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AMENDING AGREEMENT

FOR THE

JOINT OIL BLOCK EXPLORATION

AND PRODUCTION SHARING AGREEMENT

THIS AMENDING AGREEMENT ("Amending Agreement") is made and effective as of

December 24, 2012 by and between:

JOINT EXPLORATION, EXPLOITATION AND

PETROLEUM SERVICES COMPANY ("Joint Oil")

and

SONDE RESOURCES CORP. ("SRC")

(Joint Oil and SRC may be referred to individually

as a "Party" and collectively as "Parties".)

WHEREAS Joint Oil and Canadian Superior Energy Inc. were the original parties to the

Exploration and Production Sharing Agreement for the "Joint Oil Block" made on the 27th of August,

2008, as amended, (the "EPSA"); and

WHEREAS SRC was formerly known as Canadian Superior Energy Inc.; and

WHEREAS Joint Oil and SRC wish to make certain amendments to the EPSA.

NOW THEREFORE the Parties agree as follows:

1.



Definitions



Capitalized terms and expressions that are used in this Amending Agreement, but are not

expressly defined herein, shall have the same meanings as were ascribed thereto in the EPSA.

2.



Second Phase of Exploration Period



Notwithstanding sections 12.2.2 and 12.2.3 and Exhibit B of the EPSA, Joint Oil and SRC hereby

agree that:

(a)



SRC shall be deemed to have completed the Exploration Program prior to the end of the first

phase of the Exploration Period, including for the purposes of section 12.3.1 of the EPSA;



(b)



SRC shall be deemed to have notified Joint Oil that SRC wishes to enter the second phase of the

Exploration Period as contemplated in section 12.2.3 of the EPSA; and



(c)



the work program attached as Exhibit 1 to this Amending Agreement shall be the Work Program

in respect of the second phase of the Exploration Period ("Second Phase Work Program") and,

as a consequence of such agreement; the Exploration Period is extended into the second phase.



-23.



Termination for Non-Fulfillment of the Second Phase Work Program



(a)



Joint Oil shall have the right to terminate the EPSA upon written notice to SRC in the event that

SRC fails to complete any segment of the Second Phase Work Program as designated in Exhibit 1

of this Amending Agreement within the applicable period as set forth in Exhibit 1 of this

Amending Agreement and thereafter fails to pay the liquidated damages specified in Exhibit 1 of

this Amending Agreement for such segment of the Second Phase Work Program within forty-five

days after the end of the period in which such segment was to be completed. Upon such a

termination of the EPSA, any and all rights and interests in respect of the Contract Area,

including those portions of the Contract Area that have been as of the time of such termination

designated as Exploitation Areas, shall terminate.



(b)



Upon a termination of the EPSA as provided in paragraph 3(a), SRC shall also become liable to

pay to Joint Oil the liquidated damages specified in Exhibit 1 of this Amending Agreement for

each other segment of the Second Phase Work Program that had not been completed as of the

date of such termination, including any such segments that had not yet been commenced as of the

date of such termination.



(c)



The foregoing rights and remedies in this paragraph 3 shall be available to Joint Oil

notwithstanding the cause of any such failure, including without limitation, rig availability,

tendering obstacles, financial capacity (or lack thereof) or technical difficulties encountered by

SRC, including in respect of carbon dioxide content of formations within the Contract Area.



(d)



For greater clarity, it is the Parties' intent that during the second phase of the Exploration Period

SRC will drill three new field wildcat ("NFW") wells within the Contract Area or pay the

applicable liquidated damages in lieu of drilling any of those NFW wells, as more fully described

below in this paragraph. Accordingly, the Parties agree that for each segment of the Second

Phase Work Program the following shall apply:

(i)



Segment no. 1:

If an NFW well has not been drilled in the "Faisal" Prospect in Sub-Contract Area "A" as

described in Exhibit "A" to the EPSA by December 23, 2013, SRC shall pay to Joint Oil

the sum of USD 15 Million within forty-five (45) days after December 23, 2013. If such

amount is duly and timely paid by SRC, SRC will be deemed to have fulfilled its

obligations during segment 1, and may proceed to segment 2, of the Second Phase Work

