 The termination of this agreement for any reason shall in no way release
or discharge the parties from their obligations hereunder as set forth in
Item 2.0.
4.3 No party to this Agreement shall assign any rights hereunder without the
prior written consent of the others to this Agreement.

5.0 INDIVIDUAL AND COLLECTIVE RESPONSIBILITY

The parties are individually and collectively responsible to the Client

during the Project Execution.

6.0 NOTICES AND DISPUTE RESOLUTION

6.1 In the event of any dispute, controversy or claim arising under or relating
to the Agreement, the parties shall negotiate in good faith to resolve such
dispute. If the parties are unable to resolve such dispute within 45 days

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 from the date the dispute arose, the items or issues in dispute will be
exclusively and finally determined by a binding arbitration panel
constituted by the parties on mutual Agreement. If the parties are unable
to agree on the makeup of the arbitration panel, then an Arbitrator shall be
appointed by the Lagos State Alternative Dispute Resolution House. The
expenses of arbitration including fees of the impartial arbitrators shall be
apportioned equally between the parties to the dispute. Each party shall
be wholly responsible for its own attorney’s fee and witness costs. The
parties agree that all dispute resolution, legal issues and cases arising
under and from this Agreement will be resolved, filed, heard, and decided
under English law. It is furthermore agreed that any arbitration undertaken
with respect to this agreement will be carried out in the City of Lagos,
Lagos State unless otherwise agreed by the parties.
6.2 All notices and other communications provided for in this MOA shall be in
writing and shall be deemed properly delivered when delivered in person
to an authorized representative of the other Party or sent by mail or
facsimile to the Parties at the addresses for each party above.

IN WITNESS WHEREOF, each Party has caused this MOA to be executed in

duplicate, each of which shall be considered an original, by their respective officers
thereunto duly authorized as of the date first written above.

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For and on behalf of:
CRITERION NIGERIA LIMITED

Sign: _______________________________
Name: _______________________________
Title: _______________________________

For and on behalf of

GLOBAL SPECTRUM ENERGY SERVICES PLC

Sign: _______________________________
Name: _______________________________
Title: _______________________________

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