MATERIAL CONTRACTS

The following contracts, not being contracts entered into in the ordinary course of business of the Company, have been entered into by the Company and are or may be material:

6.1 Letters of Engagement

(a) A letter of engagement dated 22 February 2011 from Beaumont Cornish to the Company, pursuant to which Beaumont Cornish has been appointed as the Company’s nominated adviser for Admission for a fee totalling £25,000 plus 600,000 Ordinary Shares to the value of £30,000 at the Placing Price (plus VAT and expenses).

(b) A letter of engagement dated 28 February 2011 from SCC and SCS to the Company, as amended, pursuant to which:

(i) SCC was appointed as financial adviser for Admission for a fee of £65,000 (plus VAT and expenses);

(ii) SCS was appointed as broker for Admission and the Placing for a commission of 6 per cent. of the cost value of the Placing Shares at the Placing Price plus a warrant to subscribe for such number of Ordinary Shares as equals 6 per cent. of the number of Placing Shares, exercisable for five years from Admission.

(c) A letter of engagement dated as of 1 April 2011 from St. Brides Media & Finance Ltd. to the Company pursuant to which St. Brides Media & Finance Ltd. has been appointed to provide pubic relation consultancy services for a monthly fee of £1,250 plus VAT, increasing to £2,500 plus VAT after the Company’s first major transaction and a fee of 60,000 Ordinary Shares to

6.2 Nominated Adviser and Broker agreements

(a) The Company has entered into a nominated adviser agreement dated 4 May 2011 (“Nominated Adviser Agreement”) with Beaumont Cornish, pursuant to which the Company has appointed Beaumont Cornish to act as nominated adviser to the Company for the purposes of the AIM Rules and for the purpose of making the application for Admission. The Nominated Adviser Agreement shall take effect from the date of Admission, such appointment to continue until terminated by either the Company or Beaumont Cornish giving not less than 30 days prior written notice any time following Admission (or in certain circumstances forthwith by either Beaumont Cornish or the Company), such notice not to take effect for the period of 12 months following the date of the Nominated Adviser Agreement. Under the Nominated Adviser Agreement, the Company has agreed to pay to Beaumont Cornish a fee of £25,000 per annum (plus VAT and expenses).

The Nominated Adviser Agreement imposes certain ongoing obligations on the Company in relation to the appointment as the Company’s nominated adviser and contains indemnities customary for a nominated adviser agreement from the Company in favour of Beaumont Cornish.

(b) The Company has entered into a broker agreement dated 4 May 2011 (“Broker Agreement”) with SCS, pursuant to which the Company has appointed SCS as broker to the Company. The Broker Agreement shall take effect from Admission, such appointment to continue until terminated by either the Company or SCS giving not less than 3 months prior written notice any time following Admission (or in certain circumstances forthwith by either SCS or the Company), such notice not to take effect for the period of one year from and including the date of Admission. Under the Broker Agreement, the Company has agreed to pay to SCS a fee of

£30,000 per annum (plus VAT and expenses).

The Broker Agreement imposes certain ongoing obligations on the Company in relation to the appointment as the Company’s broker and contains indemnities customary for a broker agreement from the Company in favour of SCS.

6.3 Lock-In Deed

A Lock-In Deed dated 4 May 2011 between the Company, Beaumont Cornish, SCS each of the Directors (and their related parties as defined in the AIM Rules) and Simon King (the “Locked-In Persons”) pursuant to which the Locked-In Persons have undertaken to Beaumont Cornish, SCS and the Company:

• not to sell or otherwise dispose of, or agree to sell or dispose of any of their interests in the Ordinary Shares (including any Ordinary Shares which they may subsequently acquire within the one year of Admission) or any options to subscribe for Ordinary Shares for a minimum period of twelve months following Admission except in the very limited circumstances allowed by the AIM Rules; and

• not to dispose of any interest in Ordinary Shares for a period of twelve months following the first anniversary of Admission, without SCS’s prior written consent (such consent not to be unreasonably withheld) except in certain specified circumstances.

6.4 Placing Agreement

A Placing Agreement, dated 4 May 2011 between the Company, the Directors, Beaumont Cornish, and SCS, pursuant to which SCS has been appointed as the agent of the Company for the purpose of managing the Placing and has agreed to use reasonable endeavours to procure Placees to subscribe for the Placing Shares at the Placing Price, as set out in paragraph 6.1(b) above.

Pursuant to the Placing Agreement the Company and the Directors have given certain warranties to Beaumont Cornish and SCS concerning, inter alia, the accuracy of the information in this document.