Program. If such amount is payable by SRC, but SRC fails to pay such amount in full

within forty-five days after December 23, 2013, then in addition to and without affecting

SRC's obligation to pay such amount, Joint Oil shall have the right to terminate the EPSA

upon written notice to SRC. Upon such a termination of the EPSA, any and all rights and

interests of SRC under the EPSA or in respect of the Contract Area, including those

portions of the Contract Area that have been as of the time of such termination designated

as Exploitation Areas under the EPSA, shall terminate and revert to Joint Oil and SRC

shall pay to Joint Oil the sum of USD 30 Million as the liquidated damages payable in

respect of the remaining two segments of the Second Phase Work Program within fortyfive (45) days after such termination.



-3(ii)



Segment no. 2:

If an NFW well has not been drilled in the "Siraj" Prospect in Sub-Contract Area "A"

(which, for avoidance of doubt, is not an NFW well drilled during a prior segment of the

of the Second Phase Work Program) or in the "Hadaf" Prospect in Sub-Contract Area "B"

as described in Exhibit "A" to the EPSA by December 23, 2014, SRC shall pay to Joint

Oil the sum of USD 15 Million within forty-five (45) days after December 23, 2014. If

such amount is duly and timely paid by SRC, SRC will be deemed to have fulfilled its

obligations during segment 2, and may proceed to segment 3, of the Second Phase Work

Program. If such amount is payable by SRC, but SRC fails to pay such amount in full

within forty-five days after December 23, 2014, then in addition to and without affecting

SRC's obligation to pay such amount, Joint Oil shall have the right to terminate the EPSA

upon written notice to SRC. Upon such a termination of the EPSA, any and all rights and

interests of SRC under the EPSA or in respect of the Contract Area, including those

portions of the Contract Area that have been as of the time of such termination designated

as Exploitation Areas, shall terminate and revert to Joint Oil and SRC shall pay to Joint

Oil the sum of USD 15 Million as the liquidated damages payable in respect of the

remaining segment of the Second Phase Work Program within forty-five (45) days after

such termination.



(iii)



Segment no. 3:

If an NFW well has not been drilled in the "Siraj Prospect in Sub-Contract Area "A"

(which, for avoidance of doubt, is not an NFW well drilled during a prior segment of the

of the Second Phase Work Program) or the "Hadaf" Prospect in Sub-Contract Area "B"

as described in Exhibit "A" to the EPSA or in another location as agreed by the parties, as

the case may be, by December 23, 2015, SRC shall pay to Joint Oil the sum of USD 15

Million within forty-five (45) days after December 23, 2015. If such amount is duly and

timely paid by SRC, SRC will be deemed to have fulfilled its obligations during

segment 3 of the Second Phase Work Program. If such amount is payable by SRC, but

SRC fails to pay such amount in full within forty-five days after December 23, 2015, then

in addition to and without affecting SRC's obligation to pay such amount, Joint Oil shall

have the right to terminate the EPSA upon written notice to SRC. Upon such a

termination of the EPSA, any and all rights and interests of SRC under the EPSA or in

respect of the Contract Area, including those portions of the Contract Area that have been

as of the time of such termination designated as Exploitation Areas, shall terminate and

revert to Joint Oil.



(iv)



At the end of the second phase of the Exploration Period the following shall apply:

(A)



If SRC drilled one or more wells during the second phase of the Exploration

Period and no Commercial Discovery has been made; or if SRC paid the

applicable liquidated damages amount in respect of each segment of the Second

Phase Work Program; as the case may be, then the entire Contract Area, except

for those portions of the Contract Area that had been designated as Exploitation

Areas as of such time, shall be relinquished by SRC effective as of the end of the

second phase of the Exploration Period.



-4(B)



If SRC drilled one or more wells during the second phase of the Exploration

Period and a Commercial Discovery has been made, then articles 13 and 14 of

the EPSA shall be applicable and the entire Contract Area, except for those

portions of the Contract Area that had been designated as Exploitation Areas as

of such time or that are relevant to such Commercial Discoveries, shall be

relinquished by SRC effective as of the end of the second phase of the

Exploration Period.



4.



SRC Guarantees



(a)



In order to secure and support its obligations under paragraph 3 hereof and section 12.3 of the

EPSA, SRC shall comply with the following:

(i)



Prior to the commencement of the first segment of the Second Phase Work Program as

designated in Exhibit 1 hereto, SRC shall deliver to Joint Oil a corporate guarantee that is

in substantially the form set forth in Exhibit 2 hereof. Such corporate guarantee shall

have a maximum guaranteed amount equal to US$45 million on issuance, reducing to:

US$30 million at the completion of the first segment of the Second Phase Work Program;

and US$15 million at the completion of the second segment of the Second Phase Work

Program; and terminating upon the completion of the Second Phase Work Program.



(ii)



If at any time prior to the completion of all segments of the Second Phase Work Program

SRC becomes bankrupt or insolvent or seeks protection from its creditors generally, then

Joint Oil may terminate the EPSA on seven (7) business days notice to SRC unless SRC

provides Joint Oil with a bank guarantee that is:

(A)



in substantially the form set forth in Exhibit 3 hereto;



(B)



in an amount equal to the total amount of liquidated damages for which SRC may

become liable under the EPSA and this Amending Agreement in respect of all

segments of the Second Phase Work Program that were not completed as of the

time at which the bank guarantee is to be issued; and



(C)



issued by a bank or other financial institution that is satisfactory to Joint Oil

acting reasonably;



within such seven (7) business day period and shall ensure that such bank guarantee (or

any replacement or renewal thereof that is in the same form and amount) is available for

drawing by Joint Oil up to the full amount thereof until the completion of all segments of

the Second Phase Work Program.



-5(b)



If the bank guarantee provided by SRC pursuant to subparagraph 4(a) (ii) hereof expires,

terminates or is otherwise not available for drawing in full prior to the completion of all segments

of the Second Phase Work Program, then Joint Oil may terminate the EPSA on seven (7) business

days notice to SRC unless SRC provides Joint Oil with a replacement bank guarantee in the

appropriate form and amount within such seven (7) business day period. SRC's obligation to pay

the liquidated damages specified in Exhibit 1 hereto shall not be affected by any termination of

the EPSA. Joint Oil and SRC acknowledge and agree that, in the event that any such liquidated

damages are payable, Joint Oil shall not be limited to recourse under any bank guarantee or the

corporate guarantee provided by or on behalf of SRC as contemplated above and are in addition

to all rights and remedies that Joint Oil may have at law or in equity in order to enforce payment

of such amounts.



5.



Miscellaneous



Joint Oil and SRC agree that the provisions of articles 25, 27 and 32 of the EPSA are

incorporated into, and shall apply to, this Amending Agreement and the matters contemplated herein.

6.



Ratification and Affirmation



Subject to the amendments to the EPSA specified in paragraphs 2 through 5 of this Amending

Agreement, the EPSA shall remain in full force and effect and is hereby ratified and affirmed by the

Parties.

7.



Counterpart Execution



This Amending Agreement may be executed in any number of counterparts with the same effect

as if all signatories to the counterparts had signed one document. All such counterparts shall together

constitute and be construed as one instrument. For the avoidance of doubt, any signed counterpart

provided by facsimile transmission or other electronic means shall be binding on the Parties to the same

extent as an originally signed counterpart.

[The balance of this page is intentionally left blank. The execution page follows this page.]



-6-



IN WITNESS WHEREOF the Parties have executed this Amending Agreement as of the date

first written above.

JOINT EXPLORATION, EXPLOITATION

AND PETROLEUM SERVICES COMPANY



Per: /S/ Dr. Waniss Otman

,

General Manager



SONDE RESOURCES CORP.



Per: /S/ Jack W. Schanck

Jack W. Schanck

Chief Executive Officer



Exhibit : Page 1 of 1

EXHIBIT 1

SECOND PHASE WORK PROGRAM

Second

Phase

Work

Program

Segment

1.



2.



3.



Second Phase of

the Exploration

Period (EPSA

clause 12.2.1)



Minimum Exploration

Program for the

Exploration Period (EPSA

Exhibit "B")



Beginning

December 24,

2012

to

December

23,

2013



Acquiring 3D seismic (200

km2)



"Hadaf" Structure in Sub-Contract

Area "B".



Q2, 2013.



Purchasing drilling

materials and signing

drilling services contracts.