The Directors have separately given certain warranties to the Company, Beaumont Cornish, and SCS

concerning, inter alia, the accuracy of information provided by them. In addition, the Company has given an indemnity to Beaumont Cornish and SCS.

The Placing Agreement is conditional, inter alia, on Admission occurring not later than 8.00 a.m. on 11 May 2011 and the Company and the Directors complying with certain obligations under the Placing Agreement. The Placing Agreement may be terminated by Beaumont Cornish and SCS prior to Admission in certain circumstances, including if any statement included in this document is discovered to be untrue, incorrect or misleading, there has been a breach of any of the warranties or if, before Admission, there shall have occurred certain specified events.

6.5 Warrants

(a) Warrant agreements dated between 26 April and 4 May 2011 made between the Company and the parties set out below for a total of 18,600,000 Existing Warrants to subscribe for Ordinary Shares at 5p per share for a period of five years from Admission split as follows:

Warrant Holder Number of Existing Warrants Hydrocarbon Technologies Limited 3,921,400 The Black Sea and Caspian Trust 9,662,600 Stephen Polakoff 235,500 Simon King 1,180,500 SCS 3,600,000 (b) The Placing Warrants will be issued on the basis of one Placing Warrant for every Existing Ordinary Share and/or Placing Share and will confer the right to subscribe for Ordinary Shares at 10p per share for a period of three years from Admission containing the terms set out in paragraph (c) below.

(c) The additional terms and conditions of the Warrants are as follows:

(i) Each Warrant shall confer the right to subscribe for one Ordinary Share, ranking pari passuwith existing ordinary issued shares, in the capital of the Company.

(ii) The Warrants shall be exercisable by notice in writing to the Company before their expiry date. The Ordinary Shares will be issued and allotted as soon as practicable after the receipt of a properly executed notice of exercise of the Warrant in conjunction with any monies due upon that exercise.

(iii) The Warrants may be exercised in whole or in part. If the Warrants are exercised in part each notice of exercise must be for not less than 1,000 Ordinary Shares and in multiples of 1,000 Ordinary Shares.

(iv) The Warrants may be transferred at any time in whole or part save that Existing Warrants are only transferable to certain related parties.

(v) A certificate will be issued for the Warrants. If there is more than one Warrant comprised in this certificate and prior to the expiry date those Warrants are exercised in part, the Company will issue another certificate for the balance of the Warrants held and not yet exercised.

(vi) Upon an issue of shares by way of capitalisation of profits or reserves (other than in lieu of a cash dividend) the number of opening shares subject to unexercised warrants will be adjusted to some extent as the Company’s auditors certify in writing.

(vii) The warrant holder will be given notice of new issues of capital which may be offered to Shareholders during the currency of Warrants to enable the holder of each Warrant to exercise its Warrants if it wishes to participate in such new issue.

(viii) In the event of a reorganisation of the issued capital of the Company, the holders of Warrants will be granted substitute Warrants of the value of the unexercised Warrants.

(ix) The Warrants will not give any right to participate in dividends until the Ordinary Shares are allotted pursuant to the exercise of the relevant Warrants.

Save as disclosed above, there are no contracts (other than contracts entered into in the ordinary course of business) which have been entered into by the Company since its incorporation and which are or may be material.

6.6 Loan agreements

(a) The Company has entered into the following loan agreements with the Black Sea and Caspian Trust (in which both Georges Sztyk and Petro Sztyk have a beneficial interest as potential, but unnamed beneficiaries):

(i) an agreement dated 17 August 2010 for a loan of £18,500 with an interest rate of 9 per cent. per annum repayable on 16 August 2011 at a total of £20,165; and

(ii) an agreement dated 1 March 2011 for a loan of £10,000 with an interest rate of 9 per cent. per annum repayable on 1 September 2011 at a total of £10,700.

(b) The Company has entered into the following loan agreements for loans totalling US$310,000 convertible at an agreed conversion rate of US$1/£0.625 into a total of 3,875,000 new Ordinary Shares at a price of 5p per share plus a total of 3,875,000 Placing Warrants on the basis of one Placing Warrant per Ordinary Share:

(i) an agreement dated 21 September 2010, as amended, with Richard Brainard for a loan of US$100,000;

(ii) an agreement dated 21 September 2010, as amended, with Leo Jurynec for a loan of US$100,000;

(iii) an agreement dated 21 September 2010, as amended, with Chris White for a loan of US$50,000;

(iv) an agreement dated 21 September 2010, as amended, with Robert Hull for a loan ofUS$50,000; and

(v) an agreement dated 11 October 2010, as amended, with Stephen Polakoff for a loan of US$10,000;