First NFW well: "Faisal" Prospect in

Sub-Contract Area "A".



Q2, 2013.



Drilling one new field

wildcat ("NFW") well.



First NFW well: "Faisal" Prospect in

Sub-Contract Area "A".



Q3, 2013.



Purchasing drilling

materials and signing

drilling services contracts.



Second NFW well: "Siraj" Prospect in

Sub-Contract Area "A" or "Hadaf"

Prospect in Sub-Contract Area "B" (if

it is drillable location).



Q2, 2014.



Drilling one NFW well.



Second NFW well: "Siraj" Prospect in

Sub-Contract Area "A" or "Hadaf"

Prospect in Sub-Contract Area "B" (if

it is drillable location).



Q3, 2014.



Purchasing drilling

materials and signing

drilling services contracts.



Third NFW well: "Siraj" Prospect in

Sub-Contract Area "A" or "Hadaf"

Prospect in Sub-Contract Area "B" (if

it is drillable location) or any other

agreed upon location.



Q2, 2015.



Drilling one NFW well.



Third NFW well: "Siraj" Prospect in

Sub-Contract Area "A" or "Hadaf"

Prospect in Sub-Contract Area "B" (if

it is drillable location) or any other

agreed upon location.



Q3, 2015.



From December

24,

2013

to

December

23,

2014



From December

24, 2014 to

December 23,

2015.



Area of Work Program in the "Joint

Oil" Block (EPSA Exhibit "A")



Second Phase Work

Program

Commencement

Period



Liquidated Damages in Case of

Non-Fulfillment of Minimum

Exploration Program (EPSA

clause 12.3)



Corporate

Guarantee

Amount (EPSA

Exhibit "D2")



Right of Termination



USD 45 Million



If SRC fails to duly provide

Joint Oil with the payment of

the USD 15 Million as a

consequence of SRC's failure to

drill the first NFW well in the

Fiscal Prospect by December

23, 2013.



USD 30 Million



If SRC fails to duly provide

Joint Oil with the payment of

the USD 15 Million as a

consequence of SRC's failure to

drill the second NFW well in

the Siraj Prospect or in the

Hadaf Prospect (if it is drillable

location) by December 23

2014.



USD 15 Million



If SRC fails to duly provide

Joint Oil with the payment of

the USD 15 Million as a

consequence of SRC's failure to

drill the third NFW well in the

Siraj Prospect or in the Hadaf

Prospect (if it is drillable

location) or any other agreed

upon location by the December

23, 2015.



USD 15 Million to be paid at yearend 2013 if Faisal NFW well not

drilled by end of Segment 1

(December 23, 2013).



USD 15 Million to be paid at yearend 2014 if Siraj NFW well or

Hadaf NFW well not drilled by end

of Segment 2 (December 23, 2014).



USD 15 Million to be paid at yearend 2015 if Siraj NFW well or

Hadaf NFW well (if it is drillable

location) or any other agreed upon

location not drilled by end of

Segment 3 (December 23, 2015).



(EPSA 29.1)



Exhibit 2: Page 1 of 4

EXHIBIT 2

FORM OF CORPORATE GUARANTEE



GUARANTEE

FROM:



Sonde Resource Corp.

Suite 3200

500 - 4th Avenue S.W.

Calgary, Alberta, Canada T2P 2V6

Attention: Chief Executive Officer

Fax: (403) 216-8551

TO: Joint Exploration, Exploitation and Petroleum Services Company

Rue Leman – Leman Center

Les Berges du Lac, 1053

Tunis

Republic of Tunisia



Sirs:

Sonde Resources Corp. ("SRC") hereby guarantees to and in favour of Joint Exploration,

Exploitation and Petroleum Services Company, having its principal office at Rue Leman – Leman Center

1053, Les Berges du Lac Tunis, Tunisia, ("Joint Oil") the maximum amount of Forty-Five Million

($45,000,000.00) U.S. Dollars to secure the compliance with certain of its obligations during the under

paragraphs 3 and 4 of the agreement between Joint Oil and SRC entitled "Amending Agreement for the

Joint Oil Block Exploration and Production Sharing Agreement" and dated December 24, 2012

(hereinafter called the "Amending Agreement") which pertains to the Exploration and Production

Sharing Agreement dated August 27, 2008 to which Joint Oil and SRC are currently parties (hereinafter

called the "EPSA" and, collectively with the Amending Agreement and any other amendments thereto,

hereinafter called the "Petroleum Agreement"). Unless otherwise defined herein, words and phrases

used herein shall be as defined in the Petroleum Agreement.

The amount in this guarantee is available for payment without any need for notarial notice,

judicial or arbitral proceedings on the part of Joint Oil if, on or after the forty-fifth (45th) day after the end

of the period in which the work required to be performed during any segment of the Second Phase Work

Program (as provided for in the Amending Agreement) was to have been performed:

(a)



SRC has not, as of such date, duly completed all work required for the applicable

segment of the Second Phase Work Program as set forth in the Amending Agreement;

and



(b)



SRC has not, as of such date, paid in full all amounts payable by SRC to Joint Oil as a

consequence of SRC's failure to duly complete all work required for the applicable

segment of the Second Phase Work Program as set forth in the Amending Agreement.



Then, and only then, Joint Oil may demand payment by us as provided hereunder.



Exhibit 2: Page 2 of 4

Within seven (7) business days after the receipt by SRC of written demand for payment from

Joint Oil, signed by the General Manager of Joint Oil, SRC shall make payment of the amount demanded

to the bank account designated by Joint Oil in the demand. Said signature of the General Manager of

Joint Oil shall be certified by a notary public or other relevant judicial authority in and for the Republic of

Tunisia and sent to us with a copy to SRC for information stating that:

(a)



SRC has not duly completed all work required for the applicable segment of the Second Phase

Work Program as set forth in the Amending Agreement; and



(b)



SRC has not previously satisfied in full its obligation to pay to Joint Oil the amount then

guaranteed hereunder.



However, if prior to said date, SRC initiates a procedure of arbitration in accordance with Article 27.2 of

the EPSA on the grounds of SRC's disagreement as to the claimed failure by SRC to perform or as to the

amount of the demanded payment, then SRC shall notify Joint Oil as to the basis and amount of such

disputes. Upon such notification of dispute, SRC shall open an interest-bearing escrow account in which

the disputed amount shall be deposited. Said amount shall be maintained in such escrow account for the

entire period ending upon notification to Joint Oil of the arbitration award or upon an agreed settlement of

the disputed matter between Joint Oil and SRC. Within seven (7) days after said notification of the

arbitration award or agreed settlement, as the case may be, all amounts in such escrow account and the

interest accrued thereon shall be liquidated and paid in accordance with the arbitration award or agreed

settlement, as the case may be.

The maximum amount guaranteed by this letter of guarantee shall decrease in accordance with

the following:

(a)



Fifteen Million (15,000,000.00) U.S. Dollars two weeks after: the due completion of the work

required to be performed during the first segment of the Second Phase Work Program as provided

for in the Amending Agreement or the payment by SRC to Joint Oil of the sum of Fifteen Million

(15,000,000.00) U.S. Dollars within forty-five days following December 23, 2013 in lieu of the

due completion of such work;



(b)



Fifteen Million (15,000,000.00) U.S. Dollars two weeks after: the due completion of the work

required to be performed during the second segment of the Second Phase Work Program as

provided for in the Amending Agreement or the payment by SRC to Joint Oil of the sum of

Fifteen Million (15,000,000.00) U.S. Dollars within forty-five days following December 23, 2014

in lieu of the due completion of such work; and



(c)



Fifteen Million (15,000,000.00) U.S. Dollars two weeks after: the due completion of the work

required to be performed during the third segment of the Second Phase Work Program as

provided for in the Amending Agreement or the payment by SRC to Joint Oil of the sum of

Fifteen Million (15,000,000.00) U.S. Dollars within forty-five days following December 23, 2015

in lieu of the due completion of such work.



The decreases mentioned above shall be effective upon receipt by SRC of a written statement

prepared by SRC and countersigned by Joint Oil (which counter signature by Joint Oil shall not be

unreasonably withheld; with the failure by Joint Oil to respond to the request for counter signature within

twenty (20) days after its receipt of such request by SRC shall be deemed to be the counter signature of

Joint Oil and as required hereby) that the applicable work has been duly completed or the date on which

applicable amount has been paid been paid to Joint Oil, as the case may be.



Exhibit 2: Page 3 of 4

SRC hereby waives presentment, protest, promptness, diligence, notice of acceptance and, except

as otherwise expressly provided herein, any other notice or demand with respect to any of the obligations

guaranteed hereunder and acknowledges that Joint Oil shall be entitled without in any way prejudicing or

affecting any of its rights hereunder and without in any way limiting or lessening the liability of SRC

under this guarantee to, without limitation:

(a)



give up, vary, exchange, release, discharge or otherwise deal with or fail to deal with any security

(including any other guarantee) relating to the obligations guaranteed hereunder or this guarantee

all as Joint Oil considers appropriate;



(b)



grant time for payment or any other indulgence in respect of the obligations guaranteed

hereunder, this guarantee or any other obligation or guarantee relating thereto or arising

thereunder;



(c)



accept or make any compositions, arrangements or plans of reorganization with any person as

Joint Oil considers appropriate;



(d)



agree to any change in, amendment to, waiver of, or departure from, any term of any of the

obligations guaranteed hereunder or the Petroleum Agreement, including any renewal, extension,

release, discharge, compromise or settlement of any of the foregoing; and



(e)



abstain from taking, protecting, securing, registering, filing, recording, renewing, perfecting,

insuring or realizing upon any security or other guarantee, exercising any remedy or pursuing or

exhausting any other right, action or recourse against SRC, its successors, or any other person or

any security or other guarantee before exercising its rights under this guarantee; and no loss in

respect of any security received or held for and on behalf of Joint Oil, whether occasioned by

fault, omission or negligence of any kind, whether of Joint or any other person, shall in any way

limit or lessen the liability of SRC under this guarantee.



Joint Oil shall not be bound to exhaust its recourse against SRC or its successors, before being

entitled to payment or performance from the SRC of the obligations guaranteed hereunder.

If Joint Oil has demanded that SRC pay any obligation guaranteed hereunder and SRC has failed

to pay the applicable obligation within the time set forth in the Amending Agreement, then Joint Oil may

proceed directly and at once, without further notice, against SRC to collect and recover the full amount, or

any portion of, such obligation.

SRC shall pay for or reimburse Joint Oil for any and all reasonable out-of-pocket costs or

expenses, including all fees and disbursements of counsel, reasonably incurred or suffered by Joint Oil in

connection with any enforcement by Joint Oil of their respective rights under this guarantee, provided that

such reimbursable costs and expenses and such interest shall not be duplicative of any reimbursable costs

or expenses or any interest payable on or in respect of the same matter or same principal amount payable

by SRC pursuant to the Petroleum Agreement.

No failure on the part of Joint Oil to exercise and no delay in exercising any right hereunder shall

operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any

other or further exercise thereof or the exercise of any other right.



Exhibit 2: Page 4 of 4

Notwithstanding that Petroleum Operations under the Petroleum Agreement may have been

suspended for reasons of Force Majeure as provided in the Petroleum Agreement, this Guarantee and

SRC's obligations hereunder shall be not be suspended during or as a consequence of any event of Force

Majeure.

Any written notice under this guarantee shall be effective, if sent in accordance with the above by

registered mail, at the time of receipt thereof by the party to whom the notice is to be addressed at the

following addresses respectively as the case may be:

JOINT OIL:

Rue Leman – Leman Center

Les Berges du Lac, 1053

Tunis

TUNISIA

SRC:



This guarantee shall become effective upon delivery.

This guarantee shall terminate and cease to be valid on the earlier of the day on which:

(a)



the Second Phase Work Program is completed in accordance with the Amending Agreement; and



(b)



the amount of this letter of guarantee has been reduced to zero in accordance with the terms

hereof.



This guarantee is to be governed by and construed in accordance with the laws of the Province of

Alberta, Canada, excluding any conflict of laws principles or rules therein that would permit or require

the application of the laws of another jurisdiction.

SONDE RESOURCES CORP.



Per:



EXHIBIT 3

FORM OF BANK GUARANTEE

BANK GUARANTEE

[Name and address of bank, including tel. number]

[Department & person authorized in bank]

TO:



JOINT EXPLORATION, EXPLOITATION AND PETROLEUM SERVICES COMPANY



Sirs:

Please be advised that we (Bank name, person authorized in bank ) (the "Bank") hereby open an

irrevocable letter of guarantee in favour of Joint Exploration, Exploitation And Petroleum Services

Company, having its principal office at Rue Leman - Leman Center, 1053, Les Berges du Lac Tunis,

Tunisia (hereinafter called "Joint Oil") by order of and for the account of Sonde Resources Corp. having

its registered office at Suite 3200, 500 - 4th Avenue S.W., Calgary, Alberta, Canada T2P 2V6 (hereinafter

called "SRC") for the maximum amount of [insert forty-five million (45,000,000) / thirty million

(30,000,000) / fifteen million (15,000,000) as applicable] U.S. Dollars with a view to securing the

compliance of SRC with certain of its obligations under paragraphs 3 and 4 of the agreement between

Joint Oil and SRC entitled "Amending Agreement for the Joint Oil Block Exploration and Production

Sharing Agreement" and dated December 24, 2012 (hereinafter called the "Amending Agreement")

which pertains to the Exploration and Production Sharing Agreement dated August 27, 2008 to which

Joint Oil and SRC are currently parties (hereinafter called the "EPSA" and, collectively with the

Amending Agreement and any other amendments thereto, hereinafter called the "Petroleum

Agreement"). Unless otherwise defined herein, words and phrases used herein shall be as defined in the

Petroleum Agreement.

This irrevocable letter of guarantee is effective as of the date hereof.

The maximum amount of this letter of guarantee is available for payment at first request without

any need for notarial notice, judicial or arbitral proceedings on the part of Joint Oil if, on or after the

forty-fifth (45th) day after the end of the period in which the work required to be performed during any

segment of the Second Phase Work Program (as provided for in the Amending Agreement) was to have

been performed:

(a)



SRC has not, as of such date, duly completed all work required for the applicable

segment of the Second Phase Work Program as set forth in the Amending Agreement;

and



(b)



SRC has not, as of such date, paid in full all amounts payable by SRC to Joint Oil as a

consequence of SRC's failure to duly complete all work required for the applicable

segment of the Second Phase Work Program as set forth in the Amending Agreement.



Then, and only then, Joint Oil may demand payment by us as provided hereunder.



Within seven (7) business days after the receipt of written demand for payment from Joint Oil,

signed by the General Manager of Joint Oil, we shall make payment of the amount demanded to the bank

account designated by Joint Oil in the demand. Said signature of the General Manager of Joint Oil shall

be certified by a notary public or other relevant judicial authority in and for the Republic of Tunisia and

sent to us, with a copy to SRC for information, stating that:

(a)



SRC has not duly completed all work required for the applicable segment of the Second Phase

Work Program as set forth in the Amending Agreement; and



(b)



SRC has not previously satisfied in full its obligation to pay to Joint Oil the amount then

guaranteed hereunder.



Any written notice under this letter of guarantee shall be effective, if sent in accordance with the

above by registered mail, at the time of receipt thereof by the party to whom the notice is to be addressed

at the following addresses respectively as the case may be:

Joint Oil:

Rue Leman – Leman Center

1053, Les Berges du Lac

Tunis

TUNISIA

Arab Tunisian Bank (ATB):

Rue Lac Leman

Immeuble Regency

Les Berges du Lac 1053

Tunis, Tunisia

This letter of guarantee shall terminate and cease to be valid on the earlier of the day on which:

(a)



the Second Phase Work Program is completed in accordance with the Amending Agreement; and



(b)



the amount of this letter of guarantee has been reduced to zero in accordance with the terms

hereof.



Notwithstanding anything else herein, it is a condition hereof that the Bank shall not terminate

this letter of guarantee for any reason other than those expressly stated above unless 60 days prior to the

date of such termination the Bank notifies Joint Oil in writing by courier, that the Bank intends to

terminate this letter of guarantee.

This letter of guarantee is to be governed by and construed in accordance with the laws of

Tunisia, excluding any conflict of laws principles or rules therein that would permit or require the

application of the laws of another jurisdiction.



Very truly yours